Annual Report 2025
Vivoryon Therapeutics N.V.
Amsterdam, The Netherlands
1
Report by Vivoryon’s executive members of the board...................................................................................... 3
1.1
Overview of the Company......................................................................................................................... 3
1.2
Operating review ..................................................................................................................................... 10
1.3
Financial review ...................................................................................................................................... 11
1.4
Company outlook .................................................................................................................................... 18
1.5
Risk management .................................................................................................................................... 19
1.6
Risk factors.............................................................................................................................................. 23
1.7
Legal proceedings.................................................................................................................................... 37
1.8
Corporate governance.............................................................................................................................. 38
1.9
Shareholders and the general meeting ..................................................................................................... 45
1.10
Remuneration report................................................................................................................................ 49
1.11
Diversity and inclusion............................................................................................................................ 55
1.12
Company culture...................................................................................................................................... 55
1.13
Compliance with the Dutch corporate governance code.......................................................................... 55
2
Report by the Vivoryon’s non-executive members of the board....................................................................... 57
2.1
Introduction ............................................................................................................................................. 57
2.2
Independence........................................................................................................................................... 57
2.3
Board profile............................................................................................................................................ 57
2.4
Evaluation................................................................................................................................................ 57
3
Financial statements.......................................................................................................................................... 59
3.1
Statements of operations and comprehensive loss for the years ended December 31, 2025, and 2024... 60
3.2
Statements of financial position as of December 31, 2025 and 2024 ...................................................... 61
3.3
Statements of changes in shareholders’ equity for the years ended December 31, 2025 and 2024......... 62
3.4
Statements of cash flows for the years ended December 31, 2025 and 2024 .......................................... 63
3.5
Notes to the financial statements ............................................................................................................. 64
4
Other information............................................................................................................................................. 96
PDF/printed version:
This document is the PDF/printed version of the 2025 Annual Report of
Vivoryon Therapeutics N.V. in the European single electronic reporting
format (ESEF) and has been prepared for ease of use. The ESEF report-
ing package is available on the company’s website at www.vi-
voryon.com. In any case of discrepancies between this PDF version and
the ESEF reporting package, the latter prevails.
Forward looking statements
This Annual Report has been prepared and issued by Vivoryon Therapeutics N.V. (the ‘Company’, ‘Vivoryon
Therapeutics’ or ‘Vivoryon’) and has not been independently verified by any third party. No representation or war-
ranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, tar-
gets, estimates or forecasts and nothing in this Annual Report is or should be relied on as a promise or representation
as to the future.
All statements other than statements of historical fact included in this Annual Report are or may be deemed to
be forward-looking statements, including, without limitation, those regarding the business strategy, management
plans and objectives for future operations of the Company, estimates and projections with respect to the market for
the Company’s products and forecasts and statements as to when the Company’s products may be available. Words
such as ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘expect,’ ‘forecast,’ ‘intend,’ ‘may,’ ‘plan,’ ‘project,’ ‘predict,’ ‘should’
and ‘will’ and similar expressions as they relate to the Company are intended to identify such forward-looking state-
ments. These forward-looking statements are not guarantees of future performance; rather they are based on the
Management’s current expectations and assumptions about future events and trends, the economy and other future
conditions. The forward-looking statements involve a number of known and unknown risks and uncertainties. These
risks and uncertainties and other factors could materially adversely affect the outcome and financial effects of the
plans and events described herein. Actual results, performance or events may differ materially from those expressed
or implied in such forward-looking statements and from expectations. As a result, no undue reliance should be
placed on such forward-looking statements. This Annual Report does not contain risk factors. Certain risk factors
that may affect the Company’s future financial results are discussed in the published Financial Statements of the
Company.
Industry information in this report may prove to be inaccurate because this information cannot always be veri-
fied with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of
the data gathering process and other limitations and uncertainties.
This Annual Report, including any forward-looking statements, speaks only as of the date of this Annual Re-
port. The Company does not assume any obligation to update any information or forward-looking statements con-
tained herein, save for any information required to be disclosed by law.
This Annual Report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the
Company in any jurisdiction.
2
1
Report by Vivoryon’s executive members of the board
This management report as referred to in Section 2:391 of the Dutch Civil Code (the ‘Management Report’)
has been prepared in compliance with the requirement of Dutch law, including the Dutch corporate governance code
(the ‘Code’). The Board of Directors of Vivoryon Therapeutics N.V. (the ‘Board’) hereby presents the Management
Report for the financial year ended on December 31, 2025.
1.1
Overview of the Company
1.1.1
General information
Vivoryon Therapeutics N.V. is a Dutch public company with limited liability (‘Naamloze Vennootschap’) that
has its statutory seat in Amsterdam, the Netherlands and branch offices in Halle (Saale) and Munich, Germany. This
report includes the statutory Financial Statements of Vivoryon Therapeutics N.V. for the year ended December 31,
2025. The Company’s ordinary shares are listed under the ticker symbol ‘VVY’ on Euronext Amsterdam, the Neth-
erlands. Vivoryon is a clinical stage biotechnology company focused on developing innovative small molecule-
based medicines for the treatment of inflammatory and fibrotic disorders of the kidney.
1.1.2
Organizational structure
The Company is registered with the name Vivoryon Therapeutics N.V. in the Trade Register of the Netherlands
Chamber of Commerce under number 81075480 (Sector ‘Advisering, onderzoek en overige specialistische zakelijke
dienstverlening’, Activiteit (SBI-code) ‘72112 - Biotechnologisch speur- en ontwikkelingswerk op het gebied van
medische producten en farmaceutische processen en van voeding’). Its commercial name is Vivoryon Therapeutics
and the administrative headquarters as well as the business operations remain in Halle (Saale) and Munich Germany.
The Company’s business address is Weinbergweg 22, 06120 Halle (Saale), Germany (contact details: +49 (0)345
555 99 00, info@vivoryon.com).
As at December 31, 2025, including executive directors, Vivoryon Therapeutics had 16 (2024: 15) employees,
of which 8 (2025: 53 %; 2024: 53 %) were female.
1.1.3
Property, plant and equipment
Vivoryon has leased office and laboratory space in Halle (Saale), Germany and additional office space in Mu-
nich, Germany, both under an extendable lease.
1.1.4
General overview of the Company
Vivoryon is a clinical stage biotechnology company focused on developing innovative small molecule-based
medicines for the treatment of inflammatory and fibrotic disorders of the kidney. Driven by its passion for ground-
breaking science and innovation, the Company strives to improve patient outcomes by changing the course of severe
diseases through modulating the activity and stability of pathologically relevant proteins. Vivoryon’s most advanced
program, varoglutamstat, a proprietary, first-in-class orally available QPCT/L inhibitor, is being evaluated to treat
diabetic kidney disease.
The Company sees additional future opportunities in other inflammatory/fibrotic diseases, including orphan
diseases in which kidney function is affected. The Company strives to generate future revenues from licensing its
product candidates to biopharmaceutical companies or, in selected cases, by commercializing products upon regula-
tory market approval by the relevant Competent Authorities.
Topline results from the European VIVIAD Phase 2b study of Vivoryon’s lead candidate varoglutamstat, an
oral inhibitor of glutaminyl cyclases QPCT and QPCTL (QPCT/L), in early Alzheimer’s disease (AD) reported in
March 2024 led to a strategic shift of the Company from an initial focus on AD towards a focus on inflammatory
and fibrotic diseases. Varoglutamstat did not achieve its primary and key secondary endpoints in early AD in this
study. However, VIVIAD included prospectively defined measures of kidney function as safety and other explora-
tory endpoints and a significant positive effect on kidney function was observed in subjects receiving varoglutam-
stat. The resulting strategic shift to inflammatory and fibrotic diseases was announced in April 2024 following fur-
ther analysis of the prospectively specified measurement of kidney function by estimated glomerular filtration rate
(eGFR).
Topline results from the U.S. Phase 2 study VIVA-MIND, also in early AD, reported in December 2024 cor-
roborate varoglutamstat’s beneficial effect on kidney function as measured by eGFR. In line with the results of
VIVIAD the study also did not meet its primary and key secondary endpoints in early AD and therefore VIVA-
3
MIND was discontinued early to enable accelerated data analysis and inform the overall varoglutamstat develop-
ment strategy.
Kidney function data from the Phase 2 VIVIAD and VIVA-MIND studies inform clinical development of va-
roglutamstat in kidney disease. A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the best
overall assessment of efficacy of varoglutamstat and to statistically validate the homogeneity of outcomes in the two
studies. The meta-analysis showed consistent results of high effect size and strongly supports viability of moving
into a Phase 2b study in patients with stage 3b/4 diabetic kidney disease (DKD), based on rigorous statistical plan-
ning.
In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million,
with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the
agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the
course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell
these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive
rights.
In October 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The new shares issued were issued from the Company’s
authorized capital under exclusion of the existing shareholders’ pre-emptive rights. The private placement was sup-
ported by existing and new shareholders.
The Company is using the proceeds from the private placement towards realizing the immediate next steps in
ongoing clinical development of its lead candidate varoglutamstat, namely securing a partnership and, if required,
additional funding to enable initiation of the planned Phase 2 study in diabetic kidney disease, as well as for general
corporate purposes.
For more details, please refer to 1.4 – Company Outlook and 3.0 – Going Concern.
Overall, Vivoryon’s lead candidate, varoglutamstat, is uniquely positioned within the evolving kidney disease
landscape through its one-of-a-kind combination of key characteristics: oral availability, novel MOA addressing key
components of disease pathways, single agent activity and suitability for use in combination therapies, demonstrated
long-term stabilization or even improvement of eGFR, and long-term safety data confirmed.
1.1.5
Pipeline and research programs
Vivoryon is developing a highly innovative, focused portfolio of QPTC/L inhibitors grounded in the observa-
tion that QPCT/L inhibition leads to reduction in the activity of potent pro-inflammatory and fibrotic proteins. The
Company has established a diverse pipeline of programs in different stages of development, with its most advanced
activities focused on novel oral small molecule-based therapeutics with a differentiated mode of action for treating
diseases with inflammatory and/or fibrotic components, such as chronic diseases of the kidney.
Vivoryon’s priorities are focused on chronic kidney disease (CKD), more precisely initially targeting stage
3b/4 diabetic kidney disease (DKD). The Company sees additional future opportunities in other inflammatory/fi-
brotic diseases, including orphan diseases in which kidney function is affected, as well as metabolic dysfunction-
associated steatohepatitis (MASH). Nomination of products and indications selected for further research and devel-
opment is based on general preclinical tests and on strategic considerations.
The Company has enlarged its portfolio by nominating a novel, next generation QPCT/L inhibitor showing
compelling pharmacological activity. This candidate, VY2149, is a potential fast follower in DKD or could also be
explored for other inflammatory and fibrotic diseases including orphan diseases and chronic kidney disease (CKD).
VY2149 is currently in preclinical stage and further development is subject to additional funding and/or partnership,
which Vivoryon continues to actively explore.
4
Fig. 1: Development Pipeline Chart
1.1.6
Lead candidate varoglutamstat
Varoglutamstat (PQ912) is a proprietary, potent and selective inhibitor of human glutaminyl cyclases QPCT
and QPCTL with therapeutic potential in indications including inflammatory and fibrotic diseases, neurodegenera-
tive diseases, cancer and others. Initially in development aiming to treat AD, varoglutamstat has been investigated in
a number of different clinical studies. Based on the known anti-inflammatory and anti-fibrotic activity of varoglu-
tamstat, the protocol for the Phase 2b VIVIAD study in early AD included the investigation of kidney function
(measured using eGFR) and measurement of biomarkers of kidney inflammation and fibrosis as safety and explora-
tory endpoints to investigate the role of QPCT/L inhibition on kidney function. eGFR was also analyzed as a pro-
spectively defined safety parameter in the VIVA-MIND Phase 2 study in the U.S.
1.1.6.1
Varoglutamstat in kidney disease
Many kidney diseases are driven by inflammatory and fibrotic processes which are induced by a variety of
stimuli including metabolic, vascular and autoimmune dysfunctions. Varoglutamstat is designed to prevent inflam-
matory and fibrotic processes by blocking pyroglutamate formation on key disease drivers. Post-translational modi-
fication occurs both physiologically and in disease settings and it is a crucial process to functionalize proteins –
which makes the enzymes that enable these modifications attractive drug targets. Pyroglutamate (pE) formation, a
specific post-translational modification exclusively catalysed by the glutaminyl-cyclases QPCT and QPCTL, has
emerged as a central element in different diseases including neurodegenerative, inflammatory and fibrotic diseases
as well as cancer.
There is substantial evidence from various research groups that QPCT/L-inhibition can reduce inflammation
and fibrosis in the kidney by reducing the amount of pharmacologically active pyroglutamate versions of chemo-
kines (CCL-2, CX3CL1/fractalkine), (Kanemitsu 2021, Cynis 2013, Cormican 2021).
Current standard of care (SoC) only reduces risk of chronic kidney disease (CKD) progression, but a significant
risk of disease progression or premature death in a growing and aging population remains. To alleviate this burden
for patients and healthcare providers, therapies are urgently needed that reduce or reverse risk of progression in
CKD/DKD and rare kidney disorders.
Within Vivoryon’s preclinical efforts, QPCT/L inhibition has shown robust evidence of benefits in animal
models of inflammatory and fibrotic disorders such as glomerulonephritis, chronic kidney disease, and metabolic
dysfunction-associated steatohepatitis (MASH).
The VIVIAD Phase 2b study protocol, while primarily designed to investigate varoglutamstat in early Alz-
heimer’s disease, included prospectively defined safety and exploratory endpoints that enabled measurement and
analysis of kidney function by estimated glomerular filtration rate (eGFR), as well as additional biomarkers, in order
to further investigate its potential activity on inflammation and fibrosis. A total of 258 patients were evaluable for
eGFR assessment in the VIVIAD study (n=141 varoglutamstat (300mg & 600mg); n= 117 placebo). Key observa-
tions from the VIVIAD study analysis of kidney function were:
•
Statistically significant and clinically meaningful improvement in eGFR (measured by slope analysis) with
varoglutamstat compared to placebo, in both the total population and a post-hoc diabetes subgroup (see
definition below), with the latter revealing a substantially higher treatment effect compared to that seen
across all subjects.
•
Results and effect size were consistent using a set of diverse and validated methods for eGFR assessment
(2021 CKD-EPI cystatin C, 2021 CKD-EPI creatinine-cystatin C 2021 CKD-EPI creatinine, MDRD).
5
•
Promising additional effects were observed in the diabetes subgroup in varoglutamstat treated patients in-
cluding a reduction in liver transaminases, mild weight loss, and a reduction in diastolic blood pressure.
•
Data revealed that the positive effect on kidney function in the diabetes subgroup appears to be independ-
ent of any change in glycemic control (HbA1C remained steady over the period for the varoglutamstat
group).
•
A reduction of the plasma concentration of the inflammatory and fibrosis inducing pE-CCL2 (p=0.004)
was observed in the varoglutamstat arm, indicating a strong anti-inflammatory effect.
•
Varoglutamstat was well-tolerated at the dose tested (up to 600mg twice daily) and there were no meaning-
ful differences in adverse events observed in renal and metabolic system organ classes versus placebo in
the total population and diabetes subgroup.
In line with the previously reported results from VIVIAD, in April 2024 Vivoryon announced that it was dis-
continuing the U.S. VIVA-MIND study early, in the second half of 2024, to enable accelerated data analysis and
inform development strategy. A total of 109 participants were treated within the study (varoglutamstat n=52, pla-
cebo n=57). As expected, the VIVA-MIND Phase 2 study did not meet its primary and key secondary endpoints in
early AD. Analysis of eGFR was prospectively defined as a safety parameter in VIVA-MIND. Data from VIVA-
MIND confirmed results of varoglutamstat’s beneficial effect on eGFR observed in VIVIAD, showing a statistically
significant and clinically meaningful average improvement in eGFR with varoglutamstat versus placebo.
Varoglutamstat continued to demonstrate a favourable safety and tolerability profile with no new safety signals iden-
tified in VIVA-MIND. Across all studies, varoglutamstat continued to demonstrate a favorable safety and tolerabil-
ity profile with a total of over 400 participants treated with varoglutamstat in Phase 1 and Phase 2 studies to date.
1.1.6.1.1
VIVIAD and VIVA-MIND: Meta-analysis
A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the best overall assessment of effi-
cacy of varoglutamstat and to statistically validate the homogeneity of outcomes in the two studies.
A total of 286 patients were randomized into the 600mg twice daily (BID) varoglutamstat and placebo groups
in VIVIAD and VIVA-MIND studies, with 112 allocated to 600mg BID varoglutamstat and 174 to placebo. A total
of 39 patients with diabetes were randomized into the 600mg BID varoglutamstat (n=19) and placebo (n=20) groups
in total (VIVIAD n=23, VIVA-MIND n=16). The corresponding numbers for study participants without diabetes
were 93 patients randomized to varoglutamstat 600mg BID and 154 patients randomized to placebo (total n=247).
The meta-analysis confirmed a statistically significant and clinically meaningful improvement in eGFR over
baseline in patients treated with varoglutamstat at 600mg BID in the overall study population. The meta-analysis
also confirmed consistent results of high effect sizes and a substantially larger effect size in study participants with
diabetes compared to those without diabetes. However, also in the patients without diabetes a positive and statisti-
cally significant treatment effect was observed. The difference of change from baseline in eGFR between varoglu-
tamstat and placebo became significant starting after 24 weeks of treatment and the treatment effect was maintained
throughout the study duration up to 2 years (96 weeks). Meta-analysis data were presented in June, 2025 at the 62nd
ERA Congress of the European Renal Association in Vienna, Austria.
Based on the results from VIVIAD and VIVA-MIND, Vivoryon intends to pursue development of varoglutam-
stat in diabetic kidney disease and is actively preparing to initiate a Phase 2b clinical study in advanced diabetic kid-
ney disease (DKD). The initiation of the study is subject to further funding and/or partnership, which the Company
continues to actively explore.
1.1.6.1.2
New VIVIAD analyses continue to support varoglutamstat’s mechanism of action and potential in
kidney disease.
Vivoryon completed a series of supporting clinical data analyses which provide further evidence for varoglu-
tamstat’s potential to beneficially impact kidney function based on its proposed mechanism of action:
-
Established a novel, highly specific liquid chromatography-mass spectrometry (LC/MS)-based assay
for analysis of biomarker samples in humans. This assay eliminates the need for anti-pE-specific anti-
bodies that are often difficult to generate, thus posing technical limitations. An analysis of the inflam-
matory biomarker pE-CCL2 of VIVIAD study samples with this specific assay showed a statistically
significant, dose-dependent reduction of pE-CCL2 in study participants treated with varoglutamstat
versus placebo, confirming the previous analyses.
6
-
Novel analysis of VIVIAD evaluating the correlation pE-CCL2 levels and eGFR slope on an individ-
ual participant level revealed a statistically significant correlation between the change from baseline in
pE-CCL2 serum levels at week 48 and the eGFR slope over time. Specifically, a decrease in pE-CCL2
was significantly correlated with a positive (improved) eGFR slope on an individual participant basis.
These data were presented as a late-breaking poster on November 6, 2025, at the American Society of Nephrol-
ogy (ASN) Kidney Week 2025 in Houston, Texas, the world’s premier nephrology meeting.
1.1.6.1.3
Strategic focus and proposed clinical development plan in DKD
Diabetes is a significant and growing global challenge, with 537 million adults aged 20 – 79 worldwide diag-
nosed in 2021 and the number is expected to grow to nearly 800 million in the next 20 years. An estimated 40% of
people with diabetes may develop diabetic kidney disease (DKD), which is considered to be the leading cause of
end-stage kidney disease, and 1 in 10 people with diabetes potentially ending up with end stage kidney disease. In
the U.S. and Europe alone, the Company estimates that the total prevalent population of people with diabetes com-
prises ~70-75 million, with ~25-30 million believed to suffer from DKD. Of those, between ~3-6 million people are
estimated to have stage 3b/4 DKD, which is the initial target indication for varoglutamstat.
The findings of varoglutamstat’s potential to improve kidney function paved the strategic shift and the Com-
pany’s focus towards addressing the unmet medical need in DKD.
Kidney function data from the Phase 2 VIVIAD and VIVA-MIND studies informed the proposed clinical de-
velopment of varoglutamstat in kidney disease, including DKD. Currently the Company is preparing a double-blind,
placebo-controlled Phase 2b study with the primary objective of investigating the safety and efficacy of varoglutam-
stat on kidney function in patients with diabetes type 2 and CKD stages 3b/4 on top of standard of care (SoC). Addi-
tional study objectives include exploring the efficacy of a once daily dose of varoglutamstat, generating further evi-
dence of the mechanism of action and generating data on the effect of varoglutamstat on frequently concomitantly
affected organs in diabetes patients, such as liver, vasculature, and bodyweight.
The Company envisages a double-blind, placebo-controlled study of approximately 100-150 participants, ran-
domized 1:1 to varoglutamstat 600mg twice daily or placebo, on top of SoC medications. The primary endpoint is
eGFR change from baseline to last visit (week 48). Secondary and exploratory endpoints are planned to include
measures of albuminuria (UA(p)CR), metabolic and fibrosis-related biomarkers, liver transaminases, and liver ultra-
sound (fibroscan). Primary endpoint topline results are expected to become available ~24 months after study initia-
tion. The study is planned to include an interim analysis to provide results approx. 15 months after Phase 2b study
initiation.
The planned Phase 2b study is subject to further funding and/or partnership, which the Company continues to
actively explore. In addition, Vivoryon plans to further explore the potential of varoglutamstat and QPCT/L inhibi-
tors in chronic and rare kidney diseases, for which the Company is also evaluating business development and fi-
nancing opportunities. These funding and financing opportunities could include further capital raises and/or alterna-
tive financing forms.
Sources: International Diabetes Federation (IDF) Atlas 2021; CDC National Diabetes Statistics Report 2024; Eurostat
2017; CDC Chronic Kidney Disease in the United States, 2023; Brück et al., J Am Soc Nephrol, 2015; Sundström et al., The
Lancet, Regional Health Europe, 2022; Prevalent population assumptions based on internal analyses using a combination of
public sources and management estimates, including Wu et al., BMJ Open Diabetes Research and Care, 2016; Feng et al., Kid-
ney Med, 2022, CDC Kidney Disease Surveillance System (NHANES); This information may prove to be inaccurate because this
information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the
voluntary nature of the data gathering process and other limitations and uncertainties.
1.1.6.2
Varoglutamstat in Alzheimer’s disease (discontinued)
Initially in development to treat Alzheimer’s disease (AD), a severe neurodegenerative disorder affecting
around 30 million people worldwide, varoglutamstat targets the enzymes glutaminyl cyclases QPCT and QPCTL,
which play an important role in promoting AD via QPCT-mediated formation of a neurotoxic Abeta variant, N3pE
amyloid (pGlu-Abeta) and QPCTL-modulated CCL2 neuroinflammatory activity. Targeting these two enzymes ena-
bles varoglutamstat to work upstream of other approaches such as monoclonal antibodies.
Varoglutamstat is designed to prevent inflammatory and fibrotic processes by blocking pyroglutamate for-
mation on key disease drivers and has been investigated in a number of different clinical studies, all of which have
consistently demonstrated a favorable safety and tolerability profile both in healthy volunteers and patients with AD.
7
After successfully completing preclinical development, a Phase 1 clinical study, as well as the first-in-patient
Phase 2a study SAPHIR, varoglutamstat was investigated in two Phase 2 studies, VIVIAD in Europe and VIVA-
MIND in the U.S. Safety results from the studies showed that varoglutamstat was generally well tolerated and
showed rates similar to placebo of serious and severe treatment emergent adverse events (TEAEs) and low discon-
tinuation rates due to adverse events .
However, based on the VIVIAD and VIVA-MIND studies not meeting their primary and key secondary end-
points, and in line with focusing resources on advancing in kidney disease, Vivoryon has discontinued investigation
of varoglutamstat in AD.
1.1.7
Preclinical project pipeline
1.1.7.1
Explore full potential of QPCT/L inhibition
Vivoryon has continued to establish a pipeline of programs at the preclinical stage of development, mainly fo-
cused on oral small molecule QPCT/QPCTL-inhibitors for treating a divers set of indications with high unmet medi-
cal need like inflammatory/fibrotic disorders, such as of the kidney and other organs. Vivoryon’s priorities are fo-
cused on chronic kidney disease (CKD), more precisely initially targeting stage 3b/4 diabetic kidney disease (DKD).
The Company sees additional future opportunities in orphan diseases in which kidney function is affected as well as
in a number of immune-mediated diseases. Vivoryon and others have published preclinical work indicating QPCT/L
as a potential target for alleviating a range of different other immune-mediated diseases, including metabolic dys-
function-associated steatotic liver disease (“MASLD”) (Cynis 2013), cardiovascular diseases (Cynis 2011), inflam-
matory bowel disease, septic arthritis (Hellvard 2013) and multiple sclerosis.
In all such indications under focus, the Company is looking to exploit the physiological relevance of the post-
translational modification mediated by glutaminyl cyclases, the cyclization of an N-terminal glutamine or glutamate
residue to form a pyroglutamate. This cyclization has two physiological functions: it is required for full maturation,
potency, and stability of several proteins and peptides, and mediation of protein-protein interactions in cell-cell con-
tacts. An example is the N-terminal cyclization of CCL2 to form pE-CCL2, which is the fully potent and stable form
of this chemokine.
Nomination of products and indications selected for further research and development is based on general pre-
clinical tests and on strategic considerations.
1.1.7.2
Novel candidate for development in inflammatory and fibrotic diseases
The Company has enlarged its portfolio in 2024 by nominating a novel, next generation QPCT/L inhibitor
showing compelling pharmacological activity. This candidate, VY2149, is a potential fast follower in DKD or could
also be explored for other inflammatory and fibrotic diseases including rare kidney diseases and chronic kidney dis-
ease (CKD). VY2149, which has preclinically shown improved cellular uptake and pharmacokinetics, is expected to
enter formal, late-stage preclinical development as next step,, subject to additional funding and/or partnership,
which Vivoryon will continue to actively explore.
1.1.7.3
Novel Meprin protease inhibitors to treat fibrotic diseases, inflammation and cancer
Vivoryon extended its small molecule drug portfolio in 2020 by acquiring patents from the Fraunhofer-Gesell-
schaft (FHG) / Institute for Cell Therapy and Immunology (IZI) for the further development of Meprin protease in-
hibitors.
Meprin alpha and beta are emerging targets for the treatment of a range of indications including acute and
chronic kidney disease and multiple organ fibrosis, and cancer. The Company is developing novel low-molecular
weight Meprin inhibitors in collaboration with the original inventors at the IZI. Both enzymes are metalloprotein-
ases and catalyze cleavage and thus activation or deactivation of their respective substrates. The unique substrate
recognition pattern of Meprin allows for the design of selective inhibitors which do not block other metalloprotein-
ases like MMPs. The main physiological function of Meprin includes the regulation of the maturation of fibrillar
procollagens into collagen fibrils, and the maturation of pro inflammatory cytokines like IL-1 and IL-6. They are
crucially involved in extra cellular matrix remodeling which makes them attractive approaches to tackle indications
with a strong ECM component such as fibrotic indications (MASH, TPF) pr cancer metastasis.
A broad set of alpha/beta dual specific and isoform specific nanomolar small molecule inhibitors has been de-
signed and characterized. Generating in vivo proof-of-concept for next generation Meprin inhibitors of optimized
physicochemical and kinetic properties is ongoing and shall support the nomination of an early development candi-
date.
8
1.1.7.4
Preclinical antibody PBD-C06ꢀ—ꢀan antibody designed to clear N3pE oligomers from brains af-
fected by AD
Antibody-based approaches to clear Abeta plaques from the brain are widely regarded as a potential way to ad-
dress cognitive dysfunction in AD, but a clear correlation of overall plaque load and cognitive impairment has not
yet been demonstrated. In contrast, there is a proven correlation of the particularly neurotoxic species N3pE-Abeta
with cognition in AD patients, based on which the Company is developing PBD-C06, an antibody explicitly target-
ing N3pE-Abeta.
PBD-C06 is a monoclonal antibody currently in preclinical development. PBD-C06 binds to N3pE-Abeta with
high specificity. The rationale is to selectively clear the brain in patients with early Alzheimer’s disease of N3pE via
the immune system while leaving non-toxic forms of Abeta untouched. The Company believes that due to the high
specificity of PBD-C06 for N3pE-Abeta, the proportion of antibody reaching the brain will be sufficient to remove
the toxic peptides. PBD-C06 has been optimized towards low immunogenicity to reduce the occurrence of anti-drug
antibody in patients and towards low potency to induce amyloid-related imaging abnormalities (ARIAs), a major
side effect in antibody-based AD therapies. The Company believes that by targeting a neo-epitope, N3pE, and by
circumventing inflammatory issues (complement inactivation) and immunogenicity (de-immunization), PBD-C06
has potential to clear the most toxic Abeta aggregates and improve cognition in AD patients at effective doses and
with an acceptable safety profile. The general approach has been validated by the data accrued for donanemab (Kis-
unla, Eli Lilly) which led to its approval by the FDA and in the UK.
As published in February 2023 by Cynthia Lemere’s research group, which is a collaboration partner of the
Company, treatment of aged APP/PS1dE9; hApoE4 mice with the murine version of PBD-C06 lowered hippocam-
pal fibrillar plaque load, soluble N3pE levels and reduced microbleeds with slight improvement in object explora-
tion and spatial learning. Furthermore, a comparison of Company’s PBD-C06 to donanemab in a relevant animal
model showed superiority for PBD-C06 over donanemab.
The Company signed a licensing agreement with Simcere Pharmaceutical in 2021. This licensing agreement
includes the development and marketing rights for greater China region of PBD-C06. There are no updates on the
development of PBD-C06 in China at the time of the preparation of the annual report. The program is still formally
open but based on management discussions and publicly available information the program does not currently seem
to be an R&D priority at Simcere. Vivoryon has made further development of PBD-C06 dependent on a partnership
with a biopharmaceutical company, providing financial and development resources in the field of therapeutic anti-
bodies.
1.1.8
Intellectual property
Vivoryon has a patent portfolio directed to its product candidates and targets comprising composition of matter
and medical use claims directed to AD and inflammatory diseases, oncology, and fibrotic indications. As of Decem-
ber 31, 2025, our patent portfolio consisted of 21 owned patent families, which comprise approximately 400 na-
tional patent applications and issued patents. The Company’s patent portfolio is focused on our R&D programs re-
lating to glutaminyl cyclase (“QC”), isoenzyme (“isoQC”) and N-terminally modified forms of Abeta peptide as the
medical targets.
In May 2025, the United States Patent and Trademark Office (USPTO) has granted an additional composition
of matter patent covering the active polymorph of varoglutamstat. The new U.S. patent (US 12,312,335) was
granted after an accelerated examination process and is expected to provide exclusivity through 2044 with subse-
quent opportunity for patent term extension of up to five years to 2049 under the Hatch-Waxman Act. Additional
patents for medical use, dosing regimens and co-medication with SGLT-2 inhibitors for varoglutamstat and related
compounds have been filed and are under examination.
As of today, other than Simcere, the Company has not entered into any partnering or licensing arrangements
regarding our research and development activities in the field of AD and kidney disease, and its product candidates
are currently mainly financed by equity and to a lesser extent by grants and subsidies.
9
1.2
Operating review
1.2.1
Overall economic development and trends in the pharmaceutical and biotechnology industry
The healthcare sector is one of the most important economic divisions worldwide with a key growth factor ly-
ing in the increasing aging population, which brings with it an urgent need for medical treatment. In conjunction
with this, the demand for innovative products and therapies for a wide range of diseases is also on the rise.
The pharmaceutical industry is a key component of the German healthcare system. Germany is one of the lead-
ing locations for pharmaceutical research and development in the world. Around fifty companies of the German As-
sociation of Research-Based Pharmaceutical Companies (Verband Forschender Arzneimittelhersteller, vfa) coordi-
nate clinical studies. These companies spend nearly EUR 10 billion per year on research and development in Ger-
many alone.
1.2.2 Business activities 2025 – research & development
The primary research and development focus in 2025 remained on the Company’s lead candidate varoglutam-
stat, an inhibitor of the enzymes QPCT and QPCTL with therapeutic potential in indications including inflammatory
and fibrotic diseases, and others. 2024 marked a strategic shift in Vivoryon's research and development activities to
kidney disease, announced in April 2024 following further analysis of promising beneficial treatment effect on the
prospectively specified measurement of kidney function by estimated glomerular filtration rate (eGFR) in the
VIVIAD study, which was confirmed in December 2024 with VIVA-MIND study results.
In March 2024 the Company presented negative topline results of the Phase 2b VIVIAD study in early AD,
followed by an in-depth analysis to inform the further development of varoglutamstat. Although varoglutamstat had
not achieved its primary and key secondary endpoints in early AD, a statistically significant improvement in kidney
function based on pre-specified analysis of the estimated glomerular filtration rate (eGFR) was observed. Data from
the Phase 2 VIVA-MIND study presented in December 2024 confirmed the negative results in AD as well as the
beneficial effect on eGFR observed in VIVIAD. With two independent double-blind placebo-controlled Phase 2
studies demonstrating a clinically meaningful treatment effect on kidney function, the Company is advancing a pro-
posed clinical development plan for varoglutamstat in diabetic kidney disease (DKD) with a planned Phase 2b study
in stage 3b/4 DKD. The Phase 2b study is subject to additional funding and/or partnership, which the Company con-
tinues to actively explore.
The Company’s preclinical activities in 2025 centered around:
-
Preclinical data showing synergistic in vivo effect for the combination treatment of SGLT-2 inhibitor
dapagliflozin and varoglutamstat over a broad panel of markers, nearly normalizing pathology vs. con-
trol across the three key areas of inflammation, fibrosis and kidney function suggesting that QPCT/L
inhibitors could be an ideal combination partner for patients treated with SGLT-2 inhibitors.
-
Investigating the effects of varoglutamstat on inflammation, fibrosis and kidney function in an estab-
lished advanced mouse model of DKD with type 2 diabetes and hypertension (ReninAAV UNx
db/db). QPCT/L inhibition with varoglutamstat led to a statistically significant reduction in inflamma-
tion (CD11c), fibrosis (glomerulosclerosis) and plasma creatinine, supporting an improvement in kid-
ney function. These data corroborate the effect of varoglutamstat on key kidney disease biomarkers
previously reported in the ADI/CKD model and add to the overall body of evidence supporting va-
roglutamstat's potential in kidney disease including DKD.
1.2.3
Corporate developments 2025
-
On May 1, 2025, Dr. Julia Neugebauer assumed the role of Chief Operating Officer (COO) of Vivoryon,
heading investor relations and communications activities, spearheading market analysis, and overseeing
various corporate functions.
-
Vivoryon held its 2025 Annual General Meeting (AGM) on June 24, 2025, in Amsterdam, the Netherlands.
All items on the agenda of the meeting were approved. The full AGM agenda and all relevant documents
are available on the Company’s website (https://www.vivoryon.com/2025-annual-general-meeting/).
-
Marcus Irsfeld assumed the role of Chief financial Officer (CFO) of Vivoryon as of December 12, 2025,
following Anne Döring's decision to step down as the Company’s Chief Financial Officer (CFO) and the
corresponding termination agreement as of December 11, 2025.
10
1.2.4
License agreement with Simcere Pharmaceutical Co., Ltd.
In June 2021 the Company entered into a license agreement with Simcere Pharmaceutical Co., Ltd.
(“Simcere”), granting Simcere a regional, exclusive, royalty bearing and sublicensable license under our know-how
and patents covering the lead compound varoglutamstat and any pharmaceutical product that contains PQ912, to
research, develop, manufacture and commercialize PQ912 in mainland China, Hong Kong, Macao and Taiwan. Pur-
suant to the agreement, Simcere will be responsible for clinical development of PQ912 in patients with early AD
through the clinical development program in mainland China, Hong Kong, Macao and Taiwan to complement our
efforts in Europe and the US. Subject to certain exceptions, Simcere is required to use commercially reasonable ef-
forts to develop and commercialize at least one product for at least three indications in all fields excluding oncology
No payments have been made up to December 31, 2025. Given the negative outcomes of the VIVIAD and
VIVA-MIND studies, Vivoryon anticipates future revenues from the AD indication are unlikely as they are contin-
gent upon the achievement of certain development and sales milestones. Simcere continues to hold the rights to va-
roglutamstat in Greater China.
1.2.5
License agreement with Scenic Immunology B.V.
In August 2023, Vivoryon and Scenic Biotech B.V. (“Scenic”) reached an agreement regarding the settlement
of their patent dispute. In 2019, Vivoryon had initiated proceedings on the merits with the District Court of The
Hague against Scenic, Stichting Het Nederlands Kanker Instituut-Antoni van Leeuwenhoek Ziekenhuis and Acad-
emisch Ziekenhuis Leiden h.o.d.n LUMC, in connection with certain of Vivoryon’s patents related to varoglutam-
stat and certain other QPCT inhibitors. As part of the settlement, Scenic’s affiliate, Scenic Immunology B.V., and
Vivoryon entered into a patent license agreement in August 2023, under which Scenic Immunology B.V. granted to
Vivoryon certain rights to certain patents controlled by Scenic Immunology B.V. in the field of oncology.
1.3
Financial review
1.3.1
Introduction
The following discussion is based on Vivoryon Therapeutics´ financial information prepared in accordance
with IFRS (International Financial Reporting Standards) as endorsed by the European Union (EU). The following
discussion includes forward-looking statements that involve risks, uncertainties and assumptions. The actual results
may differ materially from those anticipated in these forward-looking statements as a result of many factors, includ-
ing but not limited to, those described under ‘Risk Factors’ and ‘Forward looking statements’.
The Board declares that, to the best of its knowledge, the annual Financial Statements for the year ended De-
cember 31, 2025 provide a true and fair view of the assets, liabilities, financial position and profit or loss of the
Company in accordance with IFRS as endorsed in the EU, and this Annual Report provides a true and fair view of
the position of the Company as at December 31, 2025 and the development of the business during the financial year
2024, accompanied by a description of the principal risks the Company faces.
1.3.2
Revenue
Neither in 2025 nor in 2024, the Company generated any revenues from its regional licensing partnership with
Simcere Pharmaceutical Group Ltd for Greater China (Mainland China, Hong Kong, Macao and Taiwan), which
was signed on June 29, 2021. For more details, please refer to “1.2.4 License agreement with Simcere Pharmaceuti-
cal Co., Ltd“ of this report.
The Company does not expect to generate any revenues from any product candidates being developed until ei-
ther signing a licensing agreement or obtaining regulatory approval and commercializing its own products or enter-
ing into collaborative agreements with third parties. The Company expects losses as it continues its research and
development activities.
The ability to generate revenue for each product candidate for which the Company receives regulatory approval
will depend on numerous factors, including level of competition, availability of reimbursement from payers, com-
mercial manufacturing capability, market acceptance and approved use by regulators.
11
1.3.3
Research and development expenses
2025
2024
Change
kEUR
Research and development expenses
Third-party research and development services
(1,795)
(11,061)
9,266
thereof manufacturing
(383)
(2,102)
1,719
thereof clinical research and development activities
(782)
(7,744)
6,962
thereof pre-clinical research and development activities
(590)
(1,159)
569
thereof other research and development activities
(40)
(56)
16
Personnel expenses
(1,408)
(1,598)
190
thereof share-based payment expenses
(170)
(352)
182
Patent-, legal and consulting fees
(931)
(1,143)
212
(247)
(256)
8
Other expenses
Total
(4,381)
(14,058)
9,677
In 2025 research and development expenses decreased by EUR 9.7 million compared to the year ended Decem-
ber 31, 2024. This decrease is primarily attributable to EUR 9.3 million lower third-party expenses, mainly because
of EUR 1.7 million lower manufacturing costs and lower clinical costs of EUR 7.0 million mainly due to the ramp-
down of the Phase 2b clinical study VIVIAD and VIVA-MIND.
Research and development expenses consist of costs incurred that are directly attributable to the development
of the Company´s platform technology and product candidates. Those expenses include:
-
salaries for research and development staff and related expenses, including management benefits and ex-
penses for share-based compensation;
-
costs for production of drug substances by contract manufacturers;
-
service fees and other costs related to the performance of clinical trials and preclinical testing;
-
costs of related facilities, materials and equipment;
-
costs associated with obtaining and maintaining patents and other intellectual property;
-
amortization and depreciation of intangible and tangible assets used to discover and develop the Com-
pany’s clinical compounds and pipeline candidates; and
-
other expenses directly attributable to the development of the Company’s product candidates and preclini-
cal pipeline;
-
patent related, legal and consulting expenses.
Research and development expenses are recognized as expenses when incurred. Costs incurred on development
projects are recognized as intangible assets as of the date when it can be established that it is probable that future
economic benefits attributable to the asset will flow to Vivoryon considering its technological and commercial feasi-
bility. This is not the case before regulatory approval for commercialization is achieved and costs can be measured
reliably. Given the current stage of the development of Vivoryon’s projects, no development costs have yet been
capitalized. Intellectual property-related costs for patents are part of the costs for the research and development pro-
jects. Therefore, registration costs for patents are expensed when incurred as long as the research and development
project concerned does not meet the criteria for capitalization.
The research and development expenses relate to the following key programs:
-
Varoglutamstat: Topline results from the European VIVIAD Phase 2b study of varoglutamstat in early AD
reported in March 2024 led to a strategic shift of the Company from an initial focus on AD towards a focus
on inflammatory and fibrotic diseases. Varoglutamstat did not achieve its primary and key secondary end-
points in early AD in this study. However, VIVIAD included prospectively defined measures of kidney
function as safety and other exploratory endpoints and a significant positive effect on kidney function was
observed in subjects receiving varoglutamstat. The resulting strategic shift to inflammatory and fibrotic
diseases was announced in April 2024 following further analysis of the prospectively specified measure-
ment of kidney function by estimated glomerular filtration rate (eGFR).
Topline results from the U.S. Phase 2 study VIVA-MIND, also in early AD, reported in December 2024
corroborate varoglutamstat’s beneficial effect on kidney function as measured by eGFR. Based on the
12
negative outcome reported from VIVIAD in AD, VIVA-MIND was discontinued early to enable acceler-
ated data analysis and inform the overall varoglutamstat development strategy.
Consequently, research and development expenses for varoglutamstat in 2025 captured data and statistical
analyses for kidney function. A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the
best overall assessment of efficacy of varoglutamstat and to statistically validate the homogeneity of out-
comes in the two studies. In addition, R&D expenses for varoglutamstat occurred in connection with the
formal completion of the VIVAD and VIVA-MIND studies as well as assays to support prolonged patent
protection.
-
Early-stage initiatives investments focused on:
o
Identification of next generation development candidate VY2149 with improved molecular prop-
erties. Further characterization of VY2149 in various in vitro and in vivo models. Including assays
to support prolonged patent protection.
o
Exploration of the molecular mode-of-action of QPCT/L inhibitors in general
o
Various kidney specific animal models to further assess the molecular mode of action of varoglu-
tamstat with an emphasis on inflammation and fibrosis. Aiming to potentially broaden the medical
use of varoglutamstat into other indications.
The successful development of the product candidates is uncertain. At this time, Vivoryon cannot reasonably
estimate the nature, timing and estimated costs of the efforts that will be necessary to complete the development of,
or the period, if any, in which material net cash inflows may commence from, any of Vivoryon´s product candi-
dates. This is due to numerous risks and uncertainties associated with developing drugs, including the uncertainty
of:
-
clinical trials or the product candidates producing negative or inconclusive results, including failure to
demonstrate statistical significance;
-
the scope, rate of progress, results and cost of the clinical trials, nonclinical testing, and other related activi-
ties;
-
delays in reaching, or failing to reach, agreement on acceptable clinical trial contracts or clinical trial proto-
cols with prospective trial sites or prospective CROs, the terms of which can be subject to extensive negoti-
ation and may vary significantly among different CROs and trial sites;
-
the cost of manufacturing clinical supplies and establishing commercial supplies of the product candidates
and any products that we may develop;
-
third-party contractors failing to comply with regulatory requirements or meet their contractual obligations
in a timely manner, or at all;
-
the number and characteristics of product candidates that we pursue;
-
undesirable side effects or other unexpected characteristics, causing Vivoryon or the investigators, regula-
tors or institutional review boards to suspend or terminate the trials;
-
potential additional safety monitoring or other studies requested by regulatory agencies;
-
the cost, timing, and outcomes of regulatory approvals;
-
the number of trials required for approval;
-
the duration of patient follow-up;
-
the cost and timing of establishing sales, marketing, and distribution capabilities; and
-
the terms and timing of any collaborative, licensing and other arrangements that we may establish, includ-
ing any milestone and royalty payments thereunder.
A change in the outcome of any of these variables with respect to the development of any product candidate
that Vivoryon may develop could mean a significant change in the costs and timing associated with the development
of such product candidate.
13
1.3.4
General and administrative expenses
2025
2024
Change
kEUR
General and administrative expenses
Personnel expenses
(1,788)
(2,847)
1,059
thereof share-based payment expenses
(629)
(1,596)
967
Legal and consulting fees
(2,107)
(2,155)
48
Other legal costs
(31)
(635)
604
Compensation expense for non-executive directors
(303)
(448)
145
thereof share-based payment expenses
(94)
(230)
136
Office and facility expenses
(254)
(251)
(3)
Capital raising costs
—
(257)
257
Depreciation and amortization expenses
(79)
(79)
—
Other expenses
(234)
(231)
(3)
(4,796)
(6,903)
2,107
Total
General and administrative expenses were EUR 4.8 million in 2025, compared to EUR 6.9 million in 2024. The
decrease by EUR 2.1 million was largely attributable to lower expenses for personnel (EUR 1.1 million) and other
legal cost (EUR 0.6 million). The cost decrease in personnel was predominantly caused by the decrease in share-
option expenses (EUR 1.0million). Other legal cost in financial year 2024 consisted of potential cost from the
“Spruchverfahren” (please refer to “1.7 Legal Proceedings” of the annual report).
Our general and administrative expenses consist principally of:
-
employee-related expenses, including salaries, benefits and stock-based compensation expense based upon
employees’ role within the organization;
-
professional fees for auditors and consulting expenses not related to research and development activities;
-
professional fees for lawyers not related to the filing, prosecution, protection and maintenance of our intel-
lectual property; and
-
cost of facilities, communication and office expenses.
We have established a patent portfolio that addresses the composition of matter and medical use of QPCT-in-
hibitors in AD, inflammatory diseases and other indications. Overall, our patent portfolio consisted of 21 owned
patent families, which comprise approximately 400 national patent applications and issued patents. As a result of
increasing competition in the development of drug products, we might incur higher expenses in connection with
maintaining, expanding and protecting our intellectual property portfolio which form part of the general and admin-
istrative expenses. Furthermore, if any of the risks associated with the protection of our intellectual property rights
or know-how are realized, this would increase the expenses accordingly.
1.3.5
Other operating result
2025
2024
Change
kEUR
Other operating result
Other operating income
Government grants
263
—
263
2
—
2
Other
Total
265
—
265
Other operating expenses
Loss due to disposal of intangible asset
—
(3)
3
—
(3)
3
Total
Other operating result
265
(3)
268
The other operating result in the year ending December 31, 2025 was EUR 265 thousand (2024: EUR (3) thou-
sand) and is essentially related to a research allowance (Forschungszulage), a tax-based incentive under the German
research Allowance Act.
14
1.3.6
Finance result
2025
2024
Change
kEUR
Finance income
Interest income
101
426
(325)
Foreign exchange income
5
56
(51)
106
482
(376)
Total
Finance expenses
Foreign exchange expense
(2)
(39)
37
Interest expenses
(45)
(47)
2
(47)
(86)
39
Total
Finance result
59
396
(337)
Finance income in 2025 predominantly results from interest income (2025: EUR 0.1 million, 2024: EUR 0.4
million) and the translation of USD denominated liabilities.
Finance expenses in 2025 as well as 2024 mainly include results from interest expenses for pensions and leas-
ing and the translation of USD denominated liabilities.
1.3.7
Critical judgement and accounting estimates
The preparation of the Financial Statements in conformity with EU-IFRS requires management to make judg-
ments, estimates and assumptions that affect the application of accounting policies and the reported amounts of as-
sets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised and in any future periods affected.
In preparing these Financial Statements, the critical judgments made by the Board in applying the accounting
policies involve the accounting estimates identified in note 5.3 ‘Use of judgements and estimates’ to Vivoryon´s
Financial Statements included elsewhere in this Annual Report.
1.3.8
New standards and interpretations not yet adopted
The standards, amendments to standards and interpretations that are effective for annual periods beginning after
December 31, 2025, and have not been applied in preparing these Financial Statements are disclosed in note 6.2
‘New standards and interpretations’ to the Financial Statements included elsewhere in this Annual Report.
1.3.9
Liquidity and capital resources
1.3.9.1
Overview
The Company`s liquidity requirements are primarily related to the funding of research and development ex-
penses and its general and administrative expenses. The net loss for the year ended December 31, 2025 was
EUR 8.9 million compared to EUR 20.6 million in the year ended December 31, 2024. The Company`s primary
uses of cash are for working capital, R&D expenses and general corporate purposes.
Historically, the Company was funded by equity investments, the issue of convertible bonds and the receipt of
public grants and subsidies. Also, the Company received cash funds from an initial public offering of shares in 2014,
a public offering in the form of a rights issue in October 2019, as well as private placements in 2015, 2016, 2019,
2022, 2023 and 2025. We refer to note ‘8.10 Equity’ to our 2025 Financial Statements.
In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million,
with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the
agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the
course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell
these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive
rights.
In October 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The new shares issued represent 12.9 % of Vivoryon’s ex-
isting issued share capital and were issued by the Company’s authorized capital under exclusion of the existing
shareholders’ pre-emptive rights. The private placement was supported by existing and new shareholders.
15
Management will actively seek to obtain appropriate grants and subsidies in the future. Furthermore, manage-
ment will seek to find suitable collaboration partners to generate revenues in the future from our research and devel-
opment programs and the Company`s product candidates. In addition, the Company may raise additional funds in
the future by issuing additional shares or convertible bonds or other financial instruments. The Company may not be
able to obtain further financing on acceptable terms, or at all, and the Company may not be able to enter into collab-
orations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Com-
pany’s shareholders. We also refer to section 1.6.2 ‘Risks relating to Financial Matters’ of this 2025 Annual Report.
If the Company is unable to raise further capital on acceptable terms or at all, the Company would be forced to
terminate its product development or future commercialization efforts of one or more of its product candidates, or
may be forced to terminate its operations. Although management continues to pursue these plans, there is no assur-
ance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to
fund continuing operations, if at all.
Management has considered the ability of the Company to continue as a going concern. Based on the Com-
pany’s recurring losses from operations incurred since inception, expectation of continuing operating losses for the
foreseeable future, and the need to raise additional capital to finance its future operations together with the afore-
mentioned uncertainties for realizing it, as of April 23, 2026, the issuance date of the financial statements for the
year ended December 31, 2025, the Company has concluded that a material uncertainty exists that may cast signifi-
cant doubt about its ability to continue as a going concern.
1.3.9.2
Cash and cash equivalents
As at December 31, 2025, Vivoryon held cash and cash equivalents of EUR 5.6 million. Therein are included
term deposits of EUR 4.0 million with an initial duration minor than 3 months. The cash primarily consists of EUR
cash. The banks are all investment graded.
16
1.3.9.3
Cash flows
The table below summarizes the statement of cash flows for the years ended December 31, 2025, and 2024:
December
December
31, 2025
31, 2024
Change
kEUR
Net cash flow from provided / (used in):
Operating activities
(8,455)
(19,174)
10,721
Investing activities
(6)
9,998
(10,004)
4,715
(57)
4,771
Financing activities
Net decrease in cash and cash equivalents
(3,746)
(9,233)
5,488
Cash and cash equivalents at the beginning of the period
9,365
18,562
(9,197)
Effect of exchange rate fluctuation on cash held
—
36
(36)
5,619
9,365
(3,746)
Cash and cash equivalents at the end of the period
Operating activities
Negative cash flows from operating activities were EUR 8.5 million in 2025, compared to EUR 19.2 million in
the year 2024, representing a reduction of EUR 10.7 million due to the ramp-down activities related to VIVIAD and
VIVA-MIND studies partially offset by investments in kidney related research and analysis.
Investing activities
Negative cash flows from investing activities decreased in the year ended December 31, 2025, by EUR 10.0
million to EUR 0.0 million, mainly due to the proceeds from sale of euro cash in term deposits longer than 3
months.
Financing activities
Cash flows from financing activities were EUR 4.7 million for the year 2025 compared to cash flows from fi-
nancing activities of EUR -0.1 million in 2024. The change of EUR 4.8 million mainly relates to the proceeds from
the issuance of common shares of EUR 5.1 million on October 6, 2025, when the Company issued 3.4 million new
ordinary shares at an offering price of EUR 1.50 per share, amounting to gross proceeds of EUR 5.1 million .
1.3.9.4
Funding requirements
The primary goal of Vivoryon´s financial management is to ensure the liquidity reserves required for advancing
its assets into those clinical stages of development that are considered as attractive in-licensing opportunities by in-
ternational biopharmaceutical companies. This approach requires significant financial resources, which Vivoryon
aims to raise via capital increases and the utilization of other financial instruments, e.g., loans, convertibles etc.
Funding will be needed for conducting planned and future clinical studies, including the Phase 2b DKD study
of varoglutamstat, and for the development of new product candidates as well as the expansion of its product candi-
dates into new indications, hence Vivoryon aims to finance its cash needs through a combination of equity offerings,
other financial instruments like convertibles and licensing arrangements. We also refer to note 3 of the 2025 Finan-
cial Statements.
17
1.4
Company outlook
Following the strategic shift of the Company from early AD towards a focus on inflammatory and fibrotic dis-
eases, in particular on kidney disease, the near- and mid-term focus of Vivoryon’s business activities can be summa-
rized as follows:
-
Preparing for a planned Phase 2b study of varoglutamstat in diabetic kidney disease (DKD) (subject to ad-
ditional funding and/or partnership),
-
Assess the potential of QPCT/L inhibitors, including VY2149, in DKD, including earlier or later stages of
the disease, CKD, rare kidney diseases and other inflammation / fibrotic disorders, and Meprin inhibitors in
inflammatory/fibrotic disorders
-
Further scientific analysis of QPCT/L inhibitors, including additional potential indications, and
-
To fund all the above activities: continue to actively explore potential business development and financing
opportunities.
As per the Company’s current planning, the cash and cash equivalents as of December 31, 2025, provide for
the Company’s financing into the fourth quarter of 2026. This cash runway guidance reflects an overall reduction in
cash utilization while prudently investing in preparing to execute on the Company’s kidney disease strategy.
In April 2025, Vivoryon had also entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15
million, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of
the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over
the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to
sell these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emp-
tive rights. In the absence of sufficient private funding, SEPA would be used as a temporary bridging solution.
In October 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The new shares issued represent 12.9 % of Vivoryon’s ex-
isting issued share capital and were issued by the Company’s authorized capital under exclusion of the existing
shareholders’ pre-emptive rights. The private placement was supported by existing and new shareholders.
The Company is using the proceeds from the private placement towards realizing the immediate next steps in
ongoing clinical development of its lead candidate varoglutamstat, namely securing a partnership and, if required,
additional funding to enable initiation of the planned Phase 2 study in diabetic kidney disease, as well as for general
corporate purposes.
Due to its business model, Vivoryon is dependent on the acquisition of additional capital to be able to continue
to execute its R&D and strategy. The Company will strive to achieve this in the form of equity through capital in-
crease or via alternative financing forms such as loans, convertible bonds, option bonds, etc. The Board is author-
ized to issue new shares without pre-emptive rights and without shareholder approval up to 50% of the Company’s
issued share capital until November 27, 2027 and an additional up to 10% of the Company’s issued share capital
until May 27, 2027. The Company may not be able to obtain further financing on acceptable terms, or at all, and the
Company may not be able to enter into collaborations or other arrangements. The terms of any financing may ad-
versely affect the holdings or rights of the Company’s shareholders. We also refer to section 1.6.2 ‘Risks relating to
Financial Matters’ and 3.0 ‘Going Concern’ of this 2025 Annual Report.
18
1.5
Risk management
1.5.1
Risk management and control systems
For the leadership of the Company, a continuous and systematic management of the entrepreneurial opportuni-
ties and risks is of essential importance. For this reason, the Company implemented internal risk management and
control systems.
The Board assesses the current developments in the Company on a regular basis. In the audit committee, the
supervision of the effectiveness of the accounting processes as well as the supervision of the independence of the
auditor are reviewed.
The business of the Company is exposed to specific industry risks, as well as general business risks. The finan-
cial condition or results of operations could be materially and adversely affected if any of these risks occur, and as a
result, the market price of the Company´s shares could decline. This Annual Report also contains forward-looking
statements that involve risks and uncertainties. The actual results could differ materially and adversely from those
anticipated in these forward-looking statements as a result of certain factors.
1.5.1.1
Opportunities
The Company operates in an industry characterized by constant change and innovation. The challenges and
opportunities in the healthcare sector are influenced by a wide variety of factors. Global demographic changes, med-
ical advances and the desire to increase quality of life provide excellent growth opportunities for the pharmaceutical
and biotechnology industries. However, companies must also grapple with growing and changing regulatory re-
quirements in the field of drug development as well as cost pressure on healthcare systems.
The main opportunities for the Company and its shareholders are based on an unmet medical need in certain
inflammatory and fibrotic disorders, the generation of additional positive data from the Company`s proprietary
programs, licensing agreements due to the Company’s very comprehensive and well-positioned patent portfolio
as well as takeovers and M&A opportunities with the Company as a potential target.
1.5.1.2
Risks
On the other hand, the Company is exposed to various individual risks, which are described in detail in “Risk
factors“ of the Management Report, relating to the Annual Financial Statements 2025. The occurrence of these risks
can, individually or in aggregate, have a material adverse effect on the business activities, the realization of signifi-
cant Company goals and/or the Company’s ability to refinance. Moreover, the risks could have substantial negative
implications for the Company’s net assets, financial position and results of operations. In the worst case, this could
force the Company to file for insolvency. Currently factors have been identified which could, in the short-term, im-
pair the development of the Company. As per the Company’s current planning, the cash and cash equivalents as of
December 31, 2025, provide for the Company’s financing into the fourth quarter of 2026. This cash runway guid-
ance reflects an overall reduction in cash utilization while prudently investing in preparing to execute on the Com-
pany’s kidney disease strategy. Importantly, the launch and execution of the planned clinical Phase 2b study in DKD
will require further additional funding and/or partnership. Further activities to finance our operations beyond the
upcoming twelve months are planned, we refer to chapter ‘3.’ of our annual Financial Statements 2025.
1.5.2
Risk management
In 2025 following amendments to the Dutch Corporate Governance Code, two additional statements were in-
corporated. First, a statement was introduced regarding the limited assurance provided on sustainability reporting.
Second, a statement was added addressing the level of comfort provided by the Risk management and internal con-
trol systems in place to manage the Company’s principal operational and compliance risks. For further details please
refer to 1.5.2.3 “Principle operational and compliance risks” and 1.6.4”Risk control measures”.
However, risk management and internal control systems are subject to inherent limitations. Certain risks cannot
be entirely mitigated due to their nature, the disproportionate costs that full mitigation may entail, reliance on the
actions of employees or third parties, or factors beyond the Company’s control. Although the Company continu-
ously seeks to enhance its processes and procedures, these systems cannot provide absolute assurance with respect
to the achievement of strategic, operational, compliance, and reporting objectives. Nor can they fully prevent all
misstatements, inaccuracies, errors, fraud, operational disruptions, or instances of non-compliance with applicable
laws and regulations.
19
The Company has an active, systematic compliance and risk management system on the basis of which risks
are to be identified, monitored and, on the basis of appropriate measures, minimized. The purpose of this is to sup-
port the identification and management of risks that may affect the achievement of the Company’s strategic, opera-
tional, reporting and compliance objectives as well as sustainability reporting. Therefore, the Board analyses in a
continuous process the potential risks, evaluating impact and likelihood, and determining appropriate measures to
mitigate and minimize these risks.
1.5.2.1
Risk assessment and key risk identification
The risk assessment process considers both internal and external developments relevant to the Company. Iden-
tified risks are assessed based on their potential impact and likelihood of occurrence. Where considered appropriate,
mitigating measures are defined and incorporated into the Company’s day-to-day operations.
Given the size and complexity of the Company, the risk assessment process is pragmatic in nature and is pri-
marily embedded in regular management activities.
As a result of this risk assessment, the Company’s principal risks for 2025 were identified and described in the
risk section of this report (1.6 Risk Factors).
1.5.2.2
Design and operation of internal risk management and control systems
The Board operates internal risk management and control systems appropriate to the size and complexity of the
Company. These systems are designed to identify, assess, manage and monitor risks that could hinder the achieve-
ment of our strategic objectives.
In designing and operating these systems, the Company applies the principles of the Three Lines Model. Oper-
ational management is responsible for managing risks and performing day-to-day control activities within the busi-
ness processes (first line). Oversight of risk management and internal control is exercised through management re-
view and monitoring activities (second line). Given the size and complexity of the Company, independent assurance
activities are limited and are performed where considered appropriate, for example through the audit committee and
external reviews (third line). The internal risk management and control systems are embedded in the Company’s
daily operations and are periodically reviewed by the Board.
Executive board members
The risk management process begins with the executive board members, which, in the course of overall man-
agement, on the basis of the risk bearing potential, provide a clear definition of the strategy, the business types, ac-
ceptable and unacceptable risks as well as the total justifiable risk.
Non-Executive board members
The non-executive board members have a control function with respect to all measures for risk limitation and
risk management in the Company.
These structures support both financial reporting controls and controls related to operational, compliance and
sustainability reporting processes.
1.5.2.3
Principal operational and compliance risks
The internal risk management and control system differentiates between four different risk categories: finan-
cial, compliance, operational and sustainability risks.
The Company’s internal control and risk management systems are designed to provide differentiated levels of
assurance, reflecting the nature, complexity, and regulatory maturity of each risk category. Inherent limitations in
any control system may prevent the absolute elimination of risks; accordingly, assurance levels are defined as fol-
lows:
1.5.2.3.1
Financial (Reporting) Risks
The Company maintains an internal financial control system designed to safeguard assets and ensure the relia-
bility of financial reporting. Assurance over the effectiveness of these controls is obtained through ongoing manage-
ment oversight, structured self-assessments, and risk-based testing of selected control activities. While the system is
designed to mitigate risks, it provides reasonable, but not absolute, assurance against material misstatement.
Key element of this financial risk management framework consists of the Three Lines Model, under which op-
erational management assumes primary responsibility for risk management and controls (first line), management
20
oversight and monitoring functions provide supervision (second line), and independent assurance is performed,
where appropriate, by governance bodies such as the Board, Audit Committee and through external reviews (third
line).
The Company has a budget and forecasting process that monitors, plans and approves costs for at least the next
12 months. This planning process is supplemented by cash planning. The results are discussed regularly in manage-
ment and with the Board. This enables the Company to prepare capital measures at the right points in time and to
adequately finance our future development activities.
Based on the procedures performed, management concludes that the financial statements are free from material
misstatement and that no significant changes to the internal control framework were required during the reporting
period.
The internal control system over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial statements and the preparation of financial information in accordance with applicable ac-
counting standards. This includes structured governance, defined control activities, segregation of duties, and regu-
lar monitoring procedures. While reasonable assurance does not guarantee the absence of material misstatements, it
represents a high, though not absolute, level of confidence.
1.5.2.3.2
Legal and Compliance Risks
The Company operates within a defined compliance framework designed to ensure adherence to applicable
laws, regulations, and internal policies. This framework builds upon the overall internal control environment and
includes regular monitoring of regulatory developments, compliance reviews, defined reporting mechanisms, and
timely remediation of identified issues.
Also, at least once a year, the Board monitors the design and operation of internal risk management and control
systems and carries out a systematic assessment of their design and effectiveness operation. This monitoring covers
all material control measures relating to strategic, operational, compliance and reporting risks. Attention is given to
observed weaknesses, instances of misconduct and irregularities, indications from whistleblowers, lessons learned
and findings from the auditor.
Through these measures, the Company seeks to mitigate legal and regulatory risks, protect its reputation, and
maintain operational integrity. Management considers the compliance structures in place to be appropriate to the
Company’s scope and complexity.
Due to the nature of operational activities and external influences, absolute assurance cannot be provided. The
Management Board is not aware, as of the balance sheet date, that internal risk management and control systems do
not provide sufficient certainty that operational and compliance risks are effectively managed in line with the com-
pany’s risk appetite. “Sufficient certainty” should be understood in the context of the Company’s risk appetite, its
complexity, the inherent limitations of these systems, and the related disclosures in the management report.
1.5.2.3.3
Operational Risks
Operational risks are managed through structured processes aimed at identifying, assessing, and mitigating po-
tential disruptions arising from internal or external factors. The framework includes clearly defined controls, ongo-
ing performance monitoring, continuous process improvement, and contingency planning.
The Company’s quality management system according to good clinical practice (GCP) further supports opera-
tional reliability and process effectiveness. Management believes that the established framework enhances resilience
and ensures business continuity.
For compliance and operational risk management, the Company maintains established governance structures,
monitoring mechanisms, and control processes embedded in day-to-day operations. The Management Board is not
aware, as of the balance sheet date, that internal risk management and control systems do not provide sufficient cer-
tainty that operational and compliance risks are effectively managed in line with the company’s risk appetite.
“Sufficient certainty” should be understood in the context of the Company’s risk appetite, its complexity, the
inherent limitations of these systems, and the related disclosures in the Management report. Due to the nature of op-
erational activities and external influences, absolute assurance cannot be provided. Nevertheless, management con-
siders the implemented controls and oversight mechanisms appropriate and effective relative to the Company’s size,
structure, and risk profile.
21
1.5.2.3.4
Sustainability Risks
According to EU law requirements, the adoption of European Sustainability Reporting Standards (ESRS) and
the publication of first sustainability statements is not required for listed SMEs like Vivoryon for the current fiscal
year.
However, to address the increasing relevance of climate change, the Board has initiated to discuss the imple-
mentation of an Environmental, Health and Safety Policy reflecting our organization’s commitment to minimize our
carbon footprint.
Management has analyzed the impact of climate-related risks on our Financial Statements and concludes that
the effect of climate-related risks does not have a material impact on accounts and disclosures, including judgements
and estimates in the Financial Statements. The assessment is reviewed on an ongoing basis, and the process enables
us to respond to changes in the risk situation at an early stage. This will ensure limited assurance that any sustaina-
bility-related data and information do not contain any material inaccuracies.
1.5.3
Disclosure controls and procedures
The Board of Vivoryon Therapeutics is responsible for reviewing the Company's risk management and control
systems in relation to the financial and sustainability reporting by the Company. The Board has charged its audit
committee with periodic oversight of these risk management and control systems, with reports being provided to the
Board. The audit committee assists the Board, among other things, in reviewing and discussing with the Board and
the independent auditor the audit plan as well as the annual audited Financial Statements and condensed interim fi-
nancial statements (unaudited) prior to the filing of the respective annual and interim reports.
The success of the business depends on the ability to identify opportunities while assessing and maintaining an
appropriate risk appetite. The risk management of Vivoryon Therapeutics considers a variety of risks, including
those related to industry and business, those related to the ongoing relationship with the shareholders of Vivoryon
and those related to intellectual property. The approach to risk management is designed to provide reasonable, but
not absolute, assurance that the assets are safeguarded, the risks facing the business are being assessed and mitigated
and all information that may be required to be disclosed is reported to the senior management including, where ap-
propriate, to the Chief Executive Officer.
As of December 31, 2025, under the supervision and with the participation of the Board, the Company per-
formed an evaluation of the effectiveness of the design and operation of Vivoryon´s disclosure controls and proce-
dures. There are inherent limitations to the effectiveness of any disclosure controls and procedures system, including
the possibility of human error and circumventing or overriding them. Even if effective, disclosure controls and pro-
cedures can provide only reasonable assurance of achieving their control objectives.
Based on such evaluation, the Board discussed a significant deficiency that was detected in 2021 including nec-
essary remediation measures (we refer to note ‘4 Risk management system’ of the Financial Statements), but given
the progress reached since 2022, the Board concluded that the core disclosure controls and procedures are effective
to provide reasonable assurance that the information the company is required to disclose in the reports it files or sub-
mits are recorded, processed, summarized and reported within the time periods specified in section 5:25d of the
Dutch Financial Supervision Act (Wet op het financieel toezicht (Wft)).
Any material failings in, material changes to, and/or material improvements of the Company's risk management
and control systems which have been observed, made and/or planned, respectively, during the financial year to
which this report relates, have been discussed with the audit committee and with the non-executive directors.
1.5.4
Summary of key risk factors
Vivoryon Therapeutics has active, systematic risk management on the basis of which risks are to be identified,
monitored and, with appropriate measures, minimized. Vivoryon’s principal business risks are primarily in the re-
search and development of novel active pharmaceutical ingredients, the protection of intellectual property, the coop-
eration with a network of service providers and partners as well as maintaining equity in the Company’s mid-to
long-term financing, in particular, activities to finance the Company’s operations beyond the upcoming twelve
months. These risks are continuously assessed with the goal of optimizing the Company’s opportunities/risks
position. For further details on the opportunities, the risks and the risk management please refer to “1.5.1. Risk man-
agement and control systems”, “1.6 Risk factors“ and “1.6.4 Risk control measures”.
22
1.6
Risk factors
1.6.1
Risks relating to the Company's business, industry and operations
1.6.1.1
Risks of failure in completing commercializing the Company's product candidates for treatment of
severe diseases including diseases with inflammatory and/or fibrotic components, such as chronic
diseases of the kidney and other organs
1.6.1.1.1
A substantial portion of the Company's research and development efforts is concentrated on the de-
velopment of its lead asset varoglutamstat
The Company is focusing most of its research and development ("R&D") efforts on developing its lead candi-
date, varoglutamstat. Following the presentation of topline results from the VIVIAD Phase 2 study in patients with
early Alzheimer’s disease (AD) and in-depth analysis of these data and of data from the VIVA-MIND Phase 2 study
in early AD, the Company executed on its strategic shift from AD towards a focus on inflammatory and fibrotic dis-
eases, in particular those of the kidney. Chronic Kidney Disease (CKD) is a rising global health problem and is set
to become the fifth leading cause of years of life lost by 2040. As inflammation is a key underlying pathway in driv-
ing progression of diabetic kidney disease (DKD) and other kidney disorders, targeting inflammatory pathways
could represent an approach to address the unmet needs in DKD, and across both the broader CKD population as
well as in the rare disease space. The Company's future success is highly dependent on the successful development
of its product candidates for treating severe diseases. Developing and, if approved, commercializing its product can-
didates subjects the Company to many challenges, including obtaining regulatory approval from the FDA and other
regulatory authorities. For further elaboration related to the challenges of obtaining regulatory approval from the
competent regulatory authorities, please see — 1.6.1.2 Risks related to the regulatory environment—Regulatory ap-
proval processes below.
1.6.1.1.2
The focus hitherto on the development of the Company's main product candidate, varoglutamstat
The Company's current drug development programs focus on novel therapeutics with a differentiated mode of
action for treating diseases with inflammatory and/or fibrotic components, such as chronic diseases of the kidney
and other organs. The Company's future opportunities depend on the success of its R&D programs. As a product-
orientated biotechnology company, the Company is subject to the risks generally inherent in the drug development
business, i.e., whether the Company will eventually succeed in developing a product that can be successfully and
profitably licensed out to a biopharmaceutical company, approved by FDA, European Medicines Agency (the
"EMA"), and other applicable regulatory authorities (please see for more information on the risks relating to these
approval processes also —1.6.1.2 Risks related to the regulatory environment—Regulatory approval processes be-
low), and ultimately commercialized. Such risks are particularly pronounced in the biotechnology industry, espe-
cially because of the long development time of the individual product candidates. Development of a drug may take
10 to 15 years or even longer.
Prior to potential licensing partnerships, the Company's product candidates may have to pass preclinical devel-
opment stages, followed by individual phases of clinical studies in humans when the effectiveness of the drugs and
their potential side effects are investigated. Please see for more information on the risks relating to any serious ad-
verse event —1.6.1.1 Risks of failure in completing commercializing the Company's product candidates for treat-
ment of severe diseases including diseases with inflammatory and/or fibrotic components, such as chronic diseases
of the kidney and other organs—1.6.1.1.4 Any of the Company's drug candidates could cause or contribute to a
death or a serious injury before or after approval. Only after it has been demonstrated with substantial evidence
through well-controlled clinical studies that the product candidates are safe and effective for use, will the Company
be positioned as an attractive licensing partner by global pharmaceutical companies.
So far, based on study results, the Company believes that its clinical product candidate varoglutamstat will be
well tolerated in humans. Success in early preclinical or clinical studies does, however, not mean that future larger
clinical studies would be successful. Product candidates in later-stage clinical studies may fail to demonstrate suffi-
cient safety and efficacy despite having shown promising results in and progressed through early clinical studies.
Similarly, the outcome of preclinical testing and early clinical studies may not be predictive of the success of later
clinical studies, and interim results of a clinical study do not necessarily predict final results. Progress in studies of
one product candidate does not indicate that the Company will make similar progress in additional studies for that
product candidate or in studies for other product candidates. Several companies in the pharmaceutical industry, in-
cluding those with greater resources and experience than the Company, have suffered significant setbacks in ad-
vanced clinical studies and have stopped their development programs, even after obtaining promising results in
23
earlier clinical studies. Also, there can be significant variability in safety and /or efficacy results between different
studies of the same product candidate due to numerous factors, including changes in study protocols, differences in
size and type of the patient populations, adherence to the dosing regimen and other study protocols and the rate of
dropout among clinical study participants. The Company therefore cannot predict whether any Phase 2, Phase 3 or
other clinical studies conducted will demonstrate consistent or adequate efficacy and safety to obtain regulatory ap-
proval to market its product candidates. The Company can also not guarantee that its product candidates will show
sufficient efficacy in patients in future studies or will not display harmful side effects or other relevant adverse
events or that other findings will not exclude the further development of its respective product candidates. Any such
findings may result in significant delay or even termination of the development of the relevant product candidate
which could have a material adverse effect on the Company's business, prospects, liquidity position, financial condi-
tion, and results of operations.
1.6.1.1.3
Any of the Company's drug candidates could cause or contribute to a death or a serious injury before
or after approval
The Company's product candidates targeting severe diseases are aimed at a patient population made up of el-
derly patients and patients with severe and/or chronic diseases. Under the FDA's medical reporting regulations, the
Company is required to report to the FDA instances in which its product candidate has or may have caused or con-
tributed to a death or serious injury. Any such serious adverse event involving the Company's product candidates
could result in future FDA action, such as an inspection, enforcement action or warning, or in more serious cases, a
complete shutdown of its clinical program, which may delay or suspend regulatory approval. For further elaboration
related to the challenges of obtaining regulatory approval from the competent regulatory authorities, please see —
1.6.1.2 Risks related to the regulatory environment—Regulatory approval processes below. Any corrective action,
whether voluntary or involuntary, and either pre- or post-market (if applicable), needed to address any serious ad-
verse event may require the dedication of substantial time and capital, distract management from operating the Com-
pany's business, and harm its reputation and financial results.
1.6.1.1.4
If we encounter difficulties in enrolling or retaining patients in our clinical trials, our clinical devel-
opment activities could be delayed and result in increased costs and longer development periods or
otherwise adversely affected.
We will be required to identify and enroll a sufficient number of patients for our planned clinical trials. Also,
FDA requests “Diversity Action Plans” to improve enrollment of study participants from underrepresented popula-
tions in clinical studies in the U.S. (draft guidance June, 2024). Study participant enrollment could be limited in fu-
ture trials given that many potential participants may be ineligible because of pre-existing conditions, medical treat-
ments or other reasons. We may not be able to initiate or continue clinical trials required by the FDA, EMA or other
foreign regulatory agencies or any of our other product candidates that we pursue if we are unable to locate and en-
roll a sufficient number of eligible patients or volunteers to participate in these clinical trials.
Patient enrollment and/or retention are affected by other factors, including:
-
severity of the disease under investigation;
-
design of the clinical trial protocol;
-
size and nature of the patient population;
-
eligibility criteria for the trial in question;
-
perceived risks and benefits of the product candidate under trial;
-
perceived safety and tolerability of the product candidate;
-
proximity and availability of clinical trial sites for prospective patients;
-
availability of competing therapies and clinical trials;
-
clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to
-
other available therapies, including standard-of-care and any new drugs that may be approved for the
-
indications we are investigating;
-
efforts to facilitate timely enrollment in clinical trials;
-
effects of unforeseeable global pandemic events such as the COVID-19 pandemic on our clinical trial sites;
24
-
patient referral practices of physicians; and
-
our ability to monitor patients adequately during and after treatment.
We also may encounter difficulties in identifying and enrolling such patients with a stage of disease appropriate
for our ongoing or future clinical trials. In addition, the process of finding and diagnosing patients may prove costly.
Our inability to enroll a sufficient number of patients for any of our clinical trials would result in significant delays
or may require us to abandon one or more clinical trials.
1.6.1.2
Risks related to the regulatory environment
1.6.1.2.1
Legal compliance matters
The international biopharmaceutical and medical technology industry is highly regulated by legislation and reg-
ulating governmental bodies authorized to approve the commercialization of pharmaceutical products (the "Compe-
tent Authorities") that impose substantial requirements covering nearly all aspects of the Company's activities, nota-
bly on R&D, manufacturing, preclinical tests, clinical studies, labeling, marketing, sales, storage, record keeping,
promotion and pricing of its R&D programs, product candidates and future products. Failure to comply with such
regulatory requirements could also result in delays, suspensions, refusals and withdrawals of approvals as well as
fines or other sanctions and could make it impossible for the Company's licensing partner to commercialize its prod-
ucts and/or product candidates.
The third parties with whom the Company contracts to manufacture its product candidates are also subject to
these and other environmental, health and safety laws and regulations. For more information on these third parties
and associated risks, please see —1.6.1.3 Risks related to the Company's dependence on third parties and key per-
sonnel—The Company relies upon third party contractors and service providers for the execution of most aspects of
its development programs below. Liabilities that incur pursuant to these laws and regulations could result in signifi-
cant costs or in certain circumstances, an interruption in operations, any of which could adversely impact the Com-
pany's business and financial condition if the Company is unable to find an alternate supplier in a timely manner.
1.6.1.2.2
Regulatory approval processes
The development, manufacture, and marketing of the Company's products are subject to government regulation
in the United States, the European Union (the "EU") and other jurisdictions. In most jurisdictions, the Company
must complete rigorous preclinical testing and extensive human clinical trials that demonstrate the safety and effi-
cacy of a product in order to apply for regulatory clearance or approval to market the product. The regulatory ap-
proval processes of the FDA, the EMA, the National Medical Products Administration of China ("NMPA") and
other Competent Authorities are lengthy, time consuming and inherently unpredictable. Even if the FDA, the EMA,
the NMPA or a notified body grants regulatory clearance or approval of a product, the clearance or approval may be
limited to specific indications or limited with respect to its distribution. Consequently, even if the Company believes
that preclinical and clinical data is sufficient to support regulatory clearance or approval for its products, the FDA,
the EMA, the NMPA or other Competent Authorities may not ultimately grant regulatory clearance or approval for
commercial sale in any jurisdiction. If the Company fails to obtain regulatory approval in any jurisdiction, it will not
be able to commercialize its products and consequently the ability to generate revenues will be limited in that juris-
diction and its business, results of operations, financial condition, and prospects, may be materially adversely af-
fected.
Preclinical tests and clinical studies are expensive and time-consuming, and their results are uncertain. The
Company, its collaborative partners or other third parties may not successfully complete the preclinical tests and
clinical studies of the R&D programs as well as the Company's product candidates, which could delay or prevent
regulatory approval and ultimately the commercialization of its product candidates. The Company cannot guarantee
that the R&D programs as well as its product candidates will demonstrate sufficient safety or efficacy or perfor-
mance in its preclinical tests and clinical studies to obtain marketing approval in any given country or at all, and the
results from earlier preclinical tests and clinical studies may not indicate the results of later-stage preclinical tests
and clinical studies. At any stage of development, based on a review of available preclinical and clinical data, the
estimated costs for the continued development of the Company's product candidates, market assessments and other
factors could change, and the development of any of its R&D programs and its product candidates may be delayed,
suspended or discontinued. Such delays, suspension or discontinuity may result in a reduced exclusivity period of
the product and an overall increase of expenditures over time, which both may have a material adverse effect on the
Company's liquidity position, business, prospects, financial condition and results of operation.
25
Clinical studies can be delayed for a variety of reasons, including delays in obtaining regulatory approval to
commence a study, in reaching agreement on acceptable terms with prospective contract research organizations
("CROs"), contract manufacturing organizations ("CMOs") and clinical study sites, in obtaining ethics committee
approval, in recruiting suitable patients to participate in a study, in having patients complete a study or return for
follow-up, in adding new sites or in obtaining sufficient supplies of clinical study materials or clinical sites dropping
out of a study and in the availability of appropriate clinical study insurances. Furthermore, the Company, its collabo-
rative partners or regulators may require additional preclinical tests and clinical studies. Such delays or additional
testing could result in increased costs and delay or jeopardize the Company's ability to obtain regulatory approval
and thus the commencement of the marketing of its product candidates as expected. The realization of this risk may
therefore have a material adverse effect on the Company's liquidity position, business, prospects, financial condition
and results of operation.
Successful and timely completion of clinical studies will require the enrollment of a sufficient number of pa-
tient candidates. Studies may be subject to delays as a result of patient enrollment taking longer than anticipated or
patient withdrawal. Many factors affect patient enrollment, including the size and nature of the patient population,
the severity of the disease under investigation, the patient eligibility criteria for the study in question, the ability to
monitor patients adequately during and after the treatment, the Company's payments for conducting clinical studies,
the proximity of patients to clinical sites, the design of the clinical study, clinicians’ and patients’ perceptions as to
the potential advantages of the product candidates being studied in relation to other available therapies, including
any new products that may be approved for the indications the Company is developing and whether the clinical
study design involves comparison to placebo or standard of care. Unforeseeable global pandemic events such as the
COVID-19 pandemic could also have an effect on the Company's ability to enroll candidates for clinical trials.
In addition, some of the Company's competitors have ongoing clinical studies for product candidates that treat
the same indications as the Company's product candidates, and patients who would otherwise be eligible for the
Company's clinical studies may instead enroll in clinical studies of product candidates of its competitors. Other risks
relating to competitors are described under —1.6.1.7 Risks related to competing product candidates. If the Company
experiences lower than expected enrollment in the studies, the studies may not be completed as envisaged or may
become more expensive to complete. Such delays, suspension or lack of completion could result in increased costs
and jeopardize the Company's ability to obtain regulatory approval and thus the commencement of the marketing of
its product candidates as expected. The realization of this risk may therefore have a material adverse effect on the
Company's liquidity position, business, prospects, financial condition and results of operation.
1.6.1.3
Risks related to the Company's dependence on third parties and key personnel
1.6.1.3.1
The Company relies upon third party contractors and service providers for the execution of most as-
pects of its development programs
The Company outsources and expects to outsource the majority of functions, tests and services to CROs, medi-
cal institutions and other specialist providers in relation to, among others, assays, animal models, toxicology studies,
and pharmacokinetic/pharmacodynamic studies. The Company furthermore relies on these third parties for quality
assurance, clinical monitoring, clinical data management and regulatory expertise. The Company has engaged, and
may in the future engage, CROs to run all aspects of a clinical study on its behalf.
There is no assurance that such individuals or organizations will be able to provide the functions, tests, or ser-
vices as agreed upon or with the necessary quality which could result in significant delays in the development of the
Company's product candidates.
There is also no assurance that these third parties will not make errors in the design, management or retention
of the Company's data or data systems. The failure of such third parties could lead to loss of data, which in turn
could lead to delays in commercialization. These third parties may not pass FDA, EMA or other regulatory audits,
which could delay or prohibit regulatory approvals. For further disclosure related to the challenges of obtaining reg-
ulatory approval from the competent regulatory authorities, please see —1.6.1.2 Risks related to the regulatory envi-
ronment—Regulatory approval processes above. In addition, the costs of such services could significantly increase
over time. If these third parties do not successfully carry out their contractual duties or meet expected timelines, ob-
taining regulatory approval for manufacturing and commercialization of the Company's product candidates may be
delayed or prevented, which would have a material adverse effect on its business prospects, results of operations
and/or financial condition. The risk factors that apply to the Company as described under—1.6.1.4 Risks related to
geopolitical uncertainties, business interruptions and other uncertainties beyond the Company's control and —
1.6.1.8 Risks related to information technology and cyber-attacks could also apply to these third parties and, if
26
materialized, could therefore have the result that these parties will not be able to timely and/or successfully carry out
their contractual duties.
The Company relies on third parties to supply and manufacture its product candidates, and it expects to rely on
third parties to manufacture its products, if approved. The development of such product candidates and the commer-
cialization of any products, if approved, could be stopped or delayed if any such third party fails to manufacture or
provide sufficient quantities of product candidates or products or fails to do so at acceptable quality levels or prices
or fails to maintain or achieve satisfactory regulatory compliance, which would have a material adverse effect on the
Company's business prospects, results of operations and/or financial condition.
1.6.1.3.2
The Company depends on the ability to attract and retain key personnel and executive directors
The Company has only a small number of management executives responsible for managing its core business.
The Company's success significantly depends on the performance of its management executives and highly qualified
employees in key positions, in particular executive board members and other management executives with substan-
tial sector experience. The services of the Company's management executives are essential for the success of its
business, research, development, and regulatory strategies.
Additionally, it is important for the Company's success to attract, retain and motivate highly qualified clinical
and scientific personnel. Many of the other biotechnology and pharmaceutical companies and academic institutions
that the Company competes against for qualified personnel have greater financial and other resources, different risk
profiles and a longer history in the industry than the Company. Therefore, the Company might not be able to attract
or retain such key persons on conditions that are economically acceptable or enforce non-competition undertakings,
where necessary. In the event of a loss of certain clinical and scientific personnel or management executives, the
Company's R&D efforts may be materially adversely affected.
The failure to attract the personnel needed, the loss of certain clinical and scientific personnel or management
executives or the failure to develop or obtain the necessary expertise could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
1.6.1.4
Risks related to geopolitical uncertainties, business interruptions and other uncertainties beyond
the Company's control
Geopolitical uncertainties, terrorism and other business threats could damage or disrupt the Company's opera-
tions and those of its suppliers, partners or collaborators. In addition, war or geopolitical conflicts can lead to cyber-
security attacks even outside of the conflict zone. Interruptions to the Company's operations could adversely affect
its ability to timely proceed with its clinical trials and could imply incurring significant expenditures as fixed costs
such as salaries and project management would continue. Following Russia's invasion of Ukraine in February 2022,
the United States, several European Union nations, and other countries have announced sanctions against Russia,
and the North Atlantic Treaty Organization (the "NATO") has deployed additional military forces to Eastern Eu-
rope. The invasion of Ukraine and the retaliatory measures that have been taken, or could be taken in the future, by
Russia, the United States, NATO, and other countries have created global security concerns that could result in a
regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could
disrupt the Company's supply chain, adversely affect the anticipated timing, completion and/or results of its clinical
trials, and adversely affect potential future commercialization efforts. Also, the global impact of the conflict be-
tween Israel and Hamas and the Iran war are not yet foreseeable, and it is currently impossible to say whether the
war will escalate further. In both cases, geopolitical tensions have already and could further lead to sharply rising
energy prices, which would have a negative impact on raw materials for drug products. In addition, the ongoing un-
certainty in global markets, including as a result of the events described above, may have a wide impact on the
availability and price of various materials and services and might also sustainably affect global financial markets.
Cost inflation may negatively impact on the Company's cash reach while capital markets disruptions may adversely
affect its future financing possibilities. All these changes may materially affect the Company economically and neg-
atively affect its liquidity and financial position.
1.6.1.5
Climate-related risk
Climate change presents risks to our operations, including the potential for additional regulatory requirements
and associated costs, and the potential for more frequent and severe weather events and water availability challenges
that may impact our facilities and those of our suppliers. We cannot provide assurance that physical risks to our fa-
cilities or supply chain due to climate change will not occur in the future. We periodically review our vulnerability
to potential weather-related risks and other natural disasters and update our assessments accordingly. Based on our
reviews, we do not believe these potential risks are material to our operations at this time.
27
To address the increasing relevance of climate change, the Board has initiated to discuss the implementation of
an Environmental, Health and Safety Policy reflecting our organization’s commitment to minimize our carbon foot-
print.
We have analyzed the impact of climate-related risks on our Financial Statements and conclude that the effect
of climate-related risks do not have a material impact on accounts and disclosures, including judgements and esti-
mates in the Financial Statements.
1.6.1.6
Risks related to intellectual property rights
1.6.1.6.1
Patent terms may be inadequate to protect the Company's competitive position on its product candi-
dates for an adequate amount of time
Patents have a limited lifespan. For example, in the United States, if all maintenance fees are timely paid, the
natural expiration of a patent is generally 20 years from its earliest US non-provisional filing date. For the Com-
pany, the composition of matter patents for its products (PQ912, PBD-C06) is especially important. In May 2025,
the United States Patent and Trademark Office (USPTO) has granted an additional composition of matter patent
covering the active polymorph of varoglutamstat (PQ912). The new U.S. patent (US 12,312,335) was granted after
an accelerated examination process and is expected to provide exclusivity through 2044 with subsequent oppor-
tunity for patent term extension of up to five years to 2049 under the Hatch-Waxman Act. Additional patents for
medical use, dosing regimens and co-medication with SGLT-2 inhibitors for varoglutamstat and related compounds
have been filed and are under examination. The matter patents of its product PBD-C06 will, subject to any possibly
extension of up to five years, expire on January 29, 2039. Various extensions may be available, but the life of a pa-
tent, and the protection it affords, is limited. Even if patents covering the Company's product candidates are ob-
tained, once the patent life has expired for a product candidate, it may be open to competition from competitive
medications, including generic medications. Given the amount of time required for the development, testing and
regulatory review of new product candidates, patents protecting such product candidates might expire before or
shortly after such product candidates are commercialized. As a result, the Company's owned and licensed patent
portfolio may not provide it with sufficient rights to exclude others from commercializing product candidates similar
or identical to the Company's. As a result, the Company's revenue from applicable products could be reduced. Fur-
ther, if this occurs, the Company's competitors may take advantage of its investment in development and trials by
referencing clinical and preclinical data and launch their product earlier than might otherwise be the case, and the
Company's competitive position, business, financial condition, results of operations and prospects could be materi-
ally harmed. Other risks relating to competitors are described under —1.6.1.7 Risks related to competing product
candidates.
1.6.1.6.2
The Company may be unable to obtain and maintain patent protection for its product candidates and
technology
The Company's success depends, in large part, on its ability to obtain and maintain patent protection in the
United States and other countries with respect to its product candidates and its technology. The Company has
sought, and intends to seek, to protect its proprietary position by filing patent applications in the United States and
abroad related to its product candidates and its technology that are important to its business. As of December 31,
2025, our patent portfolio consisted of 21 owned patent families, which comprise approximately 400 national patent
applications and issued patents. Our patent portfolio is focused on our R&D programs relating to glutaminyl cyclase
(“QC”), isoenzyme (“isoQC”) and N-terminally modified forms of Abeta peptide as the medical targets. The com-
position of matter patents of products (PQ912, PBD-C06) is especially important for the Company.
The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves
complex legal and factual questions and has, in recent years, been the subject of much litigation. As a result, the is-
suance, scope, validity, enforceability and commercial value of the Company's patent rights are highly uncertain.
Changes in either the patent laws or interpretation of the patent laws in the European Union, United States and other
jurisdictions may diminish the value of the Company's patents or narrow the scope of its patent protection.
The Company has been and may become involved in legal proceedings in relation to intellectual property rights
and the protection or enforcement of its patents, which could result in i) costly litigation, ii) it having to pay substan-
tial damages or iii) the limitation of its ability to commercialize its products and/or product candidates. There can be
no assurance that the Company will be successful in these proceedings, and any adverse ruling may have a material
adverse effect on its business, prospects, financial condition and results of operations. See further — 1.6.1.9 Risks
related to legal proceedings —Risks related to legal proceedings below.
28
1.6.1.7
Risks related to competing product candidates
The Company's competitors also develop new product candidates in the therapeutic areas targeted by the Com-
pany. These competitive product candidates may have a better effectiveness, tolerability or side effect profile and
might also be preferred by the Competent Authorities in the approval process. As a result, the Company's product
candidates may not be approved for the market or may not be sustainably established in the market once approved,
if ever. Please see for further elaboration on risks relating to regulatory approval processes —1.6.1.2 Risks related to
the regulatory environment—Regulatory approval processes above. In addition, the Company may fail to agree on
licensing partnerships for the licensing of its product candidates or the potential cooperation or licensing partner
may fail to further develop, file for market approval or market its relevant product candidate. Consequently, the
Company may not be able to receive revenues or potential milestone payments or licenses fees or revenue participa-
tion out of licensing agreements with pharmaceutical or biotechnical companies in the future which could have ma-
terial adverse effects on its business, prospects, financial condition and results of operations.
1.6.1.8
Risks related to information technology and cyber-attacks
The Company, collaborators or other contractors and consultants, depend on information technology ("IT")
systems, and any failure of these systems could harm the Company’s business. Basically, like all other computer
systems, the Company systems and those of current and any future collaborators, vendors, and other contractors or
consultants are vulnerable to damage from computer viruses, natural disasters, terrorism, war, cybersecurity threats,
unauthorized access and telecommunication and electrical failures. If any such material system failure, accident or
security breach were to occur and cause interruptions in our operations, it could result in a material disruption of our
development programs and our business operations, whether due to a loss of our trade secrets or other proprietary
information or other similar disruptions. IT systems are additionally vulnerable to security breaches from inadvert-
ent or intentional actions by the Company's employees, third-party vendors, contractors, consultants, business part-
ners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harm-
ful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability
and threaten the confidentiality, integrity, and availability of information). This risk extends to the third-party ven-
dors and subcontractors the Company uses to manage this sensitive data. The Company has systems and procedures
in place to minimize the likelihood of security breaches but cannot guarantee that third parties will not be able to
gain unauthorized access to or otherwise breach our systems in the future. Any such unauthorized access or breach
could adversely affect the business, results of operations and financial condition.
The Company manages and maintains its applications and data utilizing on-site systems in combination with
cloud computing services to process, transmit and store electronic information in connection with its business activi-
ties. The backup plans include a dedicated secured area in a geo-redundant and managed data center, which is an
essential component of the disaster recovery strategy. The Company utilizes external security and infrastructure ven-
dors to manage its IT systems and data center services according to contracts for the operational support of current
operations, as well as disaster recovery and business continuity plans.
Cyber threats are persistent and constantly evolving. Such threats have increased in frequency, scope, and po-
tential impact in recent years, which increases the difficulty of detecting and successfully defending against them.
The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate
from a wide variety of sources, including outside groups such as external service providers, organized crime affili-
ates, terrorist organizations, or hostile foreign governments or agencies.
The abovementioned threats pose a risk to the security of the Company's systems and networks, the confidenti-
ality and the availability and integrity of its data and these risks apply both to the Company, and to third parties on
whose systems the Company relies for the conduct of its business.
If the Company's IT systems or the IT systems of its third-party vendors and other contractors and consultants
become subject to disruptions or security breaches, the Company may have insufficient recourse against such third
parties and it may have to expend significant resources to mitigate the impact of such an event, and to develop and
implement protections to prevent future events of this nature from occurring.
Any cyber-attack or destruction or loss of data could have a material adverse effect on the Company's business,
financial condition, results of operations, and prospects. For example, the loss of clinical trial data from one or more
ongoing, completed, or future clinical trials could result in delays in our regulatory efforts and significantly increase
our costs to recover or reproduce the data. Because we are conducting clinical trials in parallel, a breach of our com-
puter systems could result in a loss of data or compromised data integrity across multiple programs and different
stages of development. While no personally identifiable information is stored and processed directly in-house,
CROs and other partner organizations are at risk of loss, which could result in civil fines and penalties, including
29
under the General Data Protection Regulation and relevant Member State laws in the European Union, as well as the
Health Insurance Portability and Accountability Act and other relevant state and federal privacy laws in the United
States.
1.6.1.9
Risks related to legal proceedings
The Company is currently involved in a legal proceeding in connection with the Company's transformation
from a German stock corporation (Aktiengesellschaft) into a Dutch N.V. and the transfer its official seat to the Neth-
erlands. It cannot be excluded that in the future new proceedings, whether related to those currently in progress or
not, may be initiated against the Company.
For a more elaborate description of certain key ongoing material litigation, see — 1.7 Legal proceedings. The
ultimate outcome of such proceedings or claims could have a material adverse effect on the Company's business,
results of operations or financial condition in the period in which the impact of such matters is determined or paid.
Such proceedings could represent a significant cost and require the involvement of management. In addition, in the
event of an unfavorable decision, these proceedings could have a material adverse effect on the Company's business,
financial condition, results and prospects and on its share price.
1.6.1.10 Comprehensive risk detection, evaluation and management system in implementation
Due to the Company's size and history, it does not yet have a fully deployed and formalized risk detection,
evaluation, and management system in place. The Company currently does not yet set, report, and monitor risk ap-
petite levels for the risk identified in a comprehensive manor. The Company's management monitors operational
risks as they arise and evolve, assesses their development, and implements necessary countermeasures in regular
internal meetings. The risks are reported and discussed during regular quarterly board meetings. The lack of a fully
implemented, comprehensive risk detection, evaluation and management system could result in the failure to iden-
tify, understand, and address potential risks, which could have a material adverse effect on the Company's business,
financial condition and results of operations.
1.6.1.11 Internal control over financial and sustainability reporting
The Company has historically operated with limited accounting personnel and other resources with which to
address its internal controls over financial and sustainability reporting. In connection with the audit of the Financial
Statements 2021, the Company identified a significant deficiency (further: "deficiency") in its internal control over
financial reporting, primarily related to a lack of sufficient accounting and supervisory personnel to ensure proper
segregation of duties between the preparation and approval of journal entries or that allows effectively designed re-
view controls over manual, judgmental and complex journal entries in the financial statement close process.
To address this deficiency, the Company has implemented a remediation plan, which includes constantly im-
proving the design of its internal control environment and as the Company only recently commenced the implemen-
tation of this plan, it may continue to be exposed to errors. The Company's remediation plan aims to improve its
controls over financial reporting, by enhancing the robustness of its processes. For example, the Company has elimi-
nated manual spreadsheet solutions and instead uses automated system-based procedures, the Company has ad-
vanced its internal control procedures by broader four-eyes-principle reviews and the Company will provide addi-
tional training to its finance staff. The Company will continue to engage third parties as required to assist with tech-
nical accounting, the application of new accounting standards, tax matters and valuations of equity instruments.
Since 2021, the Company added then highly experienced Chief Financial Officers and/or Vice President Finance to
its executive staff who since then led the Company's efforts to further improve the design and operational effective-
ness of its internal control procedures. In addition, the Company has engaged further external resources to allow its
further strengthening of the four-eye principle of its controls. The Board discussed the deficiency including neces-
sary remediation measures (we refer to note ‘4 Risk management system’ of the Financial Statements).
If the Company is unable to remediate the deficiency, or if other control deficiencies are identified, it may not
be able to report its financial results accurately, prevent fraud or file its periodic reports as a public company in a
timely manner.
30
1.6.2
Risks relating to financial matters
1.6.2.1
Expectation to incur losses for the foreseeable future
The Company was founded in 1997 and has focused since 2004 on the identification, research and development
of drug candidates. Based on these research and development activities, the Company has not yet generated recur-
ring revenues, except for smaller licensing revenues (see licensing arrangements Simcere under section - 1.2.4). The
Company reported a net loss of EUR 8.9 million for the year ended December 31, 2025 and EUR 20.6 million for
the year ended December 31, 2024; the accumulated deficit reported was EUR 178.2 million for the year ended De-
cember 31, 2025 and EUR 169.4 million for the year ended December 31, 2024. As the Company is a pre-revenue
stage company, the losses generated result from the lack of revenue on the one hand and the costs and expenses for
research and development and administrative expenses on the other hand.
The Company will only become profitable if it succeeds in generating substantial revenues from the commer-
cialization of its product candidates, such as advance payments, milestone payments, commissions or fees from li-
censing agreements or partnerships with pharmaceutical or biotechnology companies. For as long as the Company
does not generate sufficient revenues that enable it to offset its costs and expenses, and possibly even then, the Com-
pany is and will remain dependent on additional financing. The Company´s future profitability largely depends on
the success of preclinical and clinical studies and on its ability to commercialize its products and/or product candi-
dates, which may require the Company to find a suitable partner. It cannot be excluded that some or even all of its
development programs in respect of its product candidates may need to be terminated in the research and develop-
ment stage prior to out-licensing or thereafter, so that no revenues from such product candidates are generated. Be-
cause numerous factors influence the development of product candidates, it is uncertain whether the Company will
ever achieve any substantial revenues. Likewise, the point in time when the Company may operate profitably, if
ever, cannot be predicted. Therefore, because the Company will continue to incur expenses for research and devel-
opment and general administration in the future, the Company expects that it will continue to report losses for the
foreseeable future. If the Company fails to generate sufficient revenues to cover its costs and expenses and /or to
obtain sufficient funding to continue its business activities, the Company will be forced to file for insolvency or to
go into liquidation. This could in turn lead to the total loss of the capital invested in the Company.
To date the Company has largely financed its operations through equity raises, licensing proceeds and govern-
ment grants. In October 2025, the Company issued 3,380,500 new ordinary shares amounting to gross proceeds of
EUR 5.1 million. The private placement was supported by existing and new shareholders.
The Company is using the proceeds from the private placement towards realizing the immediate next steps in
ongoing clinical development of its lead candidate varoglutamstat, namely securing a partnership and, if required,
additional funding to enable initiation of the planned Phase 2 study in diabetic kidney disease, as well as for general
corporate purposes.
In April 2025, Vivoryon had entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 mil-
lion, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of
the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over
the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to
sell these ordinary shares to Yorkville in individual tranches, under exclusion of the existing shareholders’ pre-emp-
tive rights. This amount is not included in the current cash runway guidance as the actual amount raised and timing
thereof under the SEPA are uncertain. The Company is constantly evaluating opportunities for sources of funding
to extend its cash runway.
As of April 23, 2026, the issuance date of its annual Financial Statements 2025, the Company expects, based
on its most recent financial and business plan, that its existing cash and cash equivalents will be sufficient to fund its
operating plans into the fourth quarter of 2026, subject to the occurrence of unforeseen circumstances and without
taking into account any funds from the SEPA as well as other potential additional financing transactions, if any.
This cash runway guidance reflects an overall reduction in cash utilization while prudently investing in preparing to
execute on the Company’s kidney disease strategy. Importantly, the launch and execution of the planned clinical
Phase 2b study in DKD will require further additional funding and/or partnership. The Company's future viability
beyond the current guidance is dependent on its ability to raise further additional funds to finance its operations.
Please see also — 1.6.2.2 Substantial additional funding will likely be needed in the future. If the Company is una-
ble to obtain sufficient further funding on acceptable terms or at all, its business, prospects, financial condition, and
results of operations may be materially and adversely affected, and it may be unable to continue as a going concern.
If the Company is unable to raise capital on acceptable terms or at all, it will be forced to terminate its product de-
velopment or future commercialization efforts of one or more of its products candidates or may be forced to termi-
nate its operations. Although management continues to pursue these plans, there is no assurance that the Company
31
will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations,
if at all. If the Company is unable to continue as a going concern, it may have to liquidate its assets and may receive
less than the value at which those assets are carried on its Financial Statements, and it is likely that investors will
lose all or a part of their investment.
To date the Company has largely financed its operations through equity raises, licensing proceeds and govern-
ment grants. In the event the Company does not complete further private equity financing transactions, the Company
expects to seek additional funding through government or private-party grants, debt financings or other capital
sources or through collaborations with other companies or other strategic transactions, including partnering deals for
one or more of its product candidates. The Company is currently exploring various further financing alternatives to
meet its future cash requirements, seeking additional investors, pursuing industrial partnerships, or obtaining further
funding from existing investors through additional funding rounds. The Company may not be able to obtain further
financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other ar-
rangements. The terms of any financing may adversely affect the holdings or rights of the Company’s shareholders.
The financial statements have been prepared on the basis that the Company will continue as a going concern,
which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course
of business. This means that the financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the
outcome of this uncertainty.
Accordingly, Management has considered the ability of the Company to continue as a going concern. Based on
the Company’s recurring losses from operations incurred since inception, expectation of continuing operating losses
for the foreseeable future, and the need to raise additional capital to finance its future operations, together with the
aforementioned uncertainties for realizing it, as of April 23, 2026, the issuance date of the financial statements for
the year ended December 31, 2025, the Company has concluded that a material uncertainty exists that may cast sig-
nificant doubt about its ability to continue as a going concern.
1.6.2.2
Substantial additional funding will likely be needed in the future
The Company relies mainly on equity financing for the funding of its operations complemented by public
grants or other financing instruments, e.g., loans and convertible debt instruments. In October 2025, the Company
issued 3,380,500 new ordinary shares amounting to gross proceeds of EUR 5.1 million. The private placement was
supported by existing and new shareholders. In April 2025, Vivoryon entered into a Standby Equity Purchase
Agreement (SEPA) of up to EUR 15 million, with Yorkville Advisors Global, LP, an institutional investor based in
New Jersey, USA. Under the terms of the agreement, Yorkville has committed to purchasing up to EUR 15 million
of ordinary shares of Vivoryon over the course of 36 months, from the date of signing the agreement. Vivoryon has
the right, but not the obligation, to sell these ordinary shares to Yorkville in individual tranches under exclusion of
the existing shareholders’ pre-emptive rights. The Company's future financing needs will depend on many factors,
including the progress, costs and timing of its R&D activities and clinical studies, the costs and timing of obtaining
regulatory approvals, the costs of obtaining, maintaining and enforcing its patents and other intellectual property
rights, the costs and timing of obtaining manufacturing of its product candidates, the costs and timing of establishing
sales and marketing capabilities and the terms and timing of establishing collaborations, license agreements and
other partnerships.
The Company's ability to raise additional funds in the future will depend on financial, economic and market
conditions and other factors over which it may have no or limited control, and it cannot exclude that additional
funds may not be available to the Company, when necessary, on commercially acceptable or sensible terms, if at all.
In case the necessary funds are not available when needed, or not at commercially acceptable or sensible terms, the
Company may need to seek funds through collaborations and licensing arrangements earlier than planned or other
alternatives, which may requires it to reduce or relinquish significant rights to its R&D programs and product candi-
dates, to grant licenses on its technologies to partners or third parties or to enter into cooperation agreements, the
terms of which could be less favorable to the Company than originally expected. In addition, the perception that the
Company may not be able to continue as a going concern may cause others to choose not to deal with the Company
due to concerns about its ability to meet its contractual obligations.
The Company expects to finance its operations in the foreseeable future primarily with equity-related transac-
tions. However, intended equity-related transactions such as the issue of new shares may not be successful, whether
due to market conditions or otherwise.
Further, the Company may be required to finance its cash needs with debt financing. Any debt financing could
involve substantial restrictions on activities and creditors could seek assignments or pledges of some or all of the
Company's assets including patents.
32
If adequate funds are not available on commercially acceptable or sensible terms when needed, the Company
may also be forced to delay, reduce or terminate the development or marketing of all or part of its products or prod-
uct candidates and it may be unable to take advantage of future business opportunities all of which could have a ma-
terial adverse effect on the Company's business, prospects, financial condition and results of operations.
1.6.3
Risks relating to the shares
1.6.3.1
Risk of dilution
The Company expects to require significant further capital in the future in order to finance its business and the
further development of its product candidates, as also described under —1.6.2.2 Substantial additional funding will
likely be needed in the future. As the Company did in the past, it expects to finance its operations in the foreseeable
future primarily with equity.
For example, in 2019, the Company issued new shares (without granting pre-emption rights) amounting to
50 % of the then outstanding share capital, at that time leading to substantial dilution of its then existing sharehold-
ers. In addition, in April 2022 as a result of a private placement and in October 2022 as a result of another private
placement, the Company issued new shares (without granting pre-emption rights) amounting to 10 % and 9.3 % of
the then outstanding share capital respectively, resulting in further dilution of its then existing shareholders. In May
2023, the Company completed another private placement, issuing new shares (without granting pre-emption rights)
amounting to 7.4% of the then outstanding share capital. In April 2025, Vivoryon entered into a Standby Equity
Purchase Agreement (SEPA) of up to EUR 15 million, with Yorkville Advisors Global, LP, an institutional investor
based in New Jersey, USA. Under the terms of the agreement, Yorkville has committed to purchasing up to EUR 15
million of ordinary shares of Vivoryon over the course of 36 months, from the date of signing the agreement. Vi-
voryon has the right, but not the obligation, to sell these ordinary shares to Yorkville in individual tranches under
exclusion of the existing shareholders’ pre-emptive rights. And in October 2025, the Company issued 3,380,500
new ordinary shares amounting to gross proceeds of EUR 5.1 million. The new shares issued represent 12.9 % of
Vivoryon’s existing issued share capital and were issued by the Company’s authorized capital under exclusion of
the existing shareholders’ pre-emptive rights. The private placement was supported by existing and new sharehold-
ers.
Both the issuance of new shares with exclusion of pre-emption rights in order to raise new equity capital and
the possible exercise of conversion and option rights by the holders of options or warrants or convertible or warrant-
linked bonds that may possibly be issued in the future would lead to a dilution of existing shareholders’ equity. In
addition, the acquisition of other companies or interests in companies or other assets in return for shares in the Com-
pany as well as the exercise of stock options under stock option plans by the Company's employees within the scope
of existing and /or future management or employee participation would lead to a dilution of the shareholders.
1.6.3.2
The Company does not anticipate being able to pay any cash dividends in the foreseeable future
The Company has not yet generated any revenues over the three preceding years. Because of numerous factors
of influence on the development of product candidates, the time when the Company may operate profitably cannot
be predicted. Likewise, it is uncertain whether the Company will ever achieve any substantial revenues in the future.
The Company intends to retain all available funds and future earnings for use in the development and commer-
cialization of its product candidates and technologies and the expansion of its business. Payment of future dividends
to shareholders will be subject to a decision of the Company's annual shareholders’ meeting and subject to legal re-
strictions as provided under applicable laws. Furthermore, financial restrictions and other limitations may be con-
tained in future credit agreements that may impair the Company's ability to distribute dividends.
Therefore, and under consideration of indispensable future R&D expenses, the Company expects to continue to
report losses in the foreseeable future and cannot predict if and when it will be able to pay dividends to its share-
holders.
Accordingly, investors may have to sell their shares to generate cash flows from their investment and capital
appreciation, if any, will be the sole source of gains from the investment. Investors may, however, never receive a
gain on their investment when they sell shares and may lose the entire amount of their investment.
1.6.3.3
The market price of the shares may fluctuate substantially
It is likely that the price of the shares will be significantly affected by many factors, some of which are beyond
the Company’s control, including:
33
-
announcements by the Company or its competitors of data readouts, significant contracts or acquisitions; for
example, the VIVIAD results, which were announced in March 2024, had significant negative implications
on the Company’s share price development;
-
investor perceptions of the Company and the industries in which it operates;
-
a reduction or discontinuation of research coverage by financial analysts;
-
actual or anticipated variations in the Company's operating results;
-
changes in financial estimates by financial analysts, or any failure by the Company to meet or exceed any of
these estimates, or changes in the recommendations of any financial analysts that elect to follow its shares or
the shares of its competitors; and
-
future sales of the shares.
In addition, trends in research and product developments in the therapeutic areas in which we are active, such
as failures or the premature termination of development programs of the Company's competitors, the willingness of
investors to invest in companies active in such therapeutic areas as well as general developments in the stock market
and fluctuations therein could also influence the market price of the shares irrespective of factors directly connected
with its own business.
These and other factors may cause the market price and demand for the shares to fluctuate substantially, which
may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of
the shares. In addition, the stock market in general has from time-to-time experienced extreme price and volume
fluctuations, including in recent months, which have often been unrelated or disproportionate to the operating per-
formance of particular companies affected. These broad market and industry factors may materially harm the market
price of the shares, regardless of its operating performance. In the past, following periods of volatility in the market
price of certain companies’ securities, securities class action litigation has been instituted against these companies.
This litigation, if instituted against the Company, could adversely affect its financial condition or results of opera-
tions.
1.6.4
Risk control measures
Given the size, nature and stage of development of the Company, the risk management and internal control
framework is designed in a pragmatic and proportionate manner. The Company does not make use of formally doc-
umented risk appetite levels, but risk considerations are embedded in decision-making processes and operational
activities. In this context, the Company applies the principles of the Three Lines Model to structure and coordinate
risk-related roles and responsibilities.
Management monitors risks as they arise and evolve, assesses their development and implements necessary
countermeasures in regular internal meetings. The risks are reported and discussed during regular monthly and quar-
terly board meetings.
Assessment of effectiveness of internal risk management and control systems
The Board has assessed the effectiveness of the design and operating effectiveness of the Company’s internal
risk management and control systems in relation to operational, compliance and reporting risks during the 2025 fi-
nancial year. This assessment included review of control self-assessments, management information, and evidence
of sustained monitoring activities.
Based on this assessment, the Board concluded that the internal risk and control systems operated sufficiently
effective in 2025 and provided a reasonably appropriate level of assurance for the achievement of objectives, subject
to inherent limitations of such systems. The Board recognizes that no system can provide absolute assurance but
considers the overall level of assurance to be sufficient and aligned with the Company’s risk appetite and govern-
ance expectations.
Deficiencies, significant changes and planned improvements
Previously identified deficiency in internal control over financial reporting and the corresponding remediation
plans is described in section 1.6.1.11.
In the course of the evaluation, certain areas for improvement in internal risk management and control systems
were identified. These include strengthening certain operational controls in key processes and further embedding
sustainability risk considerations within existing control structures. No failings of significance other than the afore
mentioned were identified that would materially undermine the effectiveness of the risk and control framework for
the purposes of annual reporting disclosure.
34
Remediation and improvement are being monitored through the risk governance structure and progress is peri-
odically reviewed by the Audit Committee.
Management Statement on risk management and internal control
Based on the overall assessment, the Management states that:
•
The management report provides sufficient insight into identified deficiencies in the effectiveness of the
internal risk management and control systems.
•
Taking this deficiency into account, in the opinion of the management, these systems provide still reasona-
ble assurance that the financial reporting does not contain any material misstatements.
•
The systems provide at least limited assurance that the sustainability related information is free from mate-
rial misstatements. Given the Company’s SME status and the phased applicability of the Corporate Sustain-
ability Reporting Directive (CSRD), sustainability reporting and related controls are still in a development
phase. The Company is progressively enhancing its sustainability risk management and reporting processes
in preparation for future regulatory requirements.
•
The Board is not aware that the risk management and internal control systems at 31 December 2025 did not
provide comfort that the main operational and compliance risks identified in the Risk Management section
are effectively managed considering the Company’s risk appetite. To provide this level of certainty for op-
erational and compliance risks, the management board defined “certainty” in the context of the Company´s
SME structure due to its direct executive involvement in day-to-day operations and the short, effective
communication channels that allow for real-time risk identification and response.
•
Based on the current circumstances, the application of the going concern basis in the preparation of the fi-
nancial statements is justified. Please refer to “3.0 Going Concern” of this financial report.
•
All material risks and uncertainties that could affect the continuity of the Company over the next twelve
months have been disclosed in this report. Please refer to “3.0 Going Concern” of this financial report.
Due to inherent limitations of internal control systems and risk management, it cannot be concluded that these
systems and procedures provide absolute assurance or full comfort regarding the achievement of strategic, opera-
tional, compliance, and reporting objectives. Likewise, they cannot guarantee the prevention of all misstatements,
inaccuracies, errors, fraud, operational issues, or non-compliance with applicable legislation, rules, and regulations.
This is attributable to the fact that:
•
Certain risks, by their nature, cannot be eliminated, and in some cases, this is not feasible due to high costs
and/or dependence on the actions of people the Company employs, engages, or otherwise relies upon.
•
Certain causes of risks lie outside the Company’s influence.
Audit Committee Statement on risk management and internal control
Based on the overall assessment, the Audit Committee states that:
The Audit Committee assessed the effectiveness of the design and operation of the internal risk management
and control systems. This assessment was based on reviews such as annual risk assessment, liquidity forecasts and
scenario analyses, management reporting, and discussions with management on key risks, including going concern,
funding and research and development activities. In doing so, the Audit Committee took into account the Com-
pany’s stage of development.
The effectiveness of internal controls systems and external audit processes was assessed through discussions on
scope, approach, independence and follow-up of findings, including a review of key audit matters and significant
judgements and estimates.
The Audit Committee reviewed the financial and sustainability reporting and discussed material risks and un-
certainties. Particular attention was given to significant accounting judgements and estimates and to the assessment
of the Company’s ability to continue as a going concern, focusing on any aspects related to liquidity monitoring.
The financial statements include disclosures regarding events and conditions that may cast significant doubt on the
company’s ability to continue as a going concern. This assessment should, however, be interpreted in the context of
the company’s overall activities. The ultimate outcome is influenced by factors that are partially beyond the com-
pany’s direct control, including prevailing market conditions and the investment appetite of external capital provid-
ers. The Board of Directors and management regularly assess these dependencies and will continue to take all ap-
propriate actions within their control to mitigate potential adverse effects and to safeguard the company’s ability to
meet its obligations as they fall due.
35
Based on the work performed and the information received, and taking into account the inherent limitations of
internal controls in a small organisation, the Audit Committee supports management’s statement.
It should be acknowledged that risk management and internal control systems are subject to inherent limita-
tions. Although the Company continuously strives to enhance its processes and procedures, such systems cannot
provide absolute assurance regarding the achievement of strategic, operational, compliance, and reporting objec-
tives. Nor can they guarantee the complete prevention of misstatements, inaccuracies, errors, fraud, operational dis-
ruptions, or instances of non-compliance with applicable laws, rules, and regulations.
As at 31 December 2025, the Board is not aware of any circumstances indicating that the Company’s risk man-
agement and internal control systems failed to provide reasonable assurance that the principal operational and com-
pliance risks identified in the Risk Management section are being effectively managed in line with the Company’s
risk appetite.
However, given their inherent limitations, this statement should not be interpreted as implying that these sys-
tems provide absolute assurance. Certain risks cannot be entirely mitigated due to their nature, the disproportionate
costs that full mitigation may entail, reliance on the actions of employees or third parties, or factors beyond the
Company’s control.
36
1.7
Legal proceedings
With the exception of the proceeding described below, the Company is not involved in any governmental, legal
or arbitration proceedings (including any such proceedings which are pending or threatened of which management is
aware) which management believes may have, or have had, a significant effect on the Company`s financial position
or profitability.
Shareholders raised an objection (Widerspruch) for around 120,000 shares against the Company`s transfor-
mation from a German stock corporation (Aktiengesellschaft) into a Dutch N.V. and the transfer of the official seat
to the Netherlands as resolved upon by the Company`s shareholders’ meeting held on September 30, 2020. The ob-
jection does not challenge the transformation as such but seeks a revaluation of the Company`s business to increase
the compensation amount offered by us to dissenting shareholders tendering their shares to us. In the ongoing ap-
praisal proceedings (Spruchverfahren) before the regional court (Landgericht) at Halle (Saale), Germany, the claim-
ants intend to increase the compensation amount per share beyond the amount originally offered by us, i.e.,
EUR 9.00 per share. Based on the expert valuation report the Company had commissioned before determining the
compensation amount and the opinion of an independent auditor appointed by the court confirming the offered
amount to be adequate, the Company believes that the compensation amount offered by the Company is adequate
and that there are no valid grounds for an adjustment. This is underlined by the fact that the average stock market
price (VWAP) over the three-months-period before the announcement of the transaction was at EUR 4.76 per share,
i.e., significantly below the compensation offered to our shareholders. However, should the competent court decide
that a revaluation is required, the compensation amount the Company has to offer could be adjusted by the court
based on a new valuation report to be prepared by another independent expert appointed by the court. The amount of
such adjustment cannot be predicted. Although such revaluation must be based on circumstances prevailing at the
time the of shareholders’ meeting that has resolved upon the transformation, it cannot be excluded that a potential
revaluation would also take into account the stock market price of our common share, during a different period,
where the share price was above the offered compensation amount arguing that the average stock market price at the
time of the announcement of the transaction was not meaningful due to a lack of liquidity or a significant market
distortion. This may result in the Company having to pay substantial amounts to dissenting shareholders. An out-of-
court settlement was reached with five applicants.
Meanwhile, the court has opened the written proceedings, and a first court hearing took place with the potential
applicants, and the joint representative appointed by the court.
The court indicated that it considers expert opinion to be necessary if the matter cannot be settled between the
parties. The parties were discussing possibilities on how such settlement could be reached, if at all. As of yet, no
settlement has been reached, and the Company continues to defend itself against an adjustment of the compensation
amount offered to dissenting shareholders.
37
1.8
Corporate governance
1.8.1
Introduction
This chapter summarizes certain information concerning the Board and the Company’s corporate governance.
It is based on the relevant provisions of Dutch law, including the Dutch Corporate Governance Code (the ‘Code’)
the text of which can be accessed at www.mccg.nl, as in effect on the date of this management report, the board
rules and the articles of association. The most recent articles of association in effect as of June 24, 2025 can be
found on the Company’s website www.vivoryon.com/corporate-governance/.
This chapter does not purport to give a complete overview and should be read in conjunction with and is quali-
fied in its entirety by reference to the relevant provisions of Dutch law as in force on the date of this management
report, the articles of association and the board rules.
1.8.2
Code of conduct and other corporate governance practices
The Company has adopted a code of conduct which explicitly incorporates and refers to core values of the
Company, being honesty, accountability, integrity, professionalism and fairness. The text of the Company's code of
conduct can be accessed at www.vivoryon.com. The Company does not voluntarily apply other formal codes of con-
duct or corporate governance practices.
1.8.3
Board
1.8.3.1
Board rules
The Company maintains a one-tier board (the ‘Board’). The articles of association provide that the Board shall
consist of one or more executive directors and one or more non-executive directors. As of the date of this Manage-
ment Report, the provisions in the DCC (Dutch Civil Code) that are commonly referred to as the ‘large company
regime’ (structuurregime) do not apply to the Company. On December 31, 2025, the Board consisted of four execu-
tive directors and four non-executive directors.
Directors are appointed by the General Meeting as an executive director or a non-executive director.
In the event two or more executive directors are in office, the Board may grant titles to the individual executive
directors, including (but not limited to) those of ‘Chief Executive Officer’ (CEO), ‘Chief Financial Officer’ (CFO),
‘Chief Operating Officer’ (COO), and ‘Chief Business Officer’ (CBO). In the event one executive director is in of-
fice, that executive director shall be granted the title of CEO. The Board shall appoint one of the non-executive di-
rectors as chair of the Board (Chair) and may appoint another non-executive director to be the vice-chair of the
Board (vice-chair). The composition of the Board shall be balanced considering the respective skills, experience and
knowledge of each of the directors. The Board shall be composed in such a way as to ensure a degree of diversity
appropriate to the Company with regard to expertise, experience, competencies, other personal qualities, sex or gen-
der identity, age, nationality and cultural or other background.
If a director is to be appointed, the Board shall make a binding nomination. The General Meeting may at all
times set aside such binding nomination by a resolution adopted by a majority of at least two-thirds of the votes cast,
such majority representing more than one-half of the issued capital of the Company. A second meeting as referred to
in Section 2:120 (3) DCC cannot be convened. If the General Meeting sets aside the binding nomination, the Board
shall make a new binding nomination. The nomination shall be included in the notice of the General Meeting at
which the appointment shall be considered. The executive directors shall not take part in the discussions and deci-
sion-making by the Board in relation to nominations for the appointment of directors. If no nomination has been
made for the appointment of a director, this shall be stated in the notice of the General Meeting at which the ap-
pointment shall be considered, and the General Meeting shall then be free to appoint a director at its discretion. A
resolution to appoint a director that was not nominated by the Board can only be adopted by a majority of at least
two-thirds of the votes cast, such majority representing more than one-half of the issued capital of the Company. A
second meeting as referred to in Section 2:120(3) DCC cannot be convened.
A director may be suspended or removed by the General Meeting at any time. A resolution to suspend or re-
move a director can only be adopted by a majority of at least two-thirds of the votes cast, such majority representing
more than one-half of the issued capital of the Company, unless the proposal to suspend or remove the relevant di-
rector was made by the Board, in which case the resolution can be adopted by a simple majority of the votes cast. A
second meeting as referred to in Section 2:120(3) DCC cannot be convened. An executive director may also be sus-
pended by the Board. A suspension by the Board may at any time be discontinued by the General Meeting. Any
38
suspension may be extended one or more times but may not last longer than three months in the aggregate. If, at the
end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall
end.
The directors are collectively responsible for the Company’s management and the general affairs of the Com-
pany’s business. In discharging its duties, the Board shall be guided by the interests of the Company and its busi-
ness; it shall take into account the relevant interests of all those involved in the Company (including Shareholders).
The Board is responsible for the continuity of the Company and its business and for sustainable must establish a po-
sition on the relevance of long-term value creation by for the Company and its business. The Board takes into ac-
count the impact the actions of the Company and its business have on people and the environment and to that end
weighs take into account the relevant stakeholder interests. The Board shall adopt values for the Company and the
Company’s business that contribute to a culture focused on sustainable long-term value creation. The Board is re-
sponsible for the incorporation and maintenance of these values within the Company and the Company’s business.
The Board shall encourage behavior that is in keeping with the values and propagate these values through leading by
example. Attention shall be paid to the following, among other things:
(a) the strategy and the business model;
(b) the environment in which the enterprise operates;
(c) the existing culture within the enterprise, and whether it is desirable to implement any changes in this; and
(d) the social safety within the enterprise and the ability to discuss and report actual or suspected misconduct or
irregularities.
The directors may divide their tasks by mutual consultation, provided that (i) the day-to-day management of the
Company shall be entrusted to the executive directors and (ii) the task to supervise the performance by the directors
of their duties cannot be taken away from the non-executive directors. The responsibilities of the Board include:
-
the achievement of the Company’s operational and financial objectives;
-
determining the strategy and policy designed to achieve the objectives;
-
corporate social responsibility issues that are relevant to the Company’s business, including the effects on
humanity and the environment;
-
the general state of affairs in and the results of the Company;
-
identifying and managing the risks connected to the business activities;
-
ensuring that effective internal risk management and control systems, including its disclosure controls and
procedures and internal control over financial and sustainability reporting, are in place and reporting on this
in the Management Report;
-
maintaining and preparing the financial and sustainability reporting process;
-
compliance with legislation and regulations;
-
compliance with and maintaining the corporate governance structure of the Company;
-
publishing the corporate structure of the Company and any other information required under the Code,
through the Company’s website, publication in the Management Report and otherwise;
-
preparing the annual accounts and drawing up the annual budget and important capital investments of the
Company;
-
facilitating the audit committee in relation to the selection process of the external auditor and the nomina-
tion of the external auditor for appointment by the General Meeting;
-
ensuring that internal procedures are established and maintained which safeguard that all relevant infor-
mation is known to the Board in a timely fashion;
-
ensuring that the external auditor receives all necessary information to perform his work in a timely fash-
ion; and
-
ensuring that the draft audit plan is discussed with the external auditor before the external auditor presents
the plan to the audit committee.
39
Notwithstanding the responsibilities of the Board, the responsibilities of the non-executive directors include:
-
selecting and recommending the external auditor for appointment (upon a proposal by the Board) by the
General Meeting;
-
selecting and recommending individuals for appointment (upon a proposal by the Board) by the General
Meeting as directors;
-
preparing the Remuneration Policy to be adopted (upon a proposal by the Board) by the General Meeting,
establishing the remuneration (in accordance with the Remuneration Policy) and contractual terms and con-
ditions of employment of the executive directors;
-
proposing the remuneration of the non-executive directors for adoption by the General Meeting;
-
reviewing the performance of the Board and individual directors and discussing the conclusions that must
be drawn on the basis of this review at least on an annual basis; and
-
preparing up the Company's diversity and inclusion policy for the composition of the Board.
These responsibilities may be carried out by the respective committees of the Board consistent with the rules of
the committees as drawn up by the Board. The board rules and profile can be found on the Company’s website
www.vivoryon.com/investors-news/corporate-governance/.
1.8.3.2
Composition of the Board
The following table lists our executive directors, who are also executive officers, and our non-executive direc-
tors, both as of December 31, 2025, as well as their age, gender, term served, the year of expiration of their term as
directors of Vivoryon Therapeutics N.V. and position:
Year in which
Age,
the term ex-
gender
Nationality
Term served
pires
Position
Name
Charlotte Lohmann*
55, f
German/
2015 – present
2028
non-executive director
Swedish
Claudia Riedl*
55, f
German
2022 – present
2027
non-executive director
Erich Platzer
75, m
Suisse
2007 – present
2027
non-executive director,
chair
Frank Weber
65, m
German
2023 – present
2026
executive director, CEO
Julia Neugebauer
47, f
German
2025 – present
2027
executive director, COO
since May 1, 2025
Marcus Irsfeld**
60, m
German
2025 – present
Acting CFO since Octo-
ber 1, 2025 & CFO since
December 12, 2025
Michael Schaeffer
57, m
German
2018 – present
2026
executive director, CBO
Samir Shah
64, m
Suisse
2022 – present
2028
non-executive director
* Financial expert within the meaning of Art. 39(1), Directive 2014/56/EU
** Jointly authorized (with other board member(s))
The term of each executive and non-executive directors will end on the date of the annual general meeting
(AGM) of shareholders in the year indicated above.
40
Anne Doering
Anne Doering has been with the Company as Chief Strategy & Investor Relations Officer from August 2023
and CFO from March 1, 2024 until she stepped down from her position on December 11, 2025. She has over 25
years of capital markets, investment and corporate biopharmaceutical industry experience. Prior to joining Vi-
voryon, Anne was Director of Investor Relations at BioNTech and Director of Group Strategy at Merck KGaA,
where she contributed to the strategic direction of the company. Her additional corporate experience includes R&D
finance and strategy at Merck & Co. Anne also has nearly 10 years of investment experience at Franklin Templeton
as portfolio manager and analyst and has spent time in venture capital at Creathor Ventures in Germany. In addition,
for several years she was a healthcare equity research analyst covering pharmaceutical companies at Bear Stearns,
Credit Suisse, Bank of America and Commerzbank. Anne holds an MBA from The Wharton School and an MA in
International Studies from The Lauder Institute. She is also a Chartered Financial Analyst (CFA) Charterholder.
Charlotte Lohmann
Charlotte Lohmann has served as a non-executive director on the company´s Board of Directors since 2015.
She served as General Counsel at MorphoSys AG in Planegg, Germany from May 2012 until November 2024 and
was appointed Chief Legal & HR Officer in 2023. She was also a member of the Executive Committee at Mor-
phoSys from June 2020 until November 2024. Prior to this, she spent eleven years at Wilex AG in Munich, most
recently as Senior Vice President Legal Affairs & Human Resources. Prior to her position at Wilex, she practiced
law at the law firm KPMG Treuhand & Goerdeler GmbH in Munich. She started her career in the tax and law de-
partment of the auditing company KPMG Deutsche Treuhand-Gesellschaft AG. Currently, she is working as an in-
dependent lawyer in her own law firm. Charlotte received her degree in law from the Ludwig Maximilians Univer-
sity of Munich and is a licensed attorney.
Claudia Riedl
Claudia Riedl has served as a non-executive director on our Board of Directors since 2022. As Senior Advisor
at MC Services AG, she supports various clients in the biotechnology industry in all aspects of investor relations
and corporate communications. During her more than 15-year tenure as Head of Corporate Communications and
Investor Relations at the German biotech MorphoSys until 2016, she supported the company’s transformation and
growth from a technology-focused antibody discovery and development enterprise into a fully integrated biophar-
maceutical company. Subsequently, in a senior advisor capacity, she was instrumental in the company’s successful
secondary listing on Nasdaq in 2018. Following an apprenticeship at Deutsche Bank AG, Dr. Riedl studied biology
and earned a PhD at Technical University, Munich, Germany.
Erich Platzer
Erich Platzer has served as a non-executive director on the company´s Board of Directors since 2007. He is a
business angel and board member of Swiss angel organization StartAngels-Network, focusing on Life Sciences and
technology investments. In addition, he serves as an advisor to Swiss venture capital firm MTIP in Basel, which fo-
cuses on medtech and e-health investments. Prior to this, he was an investment advisor and industry partner at HBM
Partners AG, a venture capital company, which he co-founded in 2001. Erich has been chairman or board member
of various biotech companies, public or private, in the US and Europe and he currently serves on the boards of the
privately held life sciences companies Nitinotes Surgical Ltd., Coramaze Technologies Ltd., LMD SA and Biozen
LLC, as well as the public biotech company Aptose Biosciences (TSX). Until 1999, Erich worked in various func-
tions in product development and marketing at F. Hoffmann — La Roche, Basel, most recently as Business Director
Oncology (worldwide). Prior to 1991, he got board certified for Internal Medicine, Haematology and Medical On-
cology and worked in academic medicine and research. He had a key role in the team at MSKCC, NYC, that puri-
fied natural human G-CSF, which lead to the development of Neupogen® and Neulasta®. Erich holds an MD from
the Medical Faculty of the University of Erlangen, Germany, where he also earned his MD PhD (Habilitation).
Frank Weber
Frank Weber has been Vivoryon’s Chief Executive Officer since August 2023 and has served as the Com-
pany’s Chief Medical Officer since 2010. He has 30 years of experience in the pharmaceutical and life science in-
dustry. Frank supported InterMune (now Genentech/Roche), in particular, its launch of Esbriet in Europe, as Global
Clinical Advisor. Prior to this, he served as Chief Medical Officer at Merck KGaA in Germany and Switzerland,
where he contributed to several marketing authorizations and market access agreements in the EU, U.S. and Japan
and also spearheaded personalized medicine, biomarker and companion diagnostics. During his career, Frank has
also been involved in several M&A transactions as well as licensing deals. His past roles include management posi-
tions in medical affairs and clinical development at American Cyanamid (Lederle), USA and at Synthelabo (now
Sanofi), France. Frank is also a board member at Zambon Biotech SA. Frank started his industry career after 10
years in academic clinical research and patient care in the areas of cancer, immunology, infectiology and maxillo-
41
facial surgery. He is a licensed physician and received his MD in Cancer Immunology from the Medical University
Cologne, Germany.
Julia Neugebauer
Julia Neugebauer has been our Chief Operating Officer since May 2025. With nearly 20 years of experience in
the biotech industry, she has successfully combined scientific expertise with business acumen to become a strategic
leader in investor relations. In her previous role as Vice President, Global Head of Investor Relations & Sustainabil-
ity at MorphoSys AG, she led all investor relations activities and was a member of the Finance Leadership Team.
Dr. Neugebauer brings deep expertise in developing and executing global investor relations strategies, with a strong
track record of cultivating long-term relationships with institutional investors and both buy- and sell-side analysts.
She played a key role in shaping investor messaging around corporate milestones, clinical data, and financial perfor-
mance, and was responsible for the investor relations aspects of quarterly and annual financial reporting under IFRS
and Form 20-F. She also ensured compliance with capital market regulations related to MorphoSys’s dual listings
on the Frankfurt Stock Exchange and NASDAQ. She started her career in investor relations after more than 10 years
in R&D, with a focus on antibody engineering and development. Dr. Neugebauer holds a PhD from the Ludwig-
Maximilians-Universität München, Germany, and is a Certified Investor Relations Officer (CIRO) through the
Frankfurt School of Finance & Management.
Marcus Irsfeld
Marcus Irsfeld has been our Chief Financial Officer since December 2025, following his role as a strategic con-
sultant to Vivoryon since December 2024. He is an experienced finance executive with deep life sciences expertise,
including five years as CFO of iOmx Therapeutics AG. He is co-founder, President and CFO of Venock and active
in the healthcare consulting industry. Marcus Irsfeld has also founded and co-founded several small and medium-
sized enterprises, particularly in healthcare. He has led companies across Europe, the U.S., and China through all
stages of growth, either as managing director or in an operational consulting role, from founding and early-stage
financing to exits and M&A. Marcus Irsfeld holds a Master’s degree in Business Administration (Diplom-Kauf-
mann) from the University of Münster.
Michael Schaeffer
Michael Schaeffer has been our Chief Business Officer since October 2018. He has over 25 years of experience
across pharma and biotech in strategic business development, merger and acquisitions, licensing, alliance manage-
ment, and life science research & development. Michael Schaeffer is a highly experienced entrepreneur and
dealmaker with an over 20-year track record. He was founder, CEO and Managing Director of the biotech compa-
nies CRELUX GmbH and SiREEN AG as well as of the nano-tech company CRENANO GmbH prior to joining
Vivoryon. Together with two partners he established CRELUX from scratch and expanded it to a world leader in
biophysical and structure-based drug discovery services. Following the acquisition of CRELUX by WuXiAppTec in
2016 he was responsible for integrating the Munich based entity into WuXiAppTec, a leading Shanghai based CRO
with over 40,000 employees globally. Michael Schaeffer received his PhD in Molecular Biology from the Ludwig
Maximilians University in Munich, Germany. He is also an active start-up coach and a mentor for young talent with
immigrant background.
Samir Shah
Samir Shah has served as a non-executive director on the company´s Board of Directors since 2022. His cur-
rent role is in Public Affairs and Special Projects for Asia Pacific region for Novartis. In addition, he continues to sit
on Novartis Innovation Management Board. Samir led Investor Relations for Novartis for over a decade, a company
he has been with since 2004. He has been a member of several executive groups and committees within the organi-
zation, including Finance Leadership Team and Trust & Reputation Committee. Prior to Novartis, Samir spent more
than 12 years at Merck Serono, where he led several global franchises, including neurology. He graduated as a phy-
sician from University of Sheffield, England and joined the pharmaceutical industry after completing his postgradu-
ate medical training (MRCP). Samir also holds an MBA from the University of Warwick, England.
1.8.3.3
Board meetings and resolutions
The meetings of the Board shall be presided over by its chair or his deputy. The chairperson of the meeting
shall appoint a secretary for the meeting.
All resolutions of the Board shall be adopted by a simple majority of the votes cast. However, the Board may
determine that certain resolutions of the Board require the consenting vote of a majority of the non-executive direc-
tors. Such resolutions must be clearly specified and laid down in writing. In the Board, each director may cast one
vote. If there is a tie in voting, the proposal shall be deemed to have been rejected.
42
A director shall not take part in the discussions and decision-making by the Board if he has a direct or indirect
personal interest therein that conflicts with the interests of the Company or the business connected with it. The pro-
vision of the first full sentence shall not apply if as a result no resolution can be adopted.
Pursuant to article 7 of the board rules of the Board of Directors (the "Board Rules") – as adopted by the Board
on December 11, 2025 –, the Board of Directors has appointed an audit committee (the "AC"). In view of the de-
creased number of non-executive directors in the Board of Directors in 2024, the Board of Directors had dissolved
the compensation committee (the "CC"), the nomination and corporate governance committee (the "N&CGC") and
the investor relations committee (the "IRC") effective end of March 2024.
1.8.4
Committees
1.8.4.1
Audit committee
In 2025, the audit committee consisted of Claudia Riedl, Charlotte Lohmann, and Samir Shah. The duty of the
audit committee is to prepare the decision-making of the Board regarding the integrity and quality of the Company’s
financial and sustainability reporting and the effectiveness of the Company’s internal risk management and control
systems. The responsibilities of the audit committee include monitoring the Board with regard to:
-
relations with, and compliance with recommendations and following up comments by the external auditor
and any other external party involved in auditing the sustainability reporting;
-
the funding of the Company; and
-
the application of information and communication technology by the Company, including risks relating to
cybersecurity; and
-
the Company’s tax policy.
In addition, the audit committee shall, inter alia:
-
inform the Board of the outcome of the statutory audit and explain how the statutory audit contributed to
the integrity of financial and sustainability reporting and what the role of the audit committee was in that
process;
-
monitor the financial and sustainability reporting process and submit recommendations or proposals to en-
sure its integrity;
-
monitor the effectiveness design and operation of the Company’s internal risk management and control sys-
tems in relation to the financial and sustainability reporting of the Company including review and discuss
flaws in the effectiveness design and operation of the internal controls;
-
monitor the statutory audit of the annual accounts, in particular the performance thereof, taking into ac-
count any findings and conclusions by the Dutch Authority for the Financial Markets;
-
review and monitor the independence of the external auditor, and in particular the appropriateness of the
provision of non-audit services to the Company, and request from the external auditor a formal written
statement at least annually delineating all relationships between the external auditor and the Company con-
sistent with applicable requirements of the Public Company Accounting Oversight Board regarding the ex-
ternal auditor’s communications with the audit committee concerning independence;
-
be responsible for the procedure for the selection of an external auditor and recommend an external auditor
to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014, as well as submit a pro-
posal to the Board for the relevant external auditor’s engagement to audit the annual accounts;
-
assist the Company in preparing the disclosure to be included in the Company’s applicable filings as re-
quired by the Securities and the Exchange Act and their related rules; and
-
assist and discuss the effectiveness of the design and operation of the Company’s internal controls with the
Board, the CEO, and the CFO, as appropriate.
The Board has determined that each of Claudia Riedl, Charlotte Lohmann and Samir Shah satisfies the “inde-
pendence” requirements set forth in Rule 10A-3 under the Exchange Act and that Claudia Riedl qualify as “audit
committee financial experts,” as such term is defined in the rules of the SEC. The composition of our audit commit-
tee is consistent with the best practice provisions of the Code.
The audit committee rules can be found on the Company’s website www.vivoryon.com/investors-news/corpo-
rate-governance/.
43
The duty of the audit committee is to prepare the decision-making of the Board regarding the integrity and
quality of the Company’s financial and sustainability reporting and the effectiveness of the Company’s IRM&CS.
In line with best practice provision 1.5.3, the audit committee has reported to the one-tier Board on its delibera-
tions and findings.
The Audit Committee acknowledges however that risk management and internal control systems are subject to
inherent limitations. Although the Company continuously strives to enhance its processes and procedures, such sys-
tems cannot provide absolute assurance regarding the achievement of strategic, operational, compliance, and report-
ing objectives. Nor can they guarantee the complete prevention of misstatements, inaccuracies, errors, fraud, opera-
tional disruptions, or instances of non-compliance with applicable laws, rules, and regulations.
1.8.5
Meeting participation
The table below shows the meeting participation per committee or board meeting:
Name
Board
Audit Committee
Anne Doering
11/131
–
Charlotte Lohmann
11/13
4/4
Claudia Riedl
12/13
4/4
Erich Platzer
12/13
–
Frank Weber
12/13
–
Julia Neugebauer
7/132
Marcus Irsfeld
3/133
Michael Schaeffer
13/13
–
Samir Shah
11/13
3/4
1
Resignation as CFO as of December 11, 2025
2
Appointed as COO as of May 1, 2025
3
Appointed as Acting CFO as of October 1, 2025, and CFO as of December 12, 2025
1.8.6
Allocation of profits
According to the articles, the Board shall determine the amount of profits accrued in a financial year that shall
be added to the reserves of the Company. The allocation of the remaining profits shall be determined by the General
Meeting. The Board shall make a proposal for that purpose. Distribution of profits shall be made after adoption of
the annual accounts if permissible under the laws of the Netherlands given the contents of the annual accounts.
44
1.9
Shareholders and the general meeting
1.9.1
Introduction
The general meeting should be able to exert such influence on the policies of the Board that it plays a fully-
fledged role in the system of checks and balances in the Company. As good corporate governance practice, the
Company promotes the fully-fledged participation of shareholders in the decision-making in the General Meeting.
1.9.2
Stakeholder dialogue
At Vivoryon Therapeutics, a key principle of corporate communication is to inform institutional investors, pri-
vate shareholders, financial analysts, employees and all other stakeholders simultaneously and fully of the Com-
pany’s situation through regular, transparent and timely communication. Shareholders have immediate access to the
information provided to financial analysts and similar recipients. The Company is committed to a fair information
policy.
1.9.3
Shares and shareholdings
The authorized share capital (maatschappelijk kapitaal) amounts to EUR 600,000 divided into 60,000,000
common shares, each with a nominal value of EUR 0.01, numbered 1 through 60,000,000. The Company`s issued
share capital amounts to EUR 296,143.
Shares may be issued pursuant to a resolution of the General Meeting or of the Board if and insofar as the
Board has been designated for that purpose pursuant to a resolution of the General Meeting for a fixed period, not
exceeding five years. On such designation the number of shares which may be issued must be specified. The desig-
nation may be extended, each time for a period not exceeding five years. Unless the designation provides otherwise,
it may not be withdrawn. A resolution of the General Meeting to issue shares or to designate the Board as the com-
petent body to issue shares can only be adopted at a proposal by the Board.
Upon issuance of shares, each shareholder shall have a pre-emptive right in proportion to the aggregate nomi-
nal value of his shares, subject to the provisions of article 7 of the articles of association. Shareholders shall have a
similar pre-emptive right if rights are granted to subscribe for shares.
The Company’s capital and voting rights are notified to the AFM. Shareholders notify the AFM when their
holding or short position reach, exceed or fall below certain thresholds between 3 and 95 %. The reporting by the
Company and significant shareholders can be found at https://www.afm.nl/en/sector/registers.
Pursuant to the register kept by the AFM, through December 31, 2025, the below table specifies the persons
having notified a substantial holding, i.e. a holding of 3 % or more, in the share capital or voting rights of the Com-
pany:
Share
Voting
capital
rights
%
Date of transaction
T&W Holding A/S
1,891,267
6.39
June 6, 2024
C. Christiansen
1,597,837
5.40
October 7, 2025
Liechtensteinische Landesbank
1,487,560
5.02
December 5, 2025
Den Danske Forskningsfond
1,469,857
4.96
December 10, 2025
1.9.4
Quorum and voting requirements
Each common share confers the right on the holder to cast one vote at the general meeting of shareholders.
Shareholders may vote by proxy. No votes may be cast at a general meeting of shareholders on shares held by the
Company or its subsidiaries or on shares for which the Company or its subsidiaries hold depositary receipts. The
Company must make a proxy form available to shareholders and others with voting rights when convening a general
meeting. As a matter of Dutch law, the Board of Directors must allow and facilitate that shareholders and others
with voting rights can provide the proxy to the Company by electronic means of communication (e.g., via e-mail).
Nonetheless, the holders of a right of use and enjoyment (vruchtgebruik) and the holders of a right of pledge (pan-
drecht) in respect of shares held by the Company or its subsidiaries in the Company`s share capital are not excluded
from the right to vote on such shares, if the right of use and enjoyment (vruchtgebruik) or the right of pledge (pan-
drecht) was granted prior to the time such shares were acquired by the Company or any of its subsidiaries. Neither
the Company nor any of its subsidiaries may cast votes in respect of a share on which the Company or such subsidi-
ary holds a right of use and enjoyment (vruchtgebruik) or a right of pledge (pandrecht). Shares which are not
45
entitled to voting rights pursuant to the preceding sentences will not be taken into account for the purpose of deter-
mining the number of shareholders that vote and that are present or represented, or the amount of the share capital
that is provided or that is represented at a general meeting of shareholders.
Decisions of the general meeting of shareholders are taken by a simple majority of votes cast, except where
Dutch law or the Articles of Association provide for a qualified majority or unanimity.
1.9.5
Powers of the general meeting
All powers that do not vest in the Board pursuant to applicable law, the articles of association or otherwise, vest
in the general meeting. The main powers of the general meeting of shareholders include subject in each case to the
applicable provisions in the articles of association:
-
the appointment, suspension and dismissal of the directors;
-
the approval of certain resolutions of the Board concerning a material change to the identity or the character
of the Company or its business;
-
the reduction of the Company's issued share capital through a decrease of the nominal value, or cancella-
tion, of shares in its capital;
-
the adoption of the Company's statutory Financial Statements;
-
the appointment of the Dutch independent auditor to examine the Company's statutory Financial State-
ments;
-
amendments to the articles of association;
-
approving a merger or demerger by the Company, without prejudice to the authority of the Board to resolve
on certain types of mergers and demergers if certain requirements are met; and
-
the dissolution of the Company.
In addition, the general meeting of shareholders has the right, and the Board must provide, any information rea-
sonably requested by the general meeting of shareholders, unless this would be contrary to an overriding interest of
the Company.
1.9.6
Annual general meeting
An AGM must be held within six months from the end of the preceding financial year of the Company. The
agenda for this AGM shall in any case contain the following business to be discussed:
-
discussion of the management report;
-
discussion and submission for advisory vote of the remuneration report (Section 2:135b DCC);
-
discussion and adoption of the annual Financial Statements;
-
discussion of the reservation and dividend policy, allocation of profits; and
-
release from liability of directors.
-
appointment of the external auditor
1.9.7
Extraordinary general meeting
Other general meetings may be convened by the Board as often as the Board deems necessary. Shareholders
and/or persons with meeting rights alone or jointly representing in the aggregate at least one-tenth of the Company’s
issued capital may request the Board in writing to convene a general meeting, stating specifically the business to be
discussed (with due observance of the procedure set out under below). If the Board has not given proper notice of a
general meeting within two weeks following receipt of such request such that the meeting can be held within eight
weeks after receipt of the request, the applicants can at their request be authorized by the preliminary relief judge of
the district court to convene a meeting.
A general meeting must also be held within three months after the Board has decided that it is likely that the
Company's equity has decreased to or below 50 % of its paid up and called up share capital.
Each general meeting must be held in Amsterdam or Schiphol (‘Haarlemmermeer’).
46
For purposes of determining who have voting rights and/or meeting rights at a general meeting of shareholders
under Dutch law, the Board may set a record date. The record date, if set, shall be the 28th day prior to that of the
general meeting. Under Dutch law, those who have voting rights and/or meeting rights on the record date and are
recorded as such in one or more registers designated by the Board shall be considered to have those rights at the
general meeting of shareholders, irrespective of any changes in the composition of the shareholder base between the
record date and the date of the meeting. The articles of association require shareholders and others with meeting
rights to notify the Company of their identity and their intention to attend the general meeting of shareholders. This
notice must be received by the Company ultimately on the date specified in the notice of the meeting.
1.9.8
General meetings
General meetings must be convened by an announcement published in a Dutch daily newspaper with national
distribution. The notice must state the agenda, the time and place of the meeting, the record date (if any), the proce-
dure for participating in the general meeting by proxy, as well as other information as required by Dutch law. The
notice must be given at least 15 calendar days prior to the day of the meeting. The agenda for the annual general
meeting shall include, among other things, the adoption of our statutory annual accounts, appropriation of our profits
and proposals relating to the composition of the Board, including the filling of any vacancies. In addition, the
agenda shall include such items as have been included therein by the Board. The agenda shall also include such
items requested by one or more shareholders or others with meeting rights under Dutch law representing at least 3%
of our issued share capital. These requests must be made in writing or by electronic means and received by us at
least 60 days before the day of the meeting. No resolutions shall be adopted on items other than those that have been
included in the agenda.
In accordance with the Code, shareholders who have the right to put an item on the agenda for our general
meeting or to request the convening of a general meeting shall not exercise such rights until after they have con-
sulted the Board. If exercising such rights may result in a change in our strategy (for example, through the dismissal
of one or more of our directors), the Board must be given the opportunity to invoke a reasonable period of up to 180
days to respond to the shareholders’ intentions. If invoked, the Board must use such response period for further de-
liberation and constructive consultation, in any event with the shareholder(s) concerned and exploring alternatives.
At the end of the response time, the Board shall report on this consultation and the exploration of alternatives to our
general meeting. The response period may be invoked only once for any given general meeting and shall not apply
(i) in respect of a matter for which either a response period or a statutory cooling-off period (as discussed below) has
been previously invoked or (ii) in situations where a shareholder holds at least 75% of our issued share capital as a
consequence of a successful public bid.
Moreover, the Board can invoke a cooling-off period of up to 250 days when shareholders, using their right to
have items added to the agenda for a general meeting or their right to request a general meeting, propose an agenda
item for our general meeting to dismiss, suspend or appoint one or more directors (or to amend any provision in our
articles of association dealing with those matters) or when a public offer for our company is made or announced
without our support, provided, in each case, that the Board believes that such proposal or offer materially conflicts
with the interests of our company and its business. During a cooling-off period, our general meeting cannot dismiss,
suspend or appoint directors (or amend the provisions in our articles of association dealing with those matters) ex-
cept at the proposal of the Board. During a cooling-off period, the Board must gather all relevant information neces-
sary for a careful decision-making process and at least consult with shareholders representing 3% or more of our
issued share capital at the time the cooling-off period was invoked, as well as with our Dutch works council (if we
or, under certain circumstances, any of our subsidiaries would have one). Formal statements expressed by these
stakeholders during such consultations must be published on our website to the extent these stakeholders have ap-
proved that publication. Ultimately one week following the last day of the cooling-off period, the Board must pub-
lish a report in respect of its policy and conduct of affairs during the cooling-off period on our website. This report
must remain available for inspection by shareholders and others with meeting rights under Dutch law at our office
and must be tabled for discussion at the next general meeting. Shareholders representing at least 3% of our issued
share capital may request the Enterprise Chamber for early termination of the cooling-off period. The Enterprise
Chamber must rule in favor of the request if the shareholders can demonstrate that:
-
the Board, in light of the circumstances at hand when the cooling-off period was invoked, could not reason-
ably have concluded that the relevant proposal or hostile offer constituted a material conflict with the inter-
ests of our company and its business;
-
the Board cannot reasonably believe that a continuation of the cooling-off period would contribute to care-
ful policy-making; or
47
-
other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been
activated during the cooling-off period and have not since been terminated or suspended within a reasona-
ble period at the relevant shareholders’ request (i.e., no ‘stacking’ of defensive measures).
1.9.9
Shareholder meetings in 2025
Annual general meeting on June 24, 2025
The Company’s AGM took place on June 24, 2025. 6,805,906 shares (26.1% of the share capital) were repre-
sented. The shareholders approved all agenda items with a large majority, including:
-
Advisory vote on the remuneration report 2024 (99.83% of the votes was in favor),
-
Adoption of the annual accounts for the year 2024 (adopted with 99.90% of the votes),
-
The release from liability of the Company’s executive and non-executive directors (adopted with 99.89% of
the votes),
-
The re-appointment of KPMG Accountants NV. as auditor for the financial year 2025 (adopted with
99.93% of the votes),
-
The amendment of the Company’s articles of association (adopted with 99.90% of the votes),
-
The re-appointment of Dr. Frank Weber as executive director (adopted with 99.91% of the votes),
-
The re-appointment of Anne Döring as executive director (adopted with 99.91% of the votes),
-
The appointment of Dr. Julia Neugebauer as executive director (adopted with 99.90% of the votes),
-
The re-appointment of Dr. Erich Platzer as non-executive director (adopted with 99.91% of the votes),
-
The re-appointment of Charlotte Lohmann as non-executive director (adopted with 99.91% of the votes),
-
The re-appointment of Dr. Claudia Riedl as non-executive director (adopted with 99.91% of the votes),
-
The re-appointment of Samir Shah, PhD, as non-executive director (adopted with 99.89% of the votes),
-
The remuneration of the non-executive directors (adopted with 99.88% of the votes),
-
The delegation of the authority of the Board of Directors to issue ordinary shares and to grant rights to sub-
scribe for ordinary shares in the capital of the Company for 10% of the Company's issued share capital
(adopted with 99.88% of the votes),
-
The delegation of the authority of the Board of Directors to limit or exclude pre-emptive rights in connec-
tion with an issuance of shares or a grant of rights to subscribe for ordinary shares in the capital of the
Company for 10% of the Company's issued share capital (adopted with 99.89% of the votes),
-
Delegation of the authority of the Board of Directors to issue ordinary shares and to grant rights to sub-
scribe for ordinary shares in the capital of the Company for 50% of the Company's issued share capital in
connection with one or more potential capital raises, or for other strategic purposes (adopted with 99.90%
of the votes),
-
Delegation of the authority of the Board of Directors to limit or exclude pre-emptive rights in connection
with an issuance of shares or a grant of rights to subscribe for ordinary shares in the capital of the Company
for 50% of the Company's issued share capital (adopted with 94.02% of the votes),
-
The authorization to acquire own shares (adopted with 99.90% of the votes).
1.9.10 Anti-Takeover Provisions
Under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch
law and Dutch case law. In this respect, certain provisions of our articles of association may make it more difficult
for a third-party to acquire control of us or effect a change in the composition of the Board. These include:
-
a provision that our directors can only be appointed on the basis of a binding nomination prepared by the
Board which can only be overruled by a two-thirds majority of votes cast representing more than half of
our issued share capital;
-
a provision that our directors can only be dismissed by the general meeting by a two-thirds majority of
votes cast representing more than half of our issued share capital, unless the dismissal is proposed by the
Board in which latter case a simple majority of the votes cast would be sufficient;
48
-
a requirement that certain matters, including an amendment of our articles of association, may only be re-
solved upon by our general meeting if proposed by the Board.
Dutch law also allows for staggered multi-year terms of our directors, as a result of which only part of our di-
rectors may be subject to appointment or re-appointment in any given year.
Furthermore, the Board may, under certain circumstances, invoke a reasonable period of up to 180 days to re-
spond to certain shareholder proposals or a statutory cooling-off period of up to 250 days to respond to certain
shareholder proposals or a hostile bid (as explained above).
1.10 Remuneration report
This remuneration report (the Remuneration Report) gives an overview of the remuneration of the Board in
2025 and explains how this relates to the policy of the Company on the remuneration of its Board (the Remuneration
Policy) as adopted at the EGM on September 15, 2023. This Remuneration Report has been prepared in line with
Section 2:135b Netherlands Civil Code and best practice provision 3.4.1 of the code and is separately made availa-
ble on the Company’s website.
The General Meeting’s advisory vote relating to the previous remuneration report was considered when prepar-
ing this Remuneration Report.
1.10.1 Remuneration policy
With due observance of the Remuneration Policy, the authority to establish remuneration and other conditions
of employment for executive directors is vested in the Board. The executive directors shall not take part in the dis-
cussions and decision-making by the Board in relation to the establishment of the remuneration and other conditions
of employment of the executive directors.
As indicated in the articles of association and in this Remuneration Report (Note 9.3 Related Party Relation-
ship), the Remuneration Policy was adopted was adopted at the EGM the September 15, 2023at the proposal of the
Board. The Remuneration policy can be found on the Company’s website www.vivoryon.com/corporate-govern-
ance/.
1.10.2 Remuneration for executive directors
1.10.2.1 Amount and structure
The annual remuneration for the executive directors has the following components:
-
fixed compensation, comprising an annual base salary and possibly also (optional) benefits for the capacity
of executive director, such as medical insurance, retirement benefits, travel expenses and/or representation
allowances;
-
variable compensation, comprising an annual performance-based compensation (depending on achievement
of individual management corporate / management goals as defined on an annual base respectively);
-
and may also comprise Share-based compensation.
1.10.2.2 Fixed remuneration
The amount of the fixed compensation depends on the executive director’s function and responsibilities as well
as on what is common in the industry and in the market, especially in comparison with similar listed companies in
the biotechnology sector. The fixed remuneration is paid out as a monthly salary.
1.10.2.3 Variable remuneration
The variable compensation consists of annual performance-based compensation measured in terms of one year.
The remuneration package of the executive directors is designed to be weighted towards fixed pay and benefits. This
allocation does not consider share option expenses.
Pursuant to Dutch law, the variable remuneration of the executive directors may be reduced, or executive direc-
tors may be obliged to pay (part of) their variable remuneration to the Company if certain circumstances apply:
-
test of reasonableness and fairness – pursuant to Dutch law, any variable remuneration payable to an execu-
tive director may be adjusted by the Board to an appropriate level if payment of the variable remuneration
were to be unacceptable according to the criteria of reasonableness and fairness; or
49
-
claw back – the Board will have the authority under Dutch law to recover from an executive director any
variable remuneration paid based on incorrect financial or other data.
1.10.2.4 Share based remuneration
Where the Company has awarded share-based remuneration, the following applies:
-
such share-based remuneration has the form of options for shares or other awards like SARs (stock appreci-
ation rights), restricted stock, RSUs (restricted stock units) performance awards or other share-based
awards;
-
these options for shares or other warrants may not be transferred, pledged or otherwise encumbered;
-
the share options can be exercised during applicable exercise periods after the achievement of performance
and vesting conditions as described in note 8.11 ‘Share based payments’ to the Financial Statements;
-
no additional holding periods apply to option for shares or shares acquired upon exercise of options for
shares, unless determined differently upon the grant of the options for shares in accordance with the provi-
sions of the respective share option plan; and
-
the share-based remuneration contributes to the Company’s business strategy, long-term interests, and sus-
tainability by creating an alignment of long-term interests between the Company and its directors.
1.10.2.5 Contribution to long term performance and value creation
The remuneration of the executive directors is consistent with and supports the strategy of the Company. The
remuneration also supports the ongoing efforts of the Company aimed at improving the overall performance, facili-
tating growth and sustainable success, and enhancing the other long-term value and interests of the Company, as it
has been designed to provide remuneration packages that are competitive to attract the required executive and non-
executive talent and expertise for reaching these objectives in accordance with the Company’s long-term strategy.
As a result of the foregoing, the remuneration is aimed to enable the Company to compete in a global market, in-
cluding the challenging US labor market, to attracting both the required top talent to execute the Company’s long-
term strategy and the required non-executive directors’ expertise to effectively supervise such execution, creating
long-term value and sustainable growth in the best interest of the Company and all its stakeholders.
50
1.10.2.6 Evolution of the company`s performance
The following table shows the performance of the Company`s share price in 2025 and the preceding four years
compared to stock indices of the industry and thus describes the effectiveness of performance targets addressed by
the Remuneration Policy.
2025
2024
2023
2022
2021
kEUR
Euronext next biotech
4,211
3,041
2,174
2,312
2,781
Year-on-year difference %
38%
40%
(6) %
(17) %
0 %
Nasdaq Biotechnology
5,707
4,311
4,371
4,213
4,729
Year-on-year difference %
32 %
(1) %
4 %
(11) %
(1) %
Vivoryon Therapeutics N.V.
1.45
1.99
8.14
10.32
19.00
Year-on-year difference %
(27) %
(76) %
(21) %
(46) %
111 %
1.10.2.7 Executive directors’ remuneration
A detailed listing of the individual remuneration of the executive directors is presented in the tables below.
Variable
Propor-
Health
Total
perfor-
Total
Share-
Total
tion of
Fixed
insurance Direct
fixed
mance-
base
based
com-
fixed
compen- contribu-
insur-
compen compen- compen
compen-
pensa- compen-
sation tion
ance
-sation
sation
-sation
sation*
tion
sation**
Frank Weber, CEO, since Aug 14, 2023
2025
269
—
—
269
60
329
561
890
82%
2024
256
—
—
256
86
342
806
1,148
75%
2023
86
—
—
86
25
111
278
389
78%
Michael Schaeffer, CBO
2025
275
6
5
286
55
341
126
467
84%
2024
263
5
5
273
79
352
225
577
77%
2023
250
5
5
260
65
325
598
923
80%
Julia Neugebauer, COO, since May 1, 2025
2025 150
5
—
155
29
184
25
209
84%
Marcus Irsfeld, CFO, since October 1, 2025
2025
27
1
—
28
—
28
4
32
100%
Former board members
Ulrich Dauer, CEO, until Aug 13, 2023
2023
180
3
—
183
—
183
937
1,120
100%
2023
***394
—
—
394
—
394
—
394
—
Florian Schmid, CFO, from Apr 1, 2021 until February 29, 2024
2024
41
1
—
42
—
42
35
77
100%
2024
***10
—
—
10
—
10
—
10
—
2023
230
5
—
235
37
37
376
648
86%
Anne Doering, CS&IRO, since Aug 14, 2023, CFO from March 1, 2024 until December 11, 2025
2025
166
6
—
172
34
207
****(29)
178
83%
2024
231
6
—
237
66
303
619
922
78%
2023
76
2
—
78
18
96
186
282
82%
*
share-based compensation is not a “realized compensation”-component as contingent on success and share
price performance
** excluding share-based compensation expenses
*** severance payment
**** Technical IFRS accounting gain (not cash effective) due to reversal of past costs until date of exit
1.10.2.8 Share based remuneration
On March 15, May 2 and October 16 during the financial year 2025, executive directors were awarded with
share-based compensation through grants of respectively 550,000, 50,000 and 76,000 share options from the LTIP
2021. Please refer to note ‘8.11 Share based payments’ in our 2025 Financial Statements.
51
1.10.2.9 Change in remuneration
The table below provides an overview of the annual compensation of each individual director for the financial
year 2025 and the preceding four years. The amounts in the table below include fixed compensation and where ap-
plicable, variable and share-based compensation.
2025
2024
2023
2022
2021
kEUR
executive directors
Frank Weber, since Aug 14, 2023
890
1,148
389
—
—
(4.5 months in 2023)
Year-on-year difference %
-22%
n/a
—
—
—
Michael Schaeffer
467
577
923
1,060
1,189
Year-on-year difference %
-19%
-37%
-13%
-11%
—
Julia Neugebauer, since May 1, 2025
209
—
—
—
—
Year-on-year difference %
n/a
—
—
—
—
Marcus Irsfeld, since October 1, 2025
32
—
—
—
—
Year-on-year difference %
n/a
—
—
—
—
Former board members
Ulrich Dauer, until Aug 13, 2023
(8.5 months in 2023)
—
—
1,514
1,283
1,241
Year-on-year difference %
n/a
n/a
18 %
3 %
—
Florian Schmid, until Feb 29, 2024,
(9 months in 2021)
—
87
648
962
185
Year-on-year difference %
n/a
-86.6%
-32.6%
420 %
—
Anne Doering, since Aug 14, 2023
(4.5 months in 2023)
178
922
282
—
—
Year-on-year difference %
-81%
n/a
—
—
—
1,776
2,734
3,756
3,306
2,615
Total executive directors
Year-on-year difference
-35%
-27 %
14 %
26 %
—
non-executive directors
Total non-executive directors
304
449
1,514*
1,239
200
Year-on-year difference %
-32%
-70 %
22 %
520 %
—
*
Severance pay of EUR 240 thousand to former non-executive board members is not included in above ta-
ble for the year 2023.
1.10.2.10 Liability insurance and indemnity
The Company maintains D&O (Directors and Officers) insurance where all the executive directors are in-
cluded, with a reasonably retained amount.
Pursuant to article 23 of the Company’s articles of association, executive directors are indemnified, held harm-
less and reimbursed by the Company for all expenses, financial effects of judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with an action, suit, proceeding or investigation
against him in his capacity as executive director.
1.10.2.11 Shareholdings of executive directors
According to the information available to the Company as of December 31, 2025, the executive directors held
less than 1 % of the shares of the Company.
1.10.2.12 Compliance with remuneration policy
The remuneration of the executive directors over the financial year 2025 fully complies with the Remuneration
Policy as adopted by the General meeting on September 15, 2023.
1.10.2.13 Scenario analysis
The Board (whereby the executive directors have not taken part in the discussions and decision-making by the
Board) have performed - before determining the remuneration of individual executive directors - analyses of the
possible results of the variable remuneration components and the way in which this affects the remuneration of the
52
executive directors. The Board has also considered whether scenario analyses result in appropriate levels of remu-
neration, and whether measures are required to limit the remuneration. In these analyses during the year and at year-
end, the various sub-target achievements were discussed, and the individual and overall target achievement was
compared with the overall development of the Company as well as the development of appropriate benchmarks. Ad-
justments were made in the event of improbable target achievements.
1.10.2.14 Performance assessment
The variable compensation of the executive directors is determined by the Board (whereby the executive direc-
tors have not taken part in the discussions and decision-making by the Board) based on an annual performance as-
sessment and professional judgement. The variable remuneration is linked to the performance against a set of finan-
cial and non-financial targets that is consistent with and supportive of the strategy and long-term interests of the
Company. These targets include, among other topics, performance, business development, strategy, investor rela-
tions and general management. Risk alignment is also embedded in the target setting to promote sound and effective
risk management. The variable remuneration is paid out according to how the Company’s business develops, the
scope of the individual executive director's achievement, as well as the realization of the Company's general objec-
tives.
After the end of the financial year 2025, the Board has assessed to what extent the financial and non-financial
targets have been met and determined the amounts of the variable remuneration of each of the executive directors.
The Board has determined that over the financial year 2025, Frank Weber is entitled to a variable compensation of
EUR 60 thousand, Anne Doering is entitled to a variable compensation of EUR 34 thousand, Michael Schäffer is
entitled to a variable compensation of EUR 55 thousand and Julia Neugebauer is entitled to a variable compensation
of EUR 29 thousand.
1.10.3 Remuneration for non-executive directors
From the Company's perspective, it should especially be in the non-executive directors’ interest to focus on the
Company's sustainable and long-term successful development. As such, the Company believes that fixed remunera-
tion for the non-executive directors is effective. Regardless of their remuneration, all executive directors are entitled
to reimbursement for their travel expenses.
1.10.3.1 Remuneration
For the financial year 2025, the non-executive directors were entitled to the following remuneration.
Base
Committee
Share-based
compensation
compensation
compensation
Total
kEUR
Erich Platzer
Chair
60
0
22
82
Charlotte Lohmann
Member of the audit committee
45
5
22
72
Claudia Riedl
Chair of the audit committee
45
10
23
78
Samir Shah
Member of the audit committee
40
5
27
72
Total compensation
190
20
94
304
During the financial year 2025 there have been 13 board meetings and 4 Audit Committee meetings. For fur-
ther elaboration related to the Board, the committees and the meeting participation, please see — “1.8.3 Board”,
“1.8.4. Committees” and “1.8.5 Meeting participation”.
1.10.3.2 Share based remuneration
Where the Company has awarded share-based remuneration for non-executive directors, the same applies as
described under ‘1.10.2.4 Share based remuneration’. In June 2025 the non-executive directors were awarded with
share-based compensation of in total 100,000 share options through a grant of share options from the LTIP 2021.
1.10.3.3 Liability insurance and indemnity
The Company maintains D&O insurance where all the non-executive directors are included. Pursuant to article
23 of the Company’s articles of association, non-executive directors are indemnified, held harmless and reimbursed
by the Company for all expenses, financial effects of judgements, fines and amounts paid in settlement actually and
53
reasonably incurred by them in connection with an action, suit, proceeding or investigation against them in their ca-
pacity as non-executive director.
1.10.3.4 Shareholdings of non-executive directors
According to the Company’s information as of December 31, 2025, the non-executive directors held a total of
approximately 1.20% of the Company's shares.
1.10.4 Pay ratio
Following the best practice provision 3.4.1 of the Code, the Company discloses the pay ratio between the
executive directors and that of a representative reference group of employees of the Company. If applicable,
any important variation in the pay ratios in comparison with the previous financial year is explained. The cal-
culation of the pay ratios is based on the average of the remuneration received by the employees of the Com-
pany, excluding directors. The remuneration of the employees of the Company taken into account was the en-
tire remuneration received during the year concerned. For executive directors both fixed and variable remunera-
tion components were considered when determining the pay ratio for a given year. To allow comparison, highly vol-
atile expenses from share-based compensation were excluded.
The average executive director-to-employee pay ratio 2025 with 335,153.18 has decreased by 3.04, (-11%
)
compared to financial year 2024. The decrease is essentially caused by the increase in management capacity
(FTE) compared to financial year 2024.
2025
2024
2023
2022
2021
kEUR
Average remuneration of executive directors
335
354
302
313
307
Average remuneration per FTE
110
104
97
96
90
Pay ratio
3.04
3.41
3.08
3.26
3.41
Pay-ratio, year-on-year difference %
-11%
9%
-5.5%
-4.4%
-8.1%
The full-time equivalence (FTE) of each employee (excluding directors) is calculated based on the num-
ber of hours worked by the employee in each period, compared to the maximum number of hours/period al-
lowed as per the local law prevalent in the country of operation. On December 31, 2025, the Company had
12.75 FTEs (including 3.20 FTEs for directors).
2025
2024
2023
2022
2021
kEUR
FTE
10
11
11
12
15
Average remuneration per FTE
110
104
97
96
90
Year-on-year difference %
6%
7 %
1 %
7 %
(8) %
54
1.11 Diversity and inclusion
The Company has a diversity policy with respect to the composition of the Board. This is the diversity policy
of the Company as prepared by the non-executive directors in accordance with best practice provision 2.1.5 of the
Code. The Board recognizes the importance of diversity and inclusion within the Board and believes that the Com-
pany’s business gains from a wide range of skills and a variety of different backgrounds. A diverse composition of
the Board contributes to a robust decision-making and proper functioning of the Board. The Board furthermore rec-
ognizes that diversity and inclusion should not be limited to the Board but should extend to all areas of the Com-
pany’s business, including but not limited to other key leadership positions. However, the importance of diversity
and inclusion, in and of itself, should not set aside the overriding principle that someone should be recommended,
nominated, and appointed for being ‘the right person for the job’, to the extent permitted by law. The Company be-
lieves that it is important for the Board to represent a diverse composite mix of personal backgrounds, experiences,
qualifications, knowledge, abilities and viewpoints. The Company seeks to combine the skills and experience of
long-standing members of the Board with the fresh perspectives, insights, skills, and experiences of new members.
In accordance with section 2:142b DCC, as long as the number of non-executive directors does not for at least
one third consist of men and for at least one third of women, a person whose appointment does not make the ratio of
male and female more balanced cannot be appointed as a non-executive director, unless there is a reappointment
within eight years after the year of appointment or in exceptional circumstances as referred to in section 2:135a (5)
DCC. In addition, under the Company's diversity policy, to the extent possible and practicable, the Company intends
for the composition of the Board to be such that at least one third of the non-executive directors are men and at least
one third of them are women, consistent with applicable Dutch law. Given the limited headcount, the Company has
no defined group of employees in managerial positions for which it has defined target figures on 31 December 2025
and therefore considers target figures on all employees as a whole. As of 31 December 2025, 8 employees (50 %)
were women, and 8 employees (50%) were men. In addition to age and gender, the Company recognizes and wel-
comes the value of diversity with respect to nationality and background in education, (work) experience and
skills/knowledge. The Company is committed to seeking broad diversity in the composition of the Board and its em-
ployees and will consider these attributes when evaluating new candidates in the best interests of the Company and
its stakeholders. In terms of experience and expertise, the Company intends for the Board to be composed of indi-
viduals who are knowledgeable in one or more specific areas detailed in the Company's diversity policy.
The composition of the non-executive directors (one half of the non-executive directors are female and one half
of the non-executive directors are male) is in line with the requirements of section 2:142b DCC. From October 1,
2025, to December 11, 2025, Marcus Irsfeld was appointed as Acting CFO and succeeded Anne Döring as CFO ef-
fective December 12, 2025. Apart from this there were no vacancies on the Board during the year 2025 As part of
our strategy, diversity is a key focus area and business priority embedded in the operational plans.
1.12 Company culture
Vivoryon Therapeutics N.V. is generally committed to the goal of embracing its business and social responsi-
bility in a manner reflecting the highest degree of integrity and honesty. The Company has 16 employees as of De-
cember 31, 2025, four of which are executive Board members, and operates at two locations. Out of the eight
women that work for the Company, one is also a member of the Company's Board of Directors. To achieve its chal-
lenging goals, a healthy corporate culture is a basic requirement for the Company, which evolves on a continuous
basis and is therefore subject to changes. Despite the small team, such culture is implicitly enhanced through short
and effective communication channels. Furthermore, a basic framework of relevant regulations, e.g., Code of Con-
duct or Board-Diversity Policy, is intended to ensure a healthy culture, describing the conduct standard the Com-
pany expects from itself and its Employees and Officers. It reflects the values of the Company, is testament to the
Company’s commitment to ethical, lawful and responsible conduct in doing business and contributes to the Compa-
ny's objectives on sustainable long-term value creation.
1.13 Compliance with the Dutch corporate governance code
The Company is incorporated under Dutch law and adheres to the Code. The Code contains best practice provi-
sions that apply to the Company’s corporate governance structure. Except as set out below, the Company complies
with the principles and best practice provisions of the code:
-
Communication on sustainable long-term value creation – principle 1.1.4: In this Management report, the
Board has provided a more detailed explanation of its view on [sustainable] long-term value creation and
the strategy to realize this and has described the contributions made to [sustainable] long-term value crea-
tion in the past financial year. In deviation from the second sentence of BPP 1.1.4, the Board has not quan-
tified the impact of the Company's products, services and activities on people and the environment, but it
55
shall of course comply with the requirements under the Corporate Sustainability Reporting Directive when
such legislation shall become applicable in respect of the Company.
-
Internal audit function (principle 1.3): The Company has not established an internal audit department. The
non-Executive directors and the audit committee will remain involved in the execution of the internal audit
function as stipulated in best practice provisions (bpp) 1.3.1 to 1.3.6. The Board is of the opinion that ade-
quate alternative measures have been taken in the form of the Company's risk management and control sys-
tems, as outlined elsewhere in this report, and that it is presently not necessary to establish an internal audit
function.
-
Appointment and dismissal - principle 1.3.1, assessment of the internal audit function bbp 1.3.2, Internal
audit plan bbp 1.3.3, performance of work 1.3.4, Reports of findings bpp 1.3.5: The Company has not es-
tablished an internal audit department. We refer to our explanation under principle 1.3.
-
Company secretary principle 2.3.10: Given its limited size and as the lines of communication between the
directors are short and the procedures of the Board are fairly straight forward, during the financial year to
which this report relates, the Board has decided not to appoint a company secretary.
-
Remuneration policy proposal principle 3.1.1, remuneration committee’s proposal 3.2.1: The Company has
a one-tier Board, and therefore, the Board as a whole proposes the remuneration policy, based on a recom-
mendation of the non-executive directors.
-
Remuneration – supervisory board (principle 3.3): The Company has a one-tier Board. Therefore, the
Board as a whole proposes remuneration for its non-executive directors to the general meeting.
-
Remuneration report (principle 3.4.1): Due to the Company’s one-tier board structure, the Remuneration
Report is prepared by the Board as a whole.
-
Majority requirements for dismissal and overruling binding nominations principle 4.3.3: The directors are
appointed by the general meeting upon the binding nomination by the Board. The general meeting may
only overrule the binding nomination by a resolution passed by a two thirds majority of votes cast, pro-
vided such majority represents more than half of the Company's issued share capital. In addition, except if
proposed by the Board, the directors may be suspended or dismissed by the general meeting at any time by
a resolution passed by a two thirds majority of votes cast, provided such majority represents more than half
of the Company's issued share capital. The possibility of convening a new general meeting as referred to in
Section 2:120(3) DCC in respect of these matters has been excluded in the articles of association. The
Company believes that these provisions support the continuity of the Company and its business and that
those provisions, therefore, are in the best interests of the shareholders and the other stakeholders.
56
2
Report by the Vivoryon’s non-executive members of the Board
2.1
Introduction
The Company’s non-executive directors are entrusted with supervising the performance by the members of the
Board of their respective duties. The Board also acts as a collegial body and as such, the Board discussed and budg-
eted for the coming financial year. Also, at least once a year, the Board monitors the design and operation of the in-
ternal risk management and control systems and carries out a systematic assessment of their design and effective-
ness operation. This monitoring covers all material control measures relating to strategic, operational, compliance
and reporting risks. Attention is given to observed weaknesses, instances of misconduct and irregularities, indica-
tions from whistleblowers, lessons learned and findings from the auditor.
For information on the composition and profile of our non-executive Board members, please refer to section
1.8.3.2 of this report. For information on the attendance at meetings of our non-executive Board members, please
refer to section 1.8.5 of this report.
2.2
Independence
A non-executive director shall not be considered independent from the Company if one of the criteria as in-
cluded in best practice provision 2.1.8 of the code applies to him, her, or his or her spouse, registered partner or
other life companion, foster child or relative by blood or marriage up to the second degree. The Board shall function
independently from any instructions by third parties outside the Company. The composition of the Board shall be
such that the non-executive directors are able to operate independently and critically vis-à-vis one another, the exec-
utive directors and any interests involved. In particular, the following criteria apply to the non-executive directors:
-
at most one non-executive board member is not independent pursuant to best practice provision 2.1.8 sec-
tions (i) to (v) inclusive of the Code;
-
less than half of the total number of non-executive board members is not independent pursuant to best prac-
tice provision 2.1.8 of the Code; and
-
for each shareholder or group of affiliated shareholders who directly or indirectly hold more than 10 % of
the shares in the Company, there is at most one non-executive Board member who can be considered to be
affiliated with or representing them as stipulated to in best practice provision 2.1.8 sections (vi) and (vii) of
the Code.
All non-executive directors are independent within the meaning of the Code.
2.3
Board profile
The size and composition of the Board, including the number and the selection of non-executive directors, are
established in conformity with the board profile available on the Company’s website. The non-executive directors
aim to ensure a diverse composition that contributes to the proper functioning of the Board. To meet the Board’s
diversity targets as laid down in its diversity policy, diversity aspects should be considered and taken into account.
The board profile and diversity policy can be found on the Company’s website https://www.vivoryon.com/corpo-
rate-governance/.
2.4
Evaluation
The Board is responsible for the quality of its own performance. It discusses, once a year, without the presence
of the executive directors, its own performance, as well as the performance of its individual members, its commit-
tees, the executive directors, and its individual members.
Performance of the executive directors for 2025 was discussed without the presence of the executive directors
among the non-executive directors and finally evaluated in a circular decision of the Board in the first half of De-
cember 2025.
In addition, the non-executive directors conducted an evaluation through a self-assessment regarding their own
performance in 2025. The self-assessment was based on a detailed questionnaire that was completed by all non-ex-
ecutive directors. The feedback from the individual directors was summarized and subsequently evaluated. In the
questionnaire specific attention was given to the functioning of the audit committee, functioning and performance of
the entire Board, interaction with the executive directors, ethics, compliance, long-term value creation and the exter-
nal auditor. The non-executive directors concluded that they are operating well, with open discussions and construc-
tive contributions from all members. It assessed the expertise of the individual members and whether the combined
57
expertise is in line with the characteristics of the Company and its business. No suggestions were made for further
improvement.
For 2025, the Board’s performance evaluation resulted in a positive assessment of the Board and its individual
members.
58
3
Financial Statements
Index to Financial Statements
Annual Financial Statements
Page
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, and 2024
60
Statements of Financial Position as of December 31, 2025, and 2024
61
Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, and 2024
62
Statements of Cash Flows for the Years Ended December 31, 2025, and 2024
63
Notes to the Financial Statements
64
59
Vivoryon Therapeutics N.V. Financial Statements
Statement of Operations and Comprehensive Loss for the Years Ended December 31, 2025, and
2024
Note
2025
2024
in kEUR
Research and development expenses
7.2
(4,381)
(14,058)
General and administrative expenses
(4,796)
(6,903)
7.3
Other operating income
265
—
7.5
—
(3)
Other operating expense
7.5
Operating loss
(8.912)
(20,964)
Finance income
106
482
6.16, 7.6
Finance expense
(47)
(86)
6.16, 7.6
59
396
Finance result
Result before income taxes
(8,853)
(20,568)
—
—
Income taxes
6.17, 7.7
Net loss for the period
(8,853)
(20,568)
Items not to be reclassified subsequently to profit or loss
Remeasurement of the net defined benefit pension liability
32
(12)
6.11, 8.12
32
(12)
Total other comprehensive (loss) / income
Comprehensive loss
(8,821)
(20,580)
Loss per share in EUR (basic and diluted)
(0.33)
(0.79)
6.19, 8.10.2
The accompanying notes are an integral part of these financial statements.
60
Vivoryon Therapeutics N.V.
Statements of Financial Position as of December 31, 2025, and 2024
2025
2024
Notes
in kEUR
Assets
Non-current assets
Property, plant and equipment
6.7, 8.1
13
24
Intangible assets
6.8, 8.2
797
865
Right-of-use assets
108
100
6.18, 8.3
173
228
Other non-current assets
8.8
Total non-current assets
1,091
1,217
Current assets
Financial assets
33
63
8.7
Other current assets and prepayments
8.8
775
639
Cash and cash equivalents
5,619
9,365
6.5, 8.9
6,427
10,067
Total current assets
TOTAL ASSETS
7,518
11,284
Equity
Share capital
296
261
6.6, 8.10
Share premium
166,218
161,477
Other capital reserves
16,670
15,777
6.10, 8.11
Accumulated other comprehensive loss
8.10.1
(237)
(268)
(178,220)
(169,367)
Accumulated deficit
Total equity
4,727
7,880
Non-current liabilities
Pension liability
1,232
1,317
6.11, 8.12, 8.13
Provisions long-term
678
647
6.12, 8.15
Lease liabilities
44
42
6.18, 8.6
1,954
2,006
Total non-current liabilities
Current liabilities
Trade payables
458
1,015
6.5, 9.1
Lease liabilities
64
60
6.18, 8.6
315
324
Other liabilities
8.14
Total current liabilities
837
1,399
2,791
3,405
Total Liabilities
TOTAL EQUITY AND LIABILITIES
7,518
11,284
The accompanying notes are an integral part of these financial statements.
61
Vivoryon Therapeutics N.V.
Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025, and 2024
Other
Accumulated
Share
Share
capital
other compre-
Accumulated
Total
capital
premium
reserves
hensive loss
deficit
equity
in kEUR
January 1, 2024
26,067
135,671 13,599
(256)
(148,799)
26,282
Net loss for the period
—
—
—
—
(20,568) (20,568)
Remeasurement of the net
defined benefit pension li-
ability
—
—
—
(12)
—
(12)
Comprehensive (loss) /
—
—
—
(12)
(20,568) (20,580)
income
Capital (decrease) / in-
crease
(25,806)
25,806
—
—
—
—
Share-based payments
—
—
2,178
—
—
2,178
December 31, 2024
261
161,477 15,777
(268)
(169,367)
7,880
Net loss for the period
—
—
—
—
(8,853)
(8,853)
Remeasurement of the net
defined benefit pension li-
ability
—
—
—
32
—
32
Comprehensive (loss) /
—
—
—
32
(8,853)
(8,821)
income
Proceeds from the issu-
35
5,037
—
—
—
5,072
ance of common shares
Transaction costs of equity
transactions
—
(296)
—
—
—
(296)
Share-based payments
—
—
893
—
—
893
296
166,218 16,670
(237)
(178,220)
4,727
December 31, 2025
The accompanying notes are an integral part of these financial statements.
62
Vivoryon Therapeutics N.V.
Statements of Cash Flows for the Years ended December 31, 2025, and 2024
Notes
2025
2024
in kEUR
Operating activities
Net loss for the period
(8,853) (20,568)
Adjustments for:
Finance result
6.16, 7.5
(59)
(396)
Depreciation and amortization
147
147
8.5
Share based payments
893
2,178
6.10, 8.11
Deferred income tax
—
—
6.17, 7.7
Provisions
31
635
6.12, 8.15
Other non-cash adjustments
(2)
4
Changing in
Other current and non-current assets and prepayments
8.8
(81)
218
6.11, 8.12,
Pension liabilities
(95)
(94)
8.13
Trade payables
6.5, 9.1
(554)
(1,899)
Other liabilities
(9)
76
8.14
Interest received
130
526
(3)
(1)
Interest paid
Cash flows used in operating activities
(8,455) (19,174)
Investing activities
8.1
Purchase of plant and equipment
(6)
(2)
Purchase of intangible assets
—
—
Purchase of financial assets
—
—
—
10,000
Proceeds from sale of financial assets
Cash flows provided by (used in) investing activities
(6)
9,998
Financing activities
Proceeds from the issuance of common shares
8.10
5,072
—
Transaction costs of equity transactions
(296)
—
8.10
Payment of lease liabilities
(61)
(57)
8.6
—
—
Proceeds from exercise of share options
8.11
Cash flows provided by / (used in) financing activities
4,715
(57)
(3,746)
(9,233)
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of period
9,365
18,562
6.5, 8.9
—
36
Effect of exchange rate fluctuation on cash held
Cash and cash equivalents at the end of period
5,619
9,365
6.5, 8.9
The accompanying notes are an integral part of these financial statements.
63
Vivoryon Therapeutics N.V.
Notes to the Financial Statements
1
Company information
Vivoryon Therapeutics N.V. is a Dutch public company with limited liability (‘Naamloze Vennootschap’) that
has its statutory seat in Amsterdam, the Netherlands and branch offices in Halle (Saale) and Munich, Germany. The
Company’s ordinary shares are listed under the ticker symbol ‘VVY’ with NL00150002Q7 on Euronext Amster-
dam, the Netherlands. The Company is registered with the name Vivoryon Therapeutics N.V. in the Trade Register
of the Netherlands Chamber of Commerce under number 81075480 (until November 28, 2020 Vivoryon Therapeu-
tics AG). The Company’s registered office and business address is Weinbergweg 22, 06120 Halle (Saale), Germany.
Vivoryon Therapeutics N.V. (hereinafter also referred to as ‘Vivoryon’ or the ‘Company’), has activities in the
areas of research, preclinical and clinical development of therapeutic drug candidates. The product pipeline cur-
rently includes several research and development programs with a focus on the inhibition of the enzyme Glutaminyl
Cyclase (‘QC’ or ‘QPCT’) and its iso-form iso-Glutaminyl Cyclase (iso-QC or QPCTL) for treating diseases with
inflammatory and/or fibrotic components, such as chronic diseases of the kidney or liver. Vivoryon Therapeutics
extended its portfolio in 2020 by acquiring patents for the further development of Meprin protease inhibitors which
have a therapeutic potential for a range of indications including acute and chronic kidney disease and multiple organ
fibrosis. The activities of the Company are carried out in Germany being the primary location for its development
activities.
The financial statements of Vivoryon Therapeutics N.V. for the year ended December 31, 2025 were author-
ized for issue by a resolution of the Board of directors on April 17, 2026.
2
Financial reporting period
These financial statements cover the year 2025 and 2024, which started on January 1, 2025, respectively Janu-
ary 1, 2024, and ended at the balance sheet date of December 31, 2025, respectively December 31, 2024.
3
Going concern
The Company has evaluated whether there are certain events and conditions, also considered in the aggregate,
that may cast significant doubt about the Company’s ability to continue as a going concern.
The financial statements have been prepared on the basis that the Company will continue as a going concern,
which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course
of business. This means that the financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the
outcome of this uncertainty.
As a clinical stage biopharmaceutical company, Vivoryon has incurred operating losses since inception. For the
year ended December 31, 2025, the Company incurred a net loss of EUR 8.9 million (including an operating loss of
EUR 8.9 million, resulting in an operating cash outflow of EUR 8.5 million). As of December 31, 2025, the Com-
pany had generated an accumulated deficit of EUR 178.2 million and had an equity position amounting to EUR 4.7
million. The Company expects it will continue to incur significant operating losses for the foreseeable future due to,
among other things, costs related to the development of its product candidates and its preclinical programs, strategic
alliances and its administrative organization.
As of April 23, 2026, the issuance date of its annual Financial Statements 2025, the Company expects that its
existing cash and cash equivalents are not sufficient to fund its operating plans for the next 12 months after the date
of the financial statements. The company’s current operational plans include an overall reduction in cash utilization
while prudently investing in preparing to execute on the Company’s kidney disease strategy. Based on these opera-
tional plans, management expects that its existing cash resources will be sufficient to fund its planned level of opera-
tions into the latter part of 2026, assuming continuation of current operations without the implementation of addi-
tional mitigating measures and without taking into account any funds possibly raised under the SEPA or through
other potential additional financing transactions. If additional funding is not timely secured, management is required
to implement alternative operating measures, including adjustments to the scope and timing of activities, while con-
tinuing to actively be pursuing additional financing in order to maintain operations. The future viability of the Com-
pany beyond the current guidance is dependent on its ability to raise additional funds to finance its operations which
also depends on the success of its research and development activities such as those focusing on exploring opportu-
nities in kidney disease.
64
In April 2025, Vivoryon had entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 mil-
lion, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of
the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over
the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to
sell these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emp-
tive rights. The funds from SEPA are not included in the current cash runway guidance as the actual amount raised
and timing thereof under the SEPA are uncertain.
In October 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The new shares issued represent 12.9 % of Vivoryon’s ex-
isting issued share capital and were issued by the Company’s authorized capital under exclusion of the existing
shareholders’ pre-emptive rights. The private placement was supported by existing and new shareholders. The Com-
pany intends to use the proceeds from the private placement towards realizing the immediate next steps in ongoing
clinical development of its lead candidate varoglutamstat, namely securing a partnership and, if required, additional
funding to enable initiation of the planned Phase 2 study in diabetic kidney disease, as well as for general corporate
purposes.
To date, the Company has largely financed its operations through equity raises, licensing proceeds and govern-
ment grants. The Company is currently pursuing two primary avenues to secure additional funding: (i) equity fi-
nancings through the capital markets, including potential private or public offerings, and (ii) strategic partnerships,
including collaborations and partnering arrangements for one or more of its product candidates. In addition, the
Company continues to evaluate supplementary funding options, such as government or private-party grants, debt
financing or other capital sources. In addition, Vivoryon is currently exploring various financing alternatives to meet
its future cash requirements, including engaging with potential new investors, pursuing industrial partnerships, and
seeking additional funding from existing investors through further financing rounds. The Company’s ability to ob-
tain financing is dependent on multiple factors, including the progress and success of its research and development
activities. There can be no assurance that the Company will be able to secure funding on acceptable terms, or at all,
or that it will be able to enter into strategic collaborations or other arrangements. Any future financing may ad-
versely affect the holdings or rights of the Company’s shareholders. If Vivoryon is unable to raise further capital on
acceptable terms or at all, the Company would be forced to terminate its product development or future commercial-
ization efforts of one or more of its product candidates or may be forced to terminate its operations. Although man-
agement continues to pursue these plans, there is no assurance that the Company will be successful in obtaining suf-
ficient funding on terms acceptable to the Company to fund continuing operations, if at all.
Management has considered the ability of the Company to continue as a going concern. Based on the Com-
pany’s recurring losses from operations incurred since inception, expectation of continuing operating losses for the
foreseeable future, and the need to raise additional capital to finance its future operations together with the afore-
mentioned uncertainties for realizing it, as of April 23, 2026, the issuance date of the financial statements for the
year ended December 31, 2025, the Company has concluded that a material uncertainty exists that may cast signifi-
cant doubt about its ability to continue as a going concern.
4
Risk management system
In addition to operating business risks, Vivoryon is subject to the following risks as a result of the use of finan-
cial instruments: credit risks, liquidity risks, market risks (including exchange rate risk). The Company is in the pro-
cess of establishing a clear and effective organization to monitor and control risks. To make risks controllable from
the perspective of risk prevention, a risk management system has been implemented and is continuously being fur-
ther developed to address identified deficiencies and the different risk areas. Predefined specific individual risks are
continuously monitored using early warning signals.
The objective with respect to risk management is to define different risk management processes which make a
timely identification of risks relating to quantity, probability of occurrence and damage amounts possible, and which
provide appropriate counter measures for those who have been named responsible for the processes.
Accordingly, in connection with a risk-oriented management approach, Vivoryon has developed and imple-
mented a risk management system. The implementation of a functional risk management system is considered part
of the overall leadership responsibility of management. Responsibilities are clearly assigned to the individual organ-
izational units which are involved in the risk management process. Risk management is responsible for the active
monitoring and controlling of the respective risk groups. Risk is reduced through risk minimization measures under-
taken and by monitoring adherence to limits.
65
Internal Control Over Financial Reporting
We have historically operated with limited accounting personnel and other resources with which to address our
internal controls over financial reporting.
In connection with the audit in 2023 of our financial statements for prior years, a significant control deficiency
in our internal control over financial reporting was identified, primarily related to a lack of sufficient accounting and
supervisory personnel to ensure proper segregation of duties between the preparation and approval of journal entries
or that allows effectively designed review controls over manual, judgmental and complex journal entries in the fi-
nancial statement close process.
To address this significant control deficiency, the company had implemented a comprehensive remediation
plan aimed at improving the design and operational effectiveness of our internal control environment. Key measures
include enhancing the robustness of our processes through broader four-eyes principle reviews, providing additional
training to finance staff, and increasing the use of automated system-based procedures to replace manual spread-
sheet solutions.
While strides have been made, fully addressing this weakness remains a work in progress. Management indi-
cated that, considering the size of the Company’s accounting department, it is a cost-benefit decision to further im-
plement additional measures to mitigate this risk. The Company continues to engage third-party specialists as
needed to assist with technical accounting, the application of new accounting standards, tax matters, and equity in-
strument valuations.
Executive board members
The risk management process begins with the executive board members, which, in the course of overall man-
agement, on the basis of the risk bearing potential, provide a clear definition of the strategy, the business types, ac-
ceptable and unacceptable risks as well as the total justifiable risk.
Non-Executive board members
The non-executive board members have a control function with respect to all measures for risk limitation and
risk management in the Company.
4.1
Risk groups
In connection with its business operations, Vivoryon is subject to not only operating business risks but also to a
multitude of financial risks including credit risks, liquidity risks and market risks as explained below.
4.1.1
Credit risks
Default risks exist for substantially all financial instruments recognized as assets. The amount of cash defines
the maximum default risk. To the extent that risks are identified for individual financial instruments, these are taken
into account by recording valuation adjustments.
The Company`s cash balances are held at Deutsche Bank, Landesbank Baden-Württemberg and Com-
merzbank. All three banks have a rating of bbb or better (S&P). In general, cash balances are only held with finan-
cial institutions with prime credit ratings which are subject to the depositor’s guarantee fund of German banks.
The maximum default risk for financial assets without considering credit improvements (e.g. right to offset) is
estimated at their carrying amount:
December 31,
December 31,
2025
2024
in kEUR
Maximum risk of default
Current financial assets (8.7, 6.5)
33
63
Cash and cash equivalents (8.9)
5,619
9,365
5,652
9,428
Total
As of December 31, 2025, and December 31, 2024, the fair value of current financial assets was in line with the
net carrying amount. As of the reporting dates December 31, 2025, and December 31, 2024, the financial assets
were neither impaired nor overdue.
66
4.1.2
Liquidity risk
Liquidity risks in the narrow sense exist when the Company does not have adequate funds to settle its ongoing
payment obligations. The payment obligations result primarily from the ongoing cost of business operations and in-
vesting activities against which there are only minor cash receipts. To manage the liquidity situation during the year,
the Company utilizes financial planning instruments. As of December 31, 2025, cash and cash equivalents amounted
to EUR 5,619 thousand.
For detailed disclosures regarding going concern and liquidity requirements see note 3.
The table below presents an analysis of the remaining terms of all contractually agreed financial liabilities as of
December 31, 2025, and December 31, 2024.
Carrying
Up to 30
1 to 3
3 months
1 to 5
amount
days
months
to 1 year
years
in kEUR
December 31, 2024
Financial liabilities
10
10
Trade payables
1,015
541
415
59
—
Lease liabilities (undiscounted payments)
104
5
10
47
42
thereof lease liabilities (discounted)
102
5
10
45
42
1,129
556
425
106
42
Total
December 31, 2025
Financial liabilities
13
13
Trade payables
458
190
158
110
—
Lease liabilities (undiscounted payments)
110
6
11
49
44
108
6
11
48
43
thereof lease liabilities (discounted)
Total
581
209
169
159
44
4.1.3
Market risks
Market risks develop from a possible change in risk factors which lead to a negative change in market value of
the financial assets and liabilities which are subject to this risk factor. General risk factors such as currency risks,
risks attributable to changes in interest rates and price risks can be of relevance to the Company (see next chapters).
4.1.4
Exchange rate risks
The Company is generally exposed to exchange rate risks concerning trade payables denominated in USD. At
December 31, 2025 the exchange rate for EUR 1 was USD 1.1750. A 5 % decrease of the exchange rate (1 EUR =
USD 1.1163) would have increased equity or decreased net loss for the period by EUR 0 thousand, respectively an
increase by 5 % of the exchange rate (1 EUR = USD 1.2338) would have decreased equity or increased net loss for
the period by EUR 0 thousand.
Foreign exchange risks could further develop if part of the future expenses or revenues from cooperation or
licensing agreements are realized in U.S. dollars or in another foreign currency.
4.1.5
Risk of changes in interest rates
Vivoryon does not have any variable interest-bearing assets or liabilities to a third party. As such, there is no
risk with respect to changes in interest rates. Vivoryon receives interest in EUR/USD cash holdings. Additionally,
Vivoryon has short term deposits based on fixed interest rates. Therefore, there is also no risk with respect to
changes in interest rates.
4.1.6
Price risks
At present, the financial commitments of the Company (9.2) do not contain variable price conditions and hence
do not bear price risks.
4.1.7
Capital management
The primary objective of Company’s capital management is to ensure that it maintains its liquidity to finance
its operating activities and meet its liabilities when due. Following the present projections and based on current cash,
the cash reach is less than 12 months after the date of the financial statements (please refer to “3. Going Concern”).
67
This cash runway guidance reflects an overall reduction in cash utilization while prudently investing in preparing to
execute on the Company’s kidney disease strategy. The future viability of the Company beyond the current guidance
is dependent on its ability to raise additional funds to finance its operations which also depends on the success of its
research and development activities such as those focusing on exploring opportunities in kidney disease. For de-
tailed disclosures regarding going concern and liquidity requirements see notes 3 and 4.
In April 2025, Vivoryon had entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 mil-
lion, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of
the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over
the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to
sell these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emp-
tive rights. The funds from SEPA are not included in the current cash runway guidance as the actual amount raised
and timing thereof under the SEPA are uncertain.
In October 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The new shares issued represent 12.9 % of Vivoryon’s ex-
isting issued share capital and were issued from the Company’s authorized capital under exclusion of the existing
shareholders’ pre-emptive rights. As a consequence, the Company’s number of shares outstanding increased to
29,614,337.
The Company`s focus on the long-term increase in the value of the Company is in the interest of its sharehold-
ers, employees and collaboration partners. The objective is to sustainably increase the value of Vivoryon by continu-
ing to generate positive data from studies, efficient processes in research and development, a forward-looking and
value-oriented portfolio management as well as continuously increasing the level of awareness of Vivoryon and the
approaches it applies in the pharmaceutical industry and, in the mid-term, the transfer of central assets of Vivoryon
into industrial collaborations. To achieve this, the business and financial risks along with financial flexibility are in
the management’s focus.
As of December 31, 2025, the Company`s equity amounted to EUR 4,727 thousand (December 31, 2024:
EUR 7,880 thousand). The total liabilities amount to EUR 2,791 thousand (December 31, 2024: EUR 3,405 thou-
sand).
In addition, Vivoryon currently has three share option programs from the years 2014, 2020 and 2021. For de-
tailed disclosures see notes 6.10 and 8.11. Vivoryon is not subject to any capital requirements stemming from the
Articles of Association.
68
5
Basis of preparation
5.1
Basis of preparation
5.1.1
Statement of compliance and basis of measurement
The financial statements of Vivoryon have been prepared in accordance with International Financial Reporting
Standards (IFRS) of the International Accounting Standards Board, as adopted by the European Union (EU-IFRS)
and with Section 2:362(9) of the Netherlands Civil Code.
The statement of profit and loss and other comprehensive income is prepared to classify the expenses by func-
tion; the classification of the statement of financial position is based on current and non-current distinction. Vi-
voryon classifies all amounts expected to be recovered or settled within twelve months after the reporting period as
current and all other amounts as non-current.
The financial statements are prepared on the historical cost basis.
5.2
Functional and presentation currency
The financial statements are presented in Euro, which is the Company’s functional currency. All amounts have
been rounded to the nearest thousand, unless indicated otherwise. As a result, rounding differences may occur.
5.3
Use of judgements and estimates
In preparing these financial statements, management has made judgements and estimates that affect the appli-
cation of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized prospectively. Compared to 2024 there has not been a significant change in judgements and estimates.
5.3.1
Judgements
Information about judgements made in applying accounting policies that have the most significant effect on the
amounts recognized in the financial statements is included in the notes.
Notes are presented, to the extent practicable, in a systematic order and are cross-referred to/from items in the
primary statements. In determining a systematic manner of presentation, an entity considers the effect on the under-
standability and comparability of the financial statements. The Company has applied judgement in presenting re-
lated information together in a manner that it considers to be most relevant to an understanding of its financial per-
formance and financial position. The order presented is only illustrative and entities need to tailor the organization
of the notes to fit their specific circumstances.
5.3.2
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a mate-
rial adjustment to the carrying amounts of assets and liabilities within the year ending December 31, 2025, is in-
cluded in the following notes. The estimates may differ from the actual amounts recognized in subsequent periods.
Changes in assumptions or estimates to be made are recognized in the statement of profit or loss and other compre-
hensive income at the time they become known. The circumstances in existence at the time of preparation of the fi-
nancial statements are considered as well as the future development in the industry-related environment concerning
the expected future business development of Vivoryon.
Recognition of research and development expenses
As part of the process of preparing the financial statements, Vivoryon is required to estimate its accrued ex-
penses. This process involves reviewing quotations and contracts, identifying services that have been performed on
its behalf, estimating the level of service performed and the associated cost incurred for the service when Vivoryon
has not yet been invoiced or otherwise notified of the actual cost, see note 6.14.
Recognition of transaction costs of a probable future equity transaction
VVY recognized transaction costs relating to a planned equity transaction (SEPA) as a prepayment (asset) in
accordance with IAS 32.37, see note 8.8.
69
In applying this accounting treatment, management exercises judgement in assessing at each reporting date
whether the planned equity transaction (SEPA) is expected to be completed. This assessment considers the status of
negotiations with investors, see note 3. Going Concern.
Should the transaction no longer be expected to be completed, the capitalized transaction costs would be recog-
nized immediately in profit or loss.
Income Taxes
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the
amount and timing of future taxable income. Given the differences arising between the actual results and the as-
sumptions made, or future changes to such assumptions, could necessitate future adjustments to tax entries already
recorded. Deferred tax assets are recognized for unused tax losses to the extent, that deferred tax liabilities exceed
deferred tax assets, while the provisions of the German Tax Act on the utilization of loss carryforwards was also
considered ('minimum taxation'/’Mindestbesteuerung’). Significant management judgement is required to determine
the amount of deferred tax assets that can be recognized, based upon the likely timing of deferred tax liabilities that
are compensated by deferred tax assets from loss carryforwards under the constraints of German tax law. Due to our
history of loss-making over the last several years as well as our plans for the foreseeable future, we have not recog-
nized any further deferred tax assets on tax losses carried forward.
Defined benefit plan (pension benefits)
The cost of the defined benefit pension plan and the present value of the pension obligation are determined us-
ing actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate and mortality rates (see note 6.11,
8.12). Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parame-
ter most subject to change is the discount rate. In determining the appropriate discount rate, management considers
the interest rates of corporate bonds in currencies consistent with the currencies of the post-employment benefit ob-
ligation with at least an ‘AA’ rating or above, as set by an internationally acknowledged rating agency, and extrapo-
lated as needed along the yield curve to correspond with the expected term of the defined benefit obligation. The
mortality rate is based on publicly available mortality tables for Germany (see note 6.11, 8.12). Those mortality ta-
bles tend to change only at intervals in response to demographic changes. Future pension increases are based on the
fixed increases as per contractual agreement (increase is 1 % p.a.). Further details about pension obligations are pro-
vided in note 6.11, 8.12.
Legal provisions
VVY provides for anticipated legal settlement costs when there is a probable outflow of resources that can be
reliably estimated. Where no reliable estimate can be made, no provision is recorded, and contingent liabilities are
disclosed where material. The status of significant legal cases is disclosed in note 8.15. These estimates consider the
specific circumstances of each legal case, relevant legal advice and are inherently uncertain due to the highly com-
plex nature of legal cases. The estimates could change substantially over time as new facts emerge and each legal
case progresses.
Accounting for share-based payments (compensation)
Estimating fair value for share-based payment transactions requires determination of the most appropriate valu-
ation model, which depends on the terms and conditions of the grant. This estimate also requires determination of
the most appropriate inputs to the valuation model including e.g. the expected life of the share option, volatility and
dividend yield and making assumptions about them (see note 6.10, 8.11). The Company initially measures the fair
value of equity-settled transactions with employees at the grant date, using the binomial model or the Monte-Carlo
simulation model. When determining the grant date fair value of share-based payment awards, assumptions must be
made regarding the key parameters of the grant (see note 6.10, 8.11). Additionally, the Company must estimate the
number of equity instruments which will vest in future periods as awards may be forfeited prior to vesting due to
employment termination. An assumption of the forfeiture rate must be made based on historical information and
adjusted to reflect future expectations. Revisions to the forfeiture rate could result in a cumulative effect of the
change in estimate for current and prior periods to be recognized in the period of change. The assumptions and mod-
els used for estimating fair value for share-based payment transactions are disclosed in note 6.10, 8.11.
The estimate of the number of equity instruments for which the service and non-market performance conditions
are expected to be satisfied is revised during the vesting period such that the cumulative amount recognized is based
on the number of equity instruments for which the service and non-market conditions are ultimately satisfied.
70
5.3.3
Measurement of fair values
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities.
The Company has established a control framework with respect to the measurement of fair values. The finance
department regularly reviews significant unobservable inputs and valuation adjustments. If third party information is
used to measure fair values, then the finance department assesses the evidence obtained from the third parties to sup-
port the conclusion that these valuations meet the requirements of the International Financial Reporting Standards,
including the level in the fair value hierarchy in which the valuations should be classified.
5.3.4
Fair value hierarchy
The Company does not measure any financial asset or liability at fair value. The carrying amount of all finan-
cial instruments approximates their fair value due to their short-term maturities. When measuring the fair value of an
asset or a liability, the Company uses market observable data as far as possible. Fair values are categorized into dif-
ferent levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices).
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability could be categorized in different levels of
the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair
value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
71
6
Summary of material accounting policies
6.1
Changes in accounting policies
The Company has consistently applied the accounting policies to all periods presented in these company finan-
cial statements.
With an effective date of January 1, 2025, the following amended standards and interpretations were required to
be applied for the first time. The new standards and amendments do not have a material effect on the financial state-
ments.
Standards / Amendments
Impending change
Effective date*
Anticipated effects
Amendments to IAS 21:
The amendments clarify how an entity
January 1, 2025 No material effects
Lack of Exchangeability
should assess whether a currency is ex-
on the financial state-
changeable and how it should deter-
ments are expected.
mine a spot exchange rate when ex-
changeability is lacking, as well as re-
quire the disclosure of information that
enables users of financial statements to
understand the impact of a currency not
being exchangeable.
6.2
New standards and interpretations
The following amendments had already been issued by the IASB before the financial statements of the Com-
pany were authorized for issue, but their adoption is not yet mandatory, and they have not yet been adopted by the
Company.
Standards / Amendments
Impending change
Effective date*
Anticipated effects
Amendments to IFRS 9
The amendments clarify that a financial January 1, 2026 No material effects
and IFRS 7: Classification liability is derecognized on the ‘settle-
on the financial state-
and Measurement of Fi-
ment date’ and introduce an accounting
ments are expected.
nancial Instruments
policy choice to derecognize financial
liabilities settled using an electronic
payment system before the settlement
date.
Other clarifications include the classifi-
cation of financial assets with ESG
linked features via additional guidance
on the assessment of contingent fea-
tures. Clarifications have been made to
non-recourse loans and contractually
linked instruments.
Additional disclosures are introduced
for financial instruments with contin-
gent features and equity instruments
classified at fair value through OCI.
Amendments published as Amendments to
January 1, 2026 No material effects
part of the ‘Annual Im-
– IFRS 1 First-time Adoption of Inter-
on the financial state-
provements to IFRS Ac-
national Financial Reporting Standards
ments are expected.
counting
(Hedge Accounting by a First-Time
Standards – Volume 11’
Adopter)
– IFRS 7 Financial Instruments: Dis-
closures (Gain or Loss on Derecogni-
tion) & Guidance on Implementing
IFRS 7
– IFRS 9 Financial Instruments (Derec-
ognition of Lease Liabilities / Transac-
tion Price)
72
– IFRS 10 Consolidated Financial
Statements (Determination of a “De
Facto Agent”)
– IAS 7 Statement of Cash Flows (Cost
Method)
Amendment to IFRS 9 and The amendments to IFRS 9 and IFRS 7 January 1, 2026 No material effects
IFRS 7: Contracts Refer-
contracts referencing nature-dependent
on the financial state-
encing Nature-dependent
electricity, sometimes referred to as re-
ments are expected.
Electricity
newable power purchase agreements
(PPAs), include guidance on:
– the ‘own-use’ exemption for purchas-
ers of electricity under such PPAs; and
– hedge accounting requirements for
companies that hedge their purchases
or sales of electricity using PPAs.
Also new disclosure requirements for
certain PPAs were added.
New Standard IFRS 18:
IFRS 18 will replace IAS 1 Presenta-
January 1, 2027 Vivoryon is currently
Presentation and Disclo-
tion of Financial Statements and will
assessing the impact
sure in Financial State-
significantly update the requirements
of adopting IFRS 18.
ments
for presentation and disclosures in the
financial statements, with a particular
focus on improving the reporting of fi-
nancial performance.
New Standard IFRS 19:
IFRS 19 allows eligible entities to elect January 1, 2027 No material effects
Subsidiaries without Pub-
to apply IFRS 19’s reduced disclosure
on the financial state-
lic Accountability: Disclo- requirements while still applying the
ments are expected.
sures; and amendments to
recognition, measurement and presen-
IFRS 19
tation requirements in other IFRS ac-
counting standards.
The amendments to IFRS 19 reduce
disclosure requirements for new and
amended IFRS accounting standards is-
sued between February 2021 and May
2024, which had previously been in-
cluded in full in IFRS 19.
Amendments to IAS 21:
The amendments to IAS 21 “The Ef-
January 1, 2027 No material effects
Translation to a Hyperin-
fects of Changes in Foreign Exchange
on the financial state-
flationary Presentation
Rates” require translation from a non-
ments are expected.
Currency
hyperinflationary functional currency
into a hyperinflationary presentation
currency at the closing rate.
* The date of first-time adoption scheduled by the IASB is assumed for the time being as the likely date of first-
time adoption for the entity.
6.3
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of the Company at the exchange rate
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into
the functional currency at the exchange rate at every reporting date. Foreign currency differences are generally rec-
ognized in profit or loss and presented within finance costs.
6.4
Determination of fair values
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly trans-
action between market participants at the measurement date in the principal or, in its absence, the most advanta-
geous market to which the Company has access at that date. The fair value of a liability reflects its non-performance
risk.
When one is available, the Company measures the fair value of an instrument using the quoted price in an ac-
tive market for that instrument. A market is regarded as active if transactions for the asset or liability take place with
sufficient frequency and volume to provide pricing information on an ongoing basis.
73
If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the
use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique in-
corporates all of the factors that market participants would take into account in pricing a transaction.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Company measures as-
sets and long positions at a bid price and liabilities and short positions at an ask price.
The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction
price — i.e., the fair value of the consideration given or received. If the Company determines that the fair value on
initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an
active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs
are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at
fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price.
Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument
but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.
6.5
Financial assets and liabilities — financial instruments
Definition
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. The Company`s financial assets include predominantly interest receivables. The
financial liabilities comprise trade and other payables (incl. accrued liabilities from the R&D projects).
Criteria for the recognition and derecognition, initial measurement
In general purchases or sales of financial assets are recognized on the settlement date, i.e., the date that the
Group renders or receives the counter performance (typically cash). The Company initially measures a financial as-
set at its fair value plus transaction costs.
The Company initially recognizes non-derivative financial liabilities on the date that they originate at fair value
net of directly attributable transaction costs. The Company derecognizes a financial liability when its contractual
obligations are discharged, cancelled, or expire.
Classification and subsequent measurement
Considering the Company’s business model for managing the financial assets, whose objective is to hold them
in order to collect contractual cash flows, and their contractual cash flow characteristics, which are solely payments
of principal. The financial assets are also subject to impairment.
The Company’s financial liabilities are classified as subsequently measured at amortized cost which is calcu-
lated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR
(effective interest method). An analysis of the carrying amounts from the Statements of Financial Position by meas-
urement category is disclosed under 9.1. Financial assets are not reclassified subsequent to their initial recognition
unless the Company changes its business model for managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting period following the change in the business model. A fi-
nancial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at
FVTPL (fair value through profit and loss):
-
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and in-
terest on the principal amount outstanding.
Financial assets — Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a
portfolio level because this best reflects the way the business is managed, and information is provided to manage-
ment. The information considered includes:
-
the stated policies and objectives for the portfolio and the operation of those policies in practice. These in-
clude whether management’s strategy focuses on earning contractual interest income, maintaining a partic-
ular interest rate profile, matching the duration of the financial assets to the duration of any related liabili-
ties or expected cash outflows or realizing cash flows through the sale of the assets;
-
how the performance of the portfolio is evaluated and reported to the Company’s management;
74
-
the risks that affect the performance of the business model (and the financial assets held within that busi-
ness model) and how those risks are managed;
-
how managers of the business are compensated - e.g., whether compensation is based on the fair value of
the assets managed or the contractual cash flows collected; and
-
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not consid-
ered sales for this purpose, consistent with the Company’s continuing recognition of the assets. Financial assets —
Assessment whether contractual cash flows are solely payments of principal and interest.
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with
the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g.,
liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company
considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a con-
tractual term that could change the timing or amount of contractual cash flows such that it would not meet this con-
dition. In making this assessment, the Company considers:
-
contingent events that would change the amount or timing of cash flows;
-
terms that may adjust the contractual coupon rate, including variable-rate features;
-
prepayment and extension features; and
-
terms that limit the Company’s claim to cash flows from specified assets (e.g., non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepay-
ment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding,
which may include reasonable additional compensation for early termination of the contract. Additionally, for a fi-
nancial asset acquired at a discount or premium to its contractual paramount, a feature that permits or requires pre-
payment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual
interest (which may also include reasonable additional compensation for early termination) is treated as consistent
with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets — Subsequent measurement and gains and losses
Financial assets at amortized cost: These assets are subsequently measured at amortized cost using the effective
interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or
loss.
Classification of, subsequent measurement and gains and losses from financial liabilities: Financial liabilities
are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classi-
fied as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at
FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit
or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method.
Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecog-
nition is also recognized in profit or loss. The Company does not apply hedge accounting.
Criteria for realization of income and expenses
Interest income, if any, would be accrued using the relevant EIR. Interest expense on liabilities, if any, is also
accrued based on the effective interest rate.
Gains and losses on the disposal of financial instruments are recognized in full when all significant risks and
rewards have been transferred. In the case of a partial transfer of risks and rewards, a distinction would be made as
to whether control remains with the company or is transferred.
Impairment losses on financial assets are recognized in profit or loss. For the receivables from a licensing deal
(7.1) the Company determines the exposure to credit default using customer specific default probabilities from ex-
ternal databases.
75
6.6
Share capital
Incremental costs directly attributable to the issue of common shares (6.15), net of any tax effects, are recog-
nized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in
accordance with IAS 12. Deferred taxes (7.7) are recognized accordingly.
Treasury shares are recognized as a deduction from equity in accordance with IAS 32. They are measured at
cost, including directly attributable transaction costs. No gain or loss is recognized in profit or loss on the purchase,
sale or cancellation of treasury shares; any difference is recognized directly in equity. Treasury shares do not carry
voting rights and are not entitled to dividends.
6.7
Property, plant and equipment
Property, plant and equipment (PP&E) are recognized at cost less accumulated depreciation as well as any ac-
cumulated impairment losses which may have been recognized. Subsequent expenditure is capitalized only when it
is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is recognized on the straight-line basis over the useful life. The useful life for operating and office
equipment ranges from three to ten years; for laboratory equipment from five to ten years. Depreciation methods,
useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are rec-
ognized within ‘other income’ or ‘other expenses’ in the statement of profit or loss and other comprehensive In-
come.
6.8
Intangible assets
The intangible assets acquired by Vivoryon relate to intellectual property and other intangible assets and are
recognized at cost less accumulated amortization as well as any impairment losses which may have been recognized.
The amortization is recognized on the straight-line basis over the expected useful life.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the spe-
cific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and
brands, is recognized in profit or loss as incurred.
Amortization begins when an asset is available for use and amortization is calculated using the straight-line
method to allocate cost over the estimated useful lives. Intellectual property is amortized over the term of the patent
rights (initially 15-18 years), other intangible assets are amortized over three to five years. The useful lives of intan-
gible assets are reviewed at each reporting date. The effect of any adjustment to useful lives is recognized prospec-
tively as a change of accounting estimate. The Company only owns intangible assets with a definite useful life.
When determining the appropriate accounting for variable payments (e.g. milestones) related to the cost of an
intangible asset and future economic benefits, an accounting policy that will be applied consistently should be cho-
sen. The company has decided to follow the “cost accumulation approach” for the intangible asset (IP-rights related
to QPCT inhibitors) acquired in 2023. Thereby, contingent consideration is not considered on initial recognition of
the asset, but it is added to the cost of the asset initially recorded, when incurred. This accounting does not apply to
all intangible assets.
6.9
Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than de-
ferred tax assets) to determine whether there is any indication of impairment.
An impairment expense is recognized when the carrying amount of an asset or a cash-generating unit exceeds the
recoverable value as of the reporting date. The Company determined that it has one cash-generating unit. The recov-
erable value is the higher of the amount representing the fair value, less costs of disposal or the value in use. The fair
value reflects the estimate of the amount which an independent third party would pay as of the measurement date for
the asset or cash-generating unit. In contrast, the value in use is based on the estimated future cash flows, discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset or cash-generating unit.
76
6.10 Share-based payment transactions
Vivoryon grants equity-settled share-based payments in the form of option rights to employees and members of
the Board. The share option programs allow the grantees to acquire the Company’s shares. The fair value at grant-
date of the share options awarded is distributed as research and development or general administrative expenses
with a corresponding increase in equity (other capital reserves), over the vesting period of the awards. The fair value
of the equity-settled transactions is measured by using valuation models like binomial or Monte-Carlo simulation
model. The amount recognized as an expense is adjusted to reflect the number of awards for which the related ser-
vice and non-market performance conditions are expected to be met, such that the amount ultimately recognized is
based on the number of awards that meet the related service and non-market performance conditions at the vesting
date.
6.11 Pensions
Vivoryon has defined benefit pension commitments for two individuals. The pension commitments include en-
titlements to disability, retirement and survivor benefits in amounts specifically determined for these two individu-
als.
The pension commitments (defined benefit plans) are accounted for using the projected unit credit method in
accordance with IAS 19. The measurement of the pension provision is based on actuarial calculations. The discount
rate used represents the market yield at the end of the reporting period for high quality fixed-rate corporate bonds.
The defined benefit obligation and the related current service cost is based on the benefit to the period of ser-
vice under the defined benefit plan’s formula. Actuarial gains and losses are immediately recognized through equity
in the other comprehensive income / (loss).
The remeasurement amount recognized in other comprehensive income / (loss) comprises the actuarial gains
and losses resulting from the measurement of the pension obligation of defined benefit plans and the difference be-
tween the realized return on plan assets and the expected return at the beginning of the period based on the discount
rate of the corresponding gross defined benefit obligation. Actuarial gains and losses result from changes in actuarial
assumptions.
The net interest expense associated with defined benefit plans is presented in finance expenses.
6.12 Provisions
Provisions are recognized for present obligations which result from past events for which the timing of the fu-
ture payment is uncertain. Provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the liability.
Provisions with a term over one year are recognized at their discounted settlement considering expected cost
increases. The discount rate used reflects the current market interest rate and the risks specific to the liability. The
unwinding of the discount is recognized as finance cost.
6.13 Revenue from contracts with customers
The Company has initially adopted IFRS 15 ‘Revenues from Contracts with Customers’ after the Company
received license income from a regional licensing partnership in the third quarter of 2021 (we refer to note 7.1). As
this contract is currently dormant, there were no revenues recognized either in the financial year 2025 or in the fi-
nancial 2024.
6.14 Research and development expenses
Research and development expenses comprise third party services, wages and salaries, cost of materials, intel-
lectual property-related expenses, depreciation and amortization of relevant equipment and intangibles as well as
overhead. Research and development expenses mainly consist of costs for clinical trials and manufacturing of the
Company`s clinical drug product. Additional costs are incurred by drug discovery and pre-clinical activities.
Research expenses are recognized as expenses when incurred. Costs incurred on development projects are rec-
ognized as intangible assets in case it is probable that future economic benefits attributable to the asset will flow to
Vivoryon considering its technological and commercial feasibility. This is not the case before regulatory approval
for commercialization is achieved, and costs can be measured reliably. Given the current stage of the development
of the Company`s projects, no development costs have yet been capitalized. Intellectual property-related costs for
patents are part of the costs for the research and development projects. Therefore, registration costs for patents are
77
expensed when incurred as long as the research and development project concerned does not meet the criteria for
capitalization.
6.15 General and administrative expenses
General and administrative costs relate to the operation of the business, unrelated to the research and develop-
ment function or any individual program. General and administrative expenses consist primarily of personnel-re-
lated costs (salaries, benefits, including share-based compensation), and other costs for administrative or operational
functions, like professional fees, accounting and legal services, directors’ and officers’ liability insurance premiums,
costs associated with investor relations, costs for information/communication technology and facility-related costs.
General and administrative expenses are recognized as expenses when incurred, except for cost in relation to capital
raising. Capital raising costs, are incremental costs directly attributable to the issue of common shares, such as pro-
fessional fees, accounting and legal services. Such costs are initially capitalized under ‘other assets and prepay-
ments’ (8.8) and later offset against share premium from a capital increase (6.6) or expensed if a capital increase did
not materialize (7.3).
6.16 Finance income and expenses
Finance income and expenses are recognized in the appropriate period applying the effective interest rate
method. Besides finance income and expenses, the financial result may include income from cash and cash equiva-
lents and gains and losses from financial instruments which are recognized in other comprehensive income / (loss).
In addition, net interest expenses associated with pension provisions are included.
6.17 Income tax
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent
that items are recognized directly in equity or in other comprehensive income / (loss).
Interest and penalties related to income taxes, including uncertain tax treatments, are accounted for under
IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income
taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also
includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met. The Company offsets tax assets and
liabilities if and only if it has a legally enforceable right to set off current tax assets, current tax liabilities, deferred
tax assets and deferred tax liabilities which relate to income taxes levied by the same tax authority.
No current income tax was recognized in 2025 nor 2024.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and lia-
bilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized
for:
-
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
-
temporary differences related to investments in subsidiaries to the extent that the Company is able to con-
trol the timing of the reversal of the temporary differences and it is probable that they will not reverse in
the foreseeable future.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differ-
ences to the extent that it is probable that future taxable profits will be available against which they can be used. Fu-
ture taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of
taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, ad-
justed for reversals of existing temporary differences, are considered, based on the business plan of the Company.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
78
the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits
improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has
become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
6.18 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in ex-
change for consideration. At commencement or on modification of a contract that contains a lease component, the
Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone
prices.
The Company recognizes a right-of-use (RoU) asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for
any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is lo-
cated, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date
to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end
of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In
that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the com-
mencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the dis-
count rate.
The Company determines its incremental borrowing rate by obtaining interest rates from various external fi-
nancing sources and makes certain adjustments to reflect the terms of the lease and type of asset leased. Lease pay-
ments included in the measurement of the lease liability comprise the following:
-
fixed payments, including in-substance fixed payments;
-
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at
the commencement date;
-
amounts expected to be payable under a residual value guarantee; and
-
the exercise price under a purchase option that the Company is reasonably certain to exercise, lease pay-
ments in an optional renewal period if the Company is reasonably certain to exercise an extension option,
and penalties for early termination of a lease unless the Company is reasonably certain not to terminate
early.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Com-
pany’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its
assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-sub-
stance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made
to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.
79
Short-term leases and leases of low-value assets
The company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets
and short-term leases. The company recognizes the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
6.19 Loss per share
Loss per share was determined in accordance with IAS 33. In the calculation of the loss per share, the results
for the period attributable to the shareholders are divided by the weighted average number of shares outstanding. As
of December 31, 2025, and 2024 no items had a dilutive effect. The Company is loss-making and therefore any ad-
ditional dilutive shares, e.g. stock options, were excluded from the diluted weighted average of common shares cal-
culation because their effect would have been anti-dilutive.
6.20 Operating segments
In light of the development activities that are being performed and the development phase of the Company, the
performance of the operations is monitored at the Company level and therefore no other reportable segments have
been identified.
6.21 Government Grants
Government grants are recognized where there is reasonable assurance that the grant will be received, and all
the conditions attached to them will be complied with. When the grant relates to an expense item, it is recognized as
other income. A grant receivable as compensation for costs already incurred will be recognized as income in the pe-
riod in which it is receivable.
7
Material items from Statement of Profit or Loss and Other Comprehensive Income
7.1
Contracts with customers
On June 29, 2021, the Company and Simcere Pharmaceutical Group Ltd (HKEX: 2096, ‘Simcere’) entered into
a strategic regional licensing partnership to develop and commercialize medicines targeting the neurotoxic amyloid
species N3pE (pGlu-Abeta) to treat Alzheimer's disease (AD) in Greater China. The agreement grants Simcere a
regional license to develop and commercialize varoglutamstat (PQ912), The Company`s Phase 2b-stage N3pE amy-
loid-targeting oral small molecule glutaminyl cyclase (QPCT) inhibitor with disease-modifying potential for AD, as
well as the Company's preclinical monoclonal N3pE-antibody PBD-C06 in the Greater China region.
The Company had identified the following performance obligations under the contract:
-
The Company granted `right to use’ licenses to Simcere to manufacture, sell and market the licensed prod-
ucts in Greater China for the treatment of Alzheimer, furthermore
-
upon Simcere’s request and payment, Vivoryon will manufacture and supply the compound to Simcere.
-
Neither in the financial year 2025 nor in 2024 any revenues from this agreement were recognized.
-
Also, future revenues – under the AD indication – from this agreement cannot be realized in the annual fi-
nancial statements, as they are contingent upon the achievement of certain development and sales mile-
stones which cannot be achieved any more due to Vivoryon’s discontinuation of varoglutamstat in AD.
80
7.2
Research and development expenses
2025
2024
in kEUR
Research and development expenses
Third-party research and development services
(1,795)
(11,061)
thereof manufacturing
(383)
(2,102)
thereof clinical research and development activities
(782)
(7,744)
thereof pre-clinical research and development activities
(590)
(1,159)
thereof other research and development activities
(40)
(56)
Personnel expenses
(1,408)
(1,598)
thereof share-based payment expenses
(170)
(352)
Patent-, legal and consulting fees
(931)
(1,143)
(247)
(256)
Other expenses
Total
(4,381)
(14,058)
In 2025 research and development expenses decreased by EUR 9.7 million compared to the year ended Decem-
ber 31, 2024. This decrease is primarily attributable to EUR 9.3 million lower third-party expenses, mainly because
of EUR 1.7 million lower manufacturing cost, lower clinical costs of EUR 7.0 million mainly due to the ramp-down
of the phase 2b clinical trial VIVIAD and VIVA-MIND.
7.3
General and administrative expenses
2025
2024
in kEUR
General and administrative expenses
Personnel expenses
(1,788)
(2,847)
thereof share-based payment expenses
(629)
(1,596)
Legal and consulting fees
(2,107)
(2,155)
Other legal cost
(31)
(635)
Compensation expense for Non-Executive Directors
(303)
(448)
thereof share-based payment expenses
(94)
(230)
Office and facility expenses
(254)
(251)
thereof short-term lease expenses
(46)
(43)
Capital raising costs
—
(257)
Depreciation and amortization expenses
(79)
(79)
Other expenses
(234)
(231)
(4,796)
(6,903)
Total
General and administrative expenses were EUR 4.8 million in 2025, compared to EUR 6.9 million in 2024. The
decrease by EUR 2.1 million was largely attributable to lower expenses for personnel (EUR 1.1 million), and other
legal cost (EUR 0.6 million). The reasons for the cost decrease in personnel were predominantly caused by the de-
crease in non-cash effective share-option expenses (EUR 1.0 million). Other legal cost in financial years 2025 and
2024 consisted of potential cost from the “Spruchverfahren (please refer to 1.7 Legal Proceedings of the annual re-
port).
81
7.4
Employee benefit expenses
2025
2024
in kEUR
Employee benefit expenses
Wages and salaries
(2,177)
(2,263)
Social Security contributions (employer's share)
(219)
(234)
Equity settled share-based payments
(799)
(1,948)
(3,195)
(4,445)
Total
As of December 31, 2025 the number employees amounted to 16 (2024: 15). All employees were employed
outside the Netherlands.
2025
2024
in FTE
Full time equivalents (FTE) as per 31/12/2025
Management
3
3
Research & Development
7
7
General & Administrative
3
4
13
14
Total
7.5
Other operating result
2025
2024
kEUR
Other operating income
Government grants
263
—
2
—
Other
Total
265
—
Other operating expenses
—
(3)
Disposal of intangible asset
Total
—
(3)
265
(3)
Other operating result
The other operating result in the year ending December 31, 2025 was EUR 265 thousand (2024: EUR (3) thou-
sand). The government grant is related to an initiative by the German Federal Ministry of Education (Bundesminis-
terium für Bildung und Forschung, or the BMBF) to support research and development activities in Germany.
7.6
Finance result
2025
2024
in kEUR
Finance income
Interest income
101
426
Foreign exchange income
5
56
Reversed expected credit loss allowance
—
—
106
482
Total
Finance expenses
Foreign exchange expense
(2)
(39)
(45)
(47)
Interest expenses
Total
(47)
(86)
59
396
Finance result
82
Finance income in 2025 predominantly results from interest income (2025: EUR 0.1 million, 2024: EUR 0.4
million).
Interest income results mainly from the Company’s EUR term deposits, the decrease is due to the general inter-
est rate level development and the smaller volume. Interest expenses for 2025 as well as for 2024 include interest
expense from pensions and leasing.
7.7
Income taxes
Income taxes comprise current and deferred taxes. Current and deferred taxes are recognized in profit or loss
except to the extent that they relate to items recognized directly in equity or other comprehensive loss. On December
31, 2025, Vivoryon had corporate income tax loss carry forwards of EUR 249.7 million (2024: EUR 241.3 million)
and trade tax loss carry forwards of EUR 249.6 million (2024: 241.1 million). The tax losses can be carried forward
for an unlimited time. The annual loss offset is limited to EUR 1 million, above this amount only 70 % (2024: 70%)
of the remaining loss carryforwards can be offset. Due to the Company`s current losses and loss carry forwards no
current taxes were recognized in 2025 and 2024.
For the determination of deferred taxes, German tax rates were applied as the Company is taxable in Germany
only, no taxable activities in the Netherlands occurred. A corporation tax rate of 15 % plus a solidarity surcharge of
5.5 % as well as the trade income tax rate of 15.75 % was used for 2025 and 2024.
2025
2024
in kEUR
Income tax reconciliation
Loss before income tax
(8,853)
(20,568)
31.58 %
31.58 %
Income tax rate
Expected tax benefits based on statutory rate
2,796
6,494
Tax losses not recognized
(2,644)
(5,815)
Non-deductible expenses/non-taxable income
(140)
(722)
(12)
43
Non-deductible FX-gains/ (losses)
Reported income tax gains/ (losses)
—
—
The significant differences between the expected and the actual income tax expense in the reporting period and
the comparative period are explained below. There were no income taxes paid in the financial years 2025 and 2024.
Differences that would result in deferred tax assets or liabilities are listed below:
2025
2024
in mEUR
Deferred tax assets result from
pension liabilities
0.1
0.1
loss carry forwards
0.1
0.1
Deferred tax liabilities result from
capitalized capital raising costs
0.1
0.0
Although the Company has significant tax loss carryforwards, IAS 12 defines very narrow limits for the recog-
nition of deferred tax assets from tax loss carryforwards. IAS12 does not permit deferred tax assets to be recognized
just to offset deferred tax liabilities. Therefore, in a first step the Company determined the amount that deferred tax
assets are exceeded by deferred tax liabilities, before loss carryforwards are considered. In a second step these de-
ferred tax assets from loss carryforwards were assessed in accordance with applicable tax law. Since German tax
law limits the annual amounts to be offset per year as described above, these deferred tax assets are only recognized
in the amount of EUR 0.1 million.
83
8
Material items from Statements of Financial Position
8.1
Property, plant equipment
Other
Hardware
PP&E
Total
in kEUR
Acquisition costs
Balance at January 1, 2024
127
159
286
Additions
2
—
2
Disposals
—
(17)
(17)
129
142
271
Balance at December 31, 2024
Additions
6
—
6
(7)
—
(7)
Disposals
Balance at December 31, 2025
128
142
270
Depreciation
(95)
(151)
(246)
Balance at January 1, 2024
Additions
(17)
(1)
(18)
—
17
17
Disposals
Balance at December 31, 2024
(112)
(135)
(247)
Additions
(16)
(1)
(17)
Disposals
7
—
7
(121)
(136)
(257)
Balance at December 31, 2025
Balance at December 31, 2024
17
7
24
Balance at December 31, 2025
7
6
13
Other PP&E merely consists of IT hardware and office/laboratory equipment.
8.2
Intangible assets
Other intangible
Patents
assets
Total
in kEUR
Acquisition costs
Balance at January 1, 2024
1,050
64 1,114
Additions
—
—
—
Disposals
—
(3)
(3)
1,050
61 1,111
Balance at December 31, 2024
Additions
—
—
—
—
—
—
Disposals
Balance at December 31, 2025
1,050
61 1,111
Accumulated amortization
(126)
(47) (173)
Balance at January 1, 2024
Additions
(64)
(9)
(73)
—
—
—
Disposals
Balance at December 31, 2024
(190)
(56) (246)
Additions
(64)
(4)
(68)
Disposals
—
—
—
(254)
(60) (314)
Balance at December 31, 2025
Balance at December 31, 2024
860
5
865
Balance at December 31, 2025
796
1
797
84
On April 7, 2020, Vivoryon acquired IP-rights related to Meprin Substrates from Fraunhofer Gesellschaft/ In-
stitute for Cell Therapy and Immunology (IZI) in the amount of net EUR 550 thousand. The remaining term for the
patents is about 13 years (remaining amortization period). On August 9, 2023, Vivoryon acquired certain rights to
certain patents controlled by Scenic Immunology B.V. in the amount of net EUR 500 thousand. The remaining term
for the patents is about 14 years (remaining amortization period).
8.3
Right-of-use assets
Buildings
in kEUR
Acquisition costs
Balance at January 1, 2024
457
Additions
120
Disposals
(189)
388
Balance at December 31, 2024
Additions
70
—
Disposals
Balance at December 31, 2025
458
Accumulated depreciation
(421)
Balance at January 1, 2024
Additions
(56)
189
Disposals
Balance at December 31, 2024
(288)
Additions
(62)
Disposals
—
(350)
Balance at December 31, 2025
Net balance at December 31, 2024
100
Net balance at December 31, 2025
108
Buildings RoU assets consists of non-cancellable lease agreements mainly relating to the Company`s leases of
office space in München (Germany).
8.4
Expenses in connection with leases
2025
2024
in kEUR
Expenses in connection with leases
Depreciation of RoU assets
(62)
(56)
Interest expense on lease liabilities
(3)
(1)
Leases of low-value assets
(3)
(3)
(68)
(60)
Total
8.5
Depreciation and Amortization
2025
2024
in kEUR
Expenses for depreciation and amortization
Amortization of intangible assets
(68)
(73)
Depreciation of PP&E
(17)
(18)
Depreciation of RoU assets
(62)
(56)
(147)
(147)
Total
85
Depreciation of PP&E and RoU assets and amortization of intangible assets is included in the statements of
operations and comprehensive loss within research and development expenses and general and administrative ex-
penses.
8.6
Lease liabilities
Lease obligations consist of payments under non-cancellable lease agreements relating to the Company`s leases
of office space München (Germany). In 2025 the Company had total cash outflows for leases of EUR 61 thousand
(2024: EUR 56 thousand). Set out below are the carrying amounts and the movements of the Company’s lease lia-
bilities:
2025
2024
in kEUR
Lease liabilities
Balance at January 1
102
38
Additions
67
120
Repayments
(64)
(57)
3
1
Interest
Balance at December 31
108
102
thereof long-term lease liabilities
44
42
thereof short-term lease liabilities
64
60
8.7
Non-financial and financial assets
December 31, December 31,
2025 2024
in kEUR
Financial assets, current
Accrued interest income on term deposits
12
42
21
21
Other current financial assets
Total
33
63
In 2025 all term deposits were below 3 months and are displayed under cash and cash equivalents.
8.8
Other assets and prepayments
December 31, December 31,
2025 2024
in kEUR
Other assets, non-current
Withholding tax receivable on term deposits
173
228
173
228
Total
Other current assets and prepayments
Prepayments
382
369
Government grants (7.5)
263
—
Value-added tax receivables
111
166
19
104
Other tax reclaims
Total
775
639
As of December 31, 2025, and 2024 other non-current assets consist of tax refunds claims against German tax
authority of Vivoryon that typically take more than one year.
As of December 31, 2025 the prepayments include prepayments for external R&D (2025: EUR 88 thousand,
2024: EUR 117 thousand) and a number of general and administrative service providers such as IT, investor rela-
tions or insurance services (2025: EUR 194 thousand, 2024: EUR 252 thousand). Furthermore, included is EUR 100
thousand commitment fees as prepayment in connection with the Standby Equity Purchase Agreement (SEPA) for
86
probable future equity issuance transaction. In the absence of sufficient private funding, SEPA would be used as a
temporary bridging solution.
Other tax reclaims relate to receivables due to withheld taxes on interest income or license payments. Current VAT
tax assets as of December 31, 2025, include regular tax reclaims from incoming invoices.
8.9
Cash and cash equivalents
December 31, December 31,
2025 2024
in kEUR
Cash and cash equivalents
Cash equivalents
4,000
8,000
Term deposits with an initial duration of max. three months
Total
4,000
8,000
Cash at banks
Cash held in U.S. Dollars
1
1
1,618
1,364
Cash held in Euro
Total
1,619
1,365
5,619
9,365
Total cash and cash equivalents
The banks (Deutsche Bank, Landesbank Baden Württemberg and Commerzbank) are all investment graded
(bbb or better; S&P).
8.10 Equity
The authorized share capital (maatschappelijk kapitaal) amounts to EUR 600,000, divided into 60,000,000
common shares, each with a nominal value of EUR 0.01, numbered 1 through 60,000,000. As of December 31,
2025, the Company`s issued capital comprised 29,614,327 registered no par common shares (as of December 31,
2024: 26,066,809). The nominal amount per share is EUR 0.01. All shares are fully paid up.
2025
2024
Shares outstanding on January 1
26,066,809
24,066,808
Purchase of own shares
-10
Issuance of common shares
3,547,528
—
—
1
Shares issued as a result of the exercise of share options (8.11)
Shares outstanding on December 31
29,614,327
26,066,809
The nominal value of the shares in the Company is EUR 0.01 each. The number of ordinary shares of the Com-
pany in issue (including shares held in treasury) has changed and consists of 29,614,327 ordinary shares.
In the context of the ongoing “Spruchverfahren” (see 8.15 Non-current Provisions), the company has repur-
chased 10 shares (compensation of EUR 9.00 per share) in the course of an out-of-court settlement.
On April 24, 2025, the Company entered into a standby equity purchase agreement (“SEPA”) with Yorkville
Advisors Global, LP an institutional investor based in New Jersey, USA, which allowed the Company the right, but
not the obligation, to issue and sell to Yorkville up to EUR 15 million of its ordinary shares with a nominal value of
€0.01 per share in individual tranches over a term of 36 months. Pursuant to the SEPA, the Company was required
to issue to Yorkville 167,028 ordinary shares as commitment shares. The Company’s share capital increased there-
fore by EUR 1,670.28 on completion of the contract.
As of October 6, 2025, the Company issued 3,380,500 new ordinary shares at an offering price of EUR 1.50 per
share, amounting to gross proceeds of EUR 5.1 million. The corresponding transaction costs for this private place-
ment amounted to EUR 296 thousand. The new shares issued represent 12.9 % of Vivoryon’s existing issued share
capital and were issued by the Company’s authorized capital under exclusion of the existing shareholders’ pre-emp-
tive rights. As a consequence, the Company’s number of shares outstanding increased to 29,614,337. The Com-
pany’s share capital increased from EUR 262,338.37 by EUR 33,805.00 to EUR 296,143.37 on completion of the
Offering.
In the twelve months ending December 31, 2025, no share options were exercised.
87
8.10.1 Accumulated other comprehensive income/(loss)
The accumulated other comprehensive income/(loss) (OCI) amounts to EUR (237) thousand as of December
31, 2025 (December 31, 2024 EUR (268) thousand). The OCI solely consists of annual remeasurements of the net
defined benefit pension liability.
8.10.2 Loss per share
As of December 31, 2025, the Company’s issue capital consisted of 29,614,327 common shares (December 31,
2024: 26,066,809). All common shares are registered with no par value common shares. The calculated nominal
amount per share is EUR 0.01. The net loss for the period amounted to EUR 8,853 thousand in the financial year
2025 (2024: net loss of EUR 20,568 thousand). The loss per share was calculated as follows:
2025
2024
Loss per share calculation
Weighted average number of common shares outstanding
26,987,883
26,066,809
(8,853)
(20,568)
Loss for the period (in kEUR)
Loss per share (basic/diluted) in Euro
(0.33)
(0.79)
As of December 31, 2025, and 2024, no items had a dilutive effect. The Company is loss making and therefore
any dilutive additional shares, e.g., share options, were excluded from the diluted weighted average of common
shares calculation because their effect would have been anti-dilutive.
8.11 Share-based payments
2014 Share Option Program
Under the 2014 Share Option Program (“2014 Plan”) the Company granted rights to purchase common shares
of Probiodrug AG (“Probiodrug”), the Company`s former name, to certain members of the management board (as
was installed at that time) and employees of Probiodrug. Under this share option program options were issued in the
years 2014 to 2017. Since December 31, 2017, no new grants could be issued under the 2014 Plan. As of December
31, 2025, all share options granted under the 2014 Plan have expired; no more share options are outstanding, and
none are exercisable under the 2014 Plan.
2020 Share Option Program
The Company further established a new share option program on September 13, 2019 (amended on December
4, 2020) (“2020 Plan”), with the purpose of promoting the long-term loyalty of the beneficiaries to the Company.
The 2020 Plan governed issuances of share options to employees and members of the Board. The maximum number
of common shares available for issuance under option awards granted pursuant to the 2020 Plan equaled 615,000
options. Since July 1, 2022, no new grants could be issued under the 2020 Plan.
2021 Equity Incentive Plan
The Company established an omnibus equity incentive plan on June 28, 2021 (the “2021 Plan”) governing the
issuance of equity incentive awards to enhance our ability to attract, retain and motivate key employees. The initial
maximum number of common shares available for issuance under equity incentive awards granted pursuant to the
2021 Plan equals 2,000,000 common shares. On January 1, 2024, and on January 1 of each calendar year thereafter,
an additional number of common shares equal to 3 % of the total outstanding amount of common shares on Decem-
ber 31 of the immediately preceding year (or any lower number of common shares as determined by the Board of
directors) becomes available for issuance under equity incentive awards granted pursuant to the 2021 Plan. On Janu-
ary 1, 2026, another 888,430 common shares became available under the Plan 2021. The plan is administered by the
Board which determines designated participants, number of shares to be covered as well as the terms and conditions
of any award.
88
The number of share options granted during the year ended December 31, 2025 under the 2021 Plan was as fol-
lows:
fair value per
share price at grant
expected volatility of
Share options
number
option at grant date**
date / exercise price
Company`s share*
risk-free rate
granted in 2025
March 15
150,000
EUR 0.80
EUR 1.89
75%
2.93%
March 15
150,000
EUR 0.97
EUR 1.89
75%
2.93%
March 15
75,000
EUR 0.97
EUR 1.89
75%
2.93%
March 15
100,000
EUR 0.80
EUR 1.89
75%
2.93%
March 15
75,000
EUR 0.80
EUR 1.89
75%
2.93%
May 2
50,000
EUR 0.80 – 1.06
EUR 1.78
75%
2.52%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
October 16
20,000
EUR 0.56 – 0.58
EUR 1.64
75%
2.64%
October 16
20,000
EUR 0.58
EUR 1.64
75%
2.64%
36,000
EUR 0.73 – 0.97
EUR 1.64
75%
2.64%
October 16
776,000
*
Expected volatility is based on the trimmed historical volatility of the Company`s shares at the Amsterdam
marketplace since its Initial Public Offer on 28 October 2014 rounded to the nearest 5%. In order to limit the effects
of individual days, swings of the daily logarithmical return of more than +/-50% are limited to +/-50%. The ap-
proach for volatility determination is consistent with the approach used in the past for Vivoryon except for the trim-
ming approach which has been introduced as part of the 6 June 2024 Grant valuation.
** Lifetime of the options was estimated with an early exercise when the share reaches a value of 150% of the
exercise price.
***Lifetime of the options was estimated with an early exercise at the change in control event (after 2.5 years
from grant-date), when the share price would exceed the minimum threshold
676,000 options granted in the year ended December 31, 2025, were granted to members of the executive
board. Expected dividends are nil for all share options listed above.
Key terms and conditions of equity incentive plans
The key terms and conditions related to the grants under the share option programs 2021, 2020 and 2014 are as
follows; all options are to be settled by the physical delivery of shares. The fair value of the options granted has
been measured using the binomial model or the Monte-Carlo simulation model. Service and non-market perfor-
mance conditions attached to the option programs are not taken into account in measuring fair value.
Options
Options
Beneficiaries
available
outstanding
Vesting conditions
Option term
Plan 2021
460,481
Granted to executive
2,099,462
Graded vesting*
10 years, exercis-
and non-executive
able after a
board members
tranche has vested
Granted to executive
90,000
Divided into five equal portions,
10 years, exercis-
board members
where vesting is triggered by a
able after a
(2023-M&A Options)
change in control and dependent on tranche has vested
M&A options conditional to share
price range 100-200
. Vesting period ends on
08/04/2026.
Granted to executive
135,000
Divided into five equal portions,
10 years, exercis-
board members
where vesting is triggered by a
able after a
(2024-M&A Options)
change in control and dependent on tranche has vested
the achievement of share prices
above 100/150/200/300/450 Euro
per share. Vesting period ends on
08/04/2026.
89
Options
Options
Beneficiaries
available
outstanding
Vesting conditions
Option term
Granted to executive
225,000
100% vest at the conclusion of a
10 years, exercis-
board members
varoglutamstat Pharma Deal (Li-
able after a
(2025-Performance-
censing,Partnering, M&A etc.). If
tranche has vested
based Options –
not vested prior, 40% vest at clos-
Pharma Deal)
ing of varoglutamstat Pharma Op-
tion Deal.Vesting period ends on
12/31/2026.
Granted to executive
150,000
Vesting is triggered by Publication
10 years, exercis-
board members
of VIVAMIND CKD/DKD data at
able after a
(2025-Performance-
major congress or in top journal un- tranche has vested
based Options - Pub-
til 12/31/2025
lication)
Granted to executive
97,500
Vesting is triggered by closing a fi- 10 years, exercis-
board members
nancing of €5-8 Mio (Prio 3) until
able after a
(2025-Performance-
12/31/2025
tranche has vested
based Options - Fi-
nancing)
Graded vesting over 3-year period
10 years, exercis-
(33.3% after 12 months and 8,3%
able after a
Granted to employees
130,750
every 3 months thereafter)
tranche has vested
* The vesting of the share option grants in 2022 deviate. One grant from April 25, 2022 for 100,000 share options vests over approximately
two years until April 1, 2024, all other grants over a period of three years. Typically, one third of the options vest after the first year, the
rest vests on a monthly basis over the remaining two years. There is one deviation from this for two grants made on June 22, 2022, for
90,000 share options each. These three have a vesting of 51,000 share options already in the first year, the rest then in equal monthly in-
stallments over the remaining two years.
Plan 2020
Graded vesting over 3-year period
(33.3 % each after first, second and 8 years, all out-
Granted to executive
third year). All outstanding options
standing options
board members
565,000
are fully vested.
are exercisable
Granted to employees
50,000
Graded vesting over 3-year period
8 years, not exer-
(33.3 % each after first, second and cisable before
third year)
lapse of 4 years
Plan 2014
Granted to employees
0
All outstanding options are fully
8 years, all out-
vested
standing options
are exercisable
460,481
3,542,712
Total
The number and weighted-average exercise prices of stock options under the stock option programs were as
follows:
2025
2024
Number
WAEP*
Number
WAEP*
of options
EUR
of options
EUR
Outstanding on January 1
3,094,712
7.66 €
2,291,935
8.92 €
Exercised during the year
0
—
(1)
9.39 €
Expired during the year
(328,000)
5.35 €
(112,222)
10.90 €
Granted during the year
776,000
1.80 €
915,000
4.91 €
3,542,712
6.60 €
3,094,712
7.66 €
Outstanding on December 31
Exercisable on December 31
2,457,932
7.19 €
1,633,686
8.29 €
* Weighted average exercise price (WAEP)
90
In the year ended December 31, 2025, no share options under the 2021 Plan were exercised. In the year ended
December 31, 2024, one share was issued upon the exercise of share options under the 2021 Plan.
The share options outstanding at December 31, 2025, had an exercise price in the range of EUR 1.46 to
EUR 14.72 (December 31, 2024: EUR 1.96 to EUR 14.72) and a weighted-average contractual life of 6.8 years (De-
cember 31, 2024: 7.4 years). According to the terms and conditions of the share option programs, exercise is not
possible during specified blackout periods and for share options under the Plan 2014 subject to a performance crite-
rion concerning the average share price of Vivoryon shares during the twenty days before exercise, while share op-
tions granted under the Plan 2021 in 2024 and 2025 have exercise conditions tied to the Company`s share price
and/or the occurrence of certain events.
In 2025 for option rights not yet vested the total expense recognized for the share option program 2014
amounted to nil (2024: nil), for the share option program 2020 to EUR 32 thousand (2024: EUR 113 thousand) and
for the share option program 2021 to EUR 861 thousand (2024: 2,065). These amounts were credited to other capital
reserves.
8.12 Pension liabilities
Vivoryon has defined benefit pension plan commitments to two former executive board members. The pension
commitments include entitlements to disability, retirement and survivor benefits in amounts specifically determined
by the individual.
The amount of the defined benefit obligation (actuarial present value of the accrued pension entitlements) is
determined based on actuarial methodologies which require the use of estimates. The calculation was based on the
Heubeck 2018 G mortality tables. In 2025 and subsequent years, there will be no further contributions to the plan.
The measurement of the pension benefits is based on a discount rate of 3.75 % in the year ended December 31,
2025, respectively 3.33% in the year ended December 31, 2024.
2025
2024
in kEUR
1,189
1,218
As of January, 1
Interest expense / (income)
38
39
Benefit payments
(81)
(80)
Actuarial (gains) / losses
Change in financial assumptions
(43)
(1)
Experience adjustments
11
13
1,114
1,189
As of December, 31
The following sensitivity analysis shows how the present value of the defined benefit obligation (DBO) would
change if the interest rate changed holding other assumptions constant:
-
Interest rate (0.5) %: increase of the DBO by EUR 48 thousand (December 31, 2024: EUR 58 thousand)
-
Interest rate 0.5 %: decrease of the DBO by EUR 51 thousand (December 31, 2024: EUR 53 thousand)
In the reporting period, interest expenses in the amount of EUR 38 thousand (2024: EUR 39 thousand) associ-
ated with defined benefit obligations were recognized in the statements of operations and comprehensive loss.
The weighted average duration of the pension commitments is 9.2 years (December 2024: 9.7 years).
8.13 Pension liabilitiesꢀ—ꢀpension commitment using the provident fund
Vivoryon has further obligations from a granted and vested pension commitment for a former board member in
the context of a provident fund in the amount of EUR 14 thousand annually until 2035. This pension liability was
calculated using a discount rate of 3.02 % and amounts to EUR 118 thousand as of December 31, 2025 (December
31, 2024: 3.02 % and EUR 128 thousand).
91
8.14 Other current liabilities
December 31, December 31,
2025 2024
in kEUR
Withholding tax
—
—
Liabilities from employee benefits
259
273
Social charges, wage tax
43
41
Other financial liabilities
13
10
315
324
Total
The decrease of the liabilities from employee benefits was caused primarily by the decrease of the boni of the
executive board from 107.8% as of December 31, 2024, to 71% as of December 31, 2025.
8.15 Non-current Provisions
2025
2024
in kEUR
647
12
Balance at January 1
Additions
31
635
Utilization
—
—
Reversal
—
—
678
647
Balance at December 31
Non-current provisions mainly consist of the potential compensation payment from the “Spruchverfahren”,
subject to interest, and of which the outcome depends on the further course of the court proceedings (please refer to
1.7 Legal Proceedings of the annual report).
9
Other disclosures
9.1
Disclosures on financial instruments
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, in-
cluding their levels in the fair value hierarchy. The table does not include fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Financial as-
sets at
FVTPL
amortized cost
level 1
level 2
level 3
in kEUR
carrying amount
fair value
December 31, 2024
Other current financial assets
—
63
—
—
—
Cash and cash equivalents
—
9,365
—
—
—
Trade payables
—
1,015
—
—
—
Other current financial liabilities
—
10
—
—
—
December 31, 2025
Other current financial assets
—
33
—
—
—
Cash and cash equivalents
—
5,619
—
—
—
Trade payables
—
458
—
—
—
Other current financial liabilities
—
13
—
—
—
As of December 31, the fair value of current and non-current financial assets is estimated with the carrying
amount.
Trade payables decreased to EUR 458 thousand as of December 31, 2025, from EUR 1,015 thousand as of De-
cember 31, 2024 due to the lower volume of services at the cut-off date.
92
9.2
Contingencies and other financial commitments
The Company enters contracts in the normal course of business with CROs and clinical sites for the conduct of
clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or
other services. Total contractual obligations as of December 31, 2025, were EUR 767 thousand and comprised re-
search and development services as well as of consulting services (2024: EUR 884 thousand). Out of these commit-
ments, EUR 653 thousand are due within one year (2024: EUR 758 thousand).
9.3
Related party relationships
Related parties
The following individuals and entities were considered related parties of Vivoryon during the reporting period:
-
Executive members of the Board of directors of the Company or a shareholder of the Company
-
Non-executive members of the Board of directors
Transactions with key management personnel
The total compensation granted to executive board members for the year is EUR 1,776 thousand (2024:
EUR 2,734 thousand), and is specified below on an individual level. The amount of EUR 179 thousand for annual
performance-based compensation wasn´t paid to executive board members in 2025 but accrued (2024: EUR 231
thousand).
Frank Weber,
Michael
Anne Doering,
CEO, since Sep-
Schaeffer,
CFO until De-
tember 15, 2023
CBO
cember 11, 2025
kEUR
2025
2024
2025
2024
2025
2024
Fixed compensation
269
256
275
263
166
231
Health insurance contribution
—
—
6
5
6
6
—
—
5
5
—
—
Direct insurance
Total fixed compensation
269
256
286
273
172
237
60
86
55
79
34
66
Annual performance-based compensation
Total base compensation
329
342
341
352
207
303
561
806
126
225
(29)
619
Share-based compensation
Total compensation
890
1,148
467
577
178
922
Julia Neugebauer,
Marcus Irsfeld,
Florian Schmid,
COO, since May
CFO, since Decem- CFO, until Febru-
1, 2025
ber 12, 2025 ary 29, 2024
kEUR
2025
2024
2025
2024
2025
2024
Fixed compensation
150
—
27
—
—
41
Health insurance contribution
5
—
1
—
—
1
—
—
—
—
—
—
Direct insurance
Total fixed compensation
155
—
28
—
—
52
29
—
—
—
—
Annual performance-based compensation
Total base compensation
184
—
28
—
—
—
25
—
4
—
—
35
Share-based compensation
Total compensation
209
—
32
—
—
87
The total compensation granted to former executive board members for the year is EUR 178 thousand (2024:
EUR 87 thousand), and is specified above on an individual level. The gain of EUR 29 thousand is a technical IFRS
accounting gain (not cash effective) due to reversal of past costs until date of exit.
93
For the financial year 2025, the non-executive board members were entitled to the following remuneration.
2025
2024
in kEUR
Compensation
Erich Platzer
82
105
Claudia Riedl
78
113
Charlotte Lohmann
72
95
72
136
Samir Shah
Total
304
449
The decrease in compensation in 2025 results mainly from share-based payment expenses (2025: EUR 93 thou-
sand, 2024: EUR 230 thousand). There are no outstanding balances towards our non-executive board members as of
December 31, 2025, respectively none as of December 31, 2024.
9.4
Auditor´s fee
The following fees were charged by KPMG Accountants N.V. to the company, as referred to in Section 2:382a
(1) and (2) of the Dutch Civil Code.
KPMG Account-
ants N.V.
In kEUR
2024
Statutory audit of the financial statements
204
204
Total
2025
Statutory audit of the financial statements
219
219
Total
The fees mentioned in the table for the audit of the financial statements 2025 (2024) relate to the total fees for
the audit of the financial statements 2025 (2024), irrespective of whether the activities have been performed during
the financial year 2025 (2024). In 2025 and 2024 no services were performed by KPMG that related to tax and other
non-audit services.
KPMG Accountants N.V. was re-appointed as auditor for 2025 by resolution of the annual general meeting of
Vivoryon Therapeutics N.V. on June 22, 2025.
9.5
Subsequent events
There were no further events of particular significance subsequent to the balance sheet date.
94
Signature page to the annual report of Vivoryon Therapeutics N.V. for the financial year ended December 31,
2025.
By signing this signature page, the annual report of Vivoryon Therapeutics N.V. for the financial year ended
December 31, 2025, is approved.
__________________________ __________________________ __________________________
Frank Weber
Marcus Irsfeld
Michael Schaeffer
__________________________
Julia Neugabauer
__________________________ __________________________ __________________________
Erich Platzer
Claudia Riedl
Charlotte Lohmann
__________________________
Samir Shah
95
4
Other Information
Provisions in the Articles of Association governing the profit appropriation
Under article 26 of the Company’s Articles of Association, the Board shall determine the amount of the profits
accrued in a financial year that shall be added to the reserves of the Company. The allocation of the remaining
profits shall be determined by the General Meeting. The Board shall make a proposal for that purpose.
Independent auditor`s Report
The independent auditor’s report is set forth on the following pages.
96
Independent auditor's report
To: the General Meeting of Shareholders and the Non-Executive Board of Vivoryon Therapeutics
N.V.
Report on the audit of the financial statements 2025 included in the annual report
Our opinion
In our opinion the accompanying financial statements give a true and fair view of the financial
position of Vivoryon Therapeutics N.V. as at December 31, 2025, and of its result and its cash
flows for the year then ended, in accordance with IFRS Accounting Standards as endorsed by
the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2025 of Vivoryon Therapeutics N.V. (the ‘Company’)
based in Amsterdam, The Netherlands.
The financial statements comprise:
1 the statement of financial position as at December 31, 2025;
2 the following statements for 2025: Statements of operations and comprehensive loss,
changes in shareholders’ equity and cash flows; and
3 the notes comprising material accounting policy information and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of Vivoryon Therapeutics N.V. in accordance with the ‘Verordening inzake
de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
non-compliance with laws and regulations, climate and the key audit matters was addressed in
this context, and we do not provide a separate opinion or conclusion on these matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to the '3. Going concern' section in the notes of the financial statements,
which states that the Company’s existing cash and cash equivalents to fund its operating plans is
less than 12 months after balance sheet date. The Company’s ability to continue as going
concern will depend on securing additional financing to sustain its operations and meet its capital
requirements.
These conditions indicate the existence of a material uncertainty that may cast significant doubt
on the company’s ability to continue as a going concern. Our opinion is not modified in respect of
this matter.
To determine that there is no situation of inevitable discontinuity and to conclude on the
adequacy of the going concern related disclosure in the financial statements, we have
performed, inter alia, the following procedures:
•
we considered whether management’s assessment of the going concern risks includes all
relevant information of which we are aware as a result of our audit and inquired management
about the underlying key assumptions and principles. Management has, amongst others,
taken the funding possibilities into consideration;
•
we analyzed the budgeting process and evaluated the plausibility of cash flow forecasts by
way of testing earlier assumptions against historical realizations to evaluate the reliability of
management’s forecast;
•
we evaluated the plausibility of assumptions relating to the forecasted available future cash
flows, evaluated the likelihood and timing of success of the ability to raise additional funds
and considered the viability of the business to determine that there is no situation of
inevitable discontinuity;
•
we, as part of aforementioned evaluations, inspected agreements and publicly available
information supporting that continuity is possible and performed inquiries with management
and other personnel, also regarding possible new or changed circumstances that may be
relevant to the identified continuity risks;
•
we evaluated whether the disclosure in Note 3 Going concern of the financial statements
adequately describes the measures taken by management to mitigate the going concern
risks and the key assumptions and estimates underlying them, also in relation to the findings
of our procedures and the reporting framework requirements.
2