What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 947 added, 366 removed, 1260 unchanged (51% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Management of the Company maintains disclosure controls and procedures as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the disclosure controls and procedures.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2023, due to the material weaknesses as discussed further below under the heading “Management’s Annual Report on Internal Control over Financial Reporting” in this Item 9.

Our disclosure controls and procedures have been designed to meet, and management believes that they meet, reasonable assurance standards.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded disclosure controls and procedures were effective as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly, reflect transactions and dispositions of assets, provide reasonable assurance that transactions are recorded in the manner necessary to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are only carried out in accordance with the authorization of our management and directors, and provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our internal control over financial reporting includes controls over relevant IT systems that have an impact on financial reporting including accuracy and completeness of our account balances.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework (2013).

Management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2023 due to the existence of the material weaknesses described below.

In connection with the preparation of our financial statements as of December 31, 2023 and 2022 and for the three years in the period ended December 31.

2023, we identified the following material weaknesses in our internal control over financial reporting:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established in “Internal Control-Integrated Framework (2013)", issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and our directors;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As discussed in our Form 10-K for the year ended December 31, 2023, our management identified material weaknesses in our internal control over financial reporting related to:

• a lack of consistent and documented risk assessment procedures and control activities related to financial reporting, with a sufficient level of management review and approval, and adequate application of controls over information technology;

2 unchanged sentences

(ii) design and maintain controls over the preparation and review of journal entries and financial statements, including the fair presentation and disclosure of complex accounting matters.

Our management, under the oversight of the Audit Committee, is committed to implement, strengthen and maintain a strong internal control environment and continued taking steps in fiscal year 2023 to execute its remediation plan including by taking the following measures:

Throughout the years ended December 31, 2023 and December 31, 2024, our management, under the oversight of the Audit Committee, executed the previously disclosed remediation plan which included the following measures:

• performed a detailed risk assessment;

1 unchanged sentence

• redesigned and documented critical processes and controls associated with internal control over financial reporting;

• designed and maintained formal accounting policies;

• designed and implemented procedures and controls over the fair presentation of our financial statements;

• designed and maintained formal accounting policies, procedures and controls over the fair presentation of our financial statements;

• implemented a new enterprise resource planning system;

• established proper segregation of duties and management review and approvals across all key business processes, applications and controls over information technology;

• designed and implemented controls over the preparation and review of journal entries and financial statements;

• designed and implemented controls over financial reporting and information technology;

• implemented management audit tooling to follow up on control performance.

Although the above listed measures were implemented during the year ended December 31, 2023, our management is still in the process of testing the implemented controls and refining the remediation plan based on the results.

Therefore, management does not consider the identified material weaknesses to be fully remediated yet.

Management is committed to further strengthen its internal control environment in fiscal year 2024.

Notwithstanding the material weaknesses, management has concluded that our audited financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with U.S.

GAAP for each of the periods presented herein.

• designed, implemented and maintained controls over the preparation and review of journal entries and financial statements;

• designed, implemented and tested the operating effectiveness of internal controls over financial reporting and information technology;

• implemented management audit tooling to monitor control performance.

Management implemented the majority of the remediation plan in the year ended December 31, 2023 and further tested, strengthened and improved the Internal Control Framework in the year ended December 31, 2024, including performing operating effectiveness testing.

Our management completed operating effectiveness testing over the implemented remediation procedures and controls during the year ended December 31, 2024, and found them to be operating effectively.

As a result, management has concluded that the material weaknesses in internal control over financial reporting have been remediated as of December 31, 2024.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report on the Company’s internal control over financial reporting from the Company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies and because we are an emerging growth company under the JOBS Act.

Changes in Internal Controls over Financial Reporting

Other than the implementation of the remediation plan related to the material weaknesses noted above, there have been no significant changes in the Company's internal control over financial reporting that have occurred during the period covered by this Annual Report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Deloitte Accountants B.V., our independent registered public accounting firm, issued an attestation report on our internal control over financial reporting.

The report of Deloitte Accountants B.V.

is contained in Item 15 of Part IV of this Annual Report.

Changes in Internal Control over Financial Reporting

Other than the remediation activities described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, identified in connection with the evaluation required by Rules 13a‑15(d) and 15d‑15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

9 unchanged sentences

Positions and Offices Held

Year in which Term Expires

Year in which

Employee Directors

Michael Davidson, M.D.

Chief Executive Officer, Executive Director

John Kastelein, M.D., Ph.D.

Chief Executive Officer, Director

John Kastelein, M.D.

Chief Scientific Officer, Non-Executive Director

2 unchanged sentences

Chair, Non-Executive Director

Juliette Audet

Vice Chair, Non-Executive Director

1 unchanged sentence

Non-Executive Director

Louis Lange, M.D., Ph.D

Wouter Joustra *

Non-Executive Director

Sander Slootweg

Louis Lange, M.D., Ph.D.

Non-Executive Director

4 unchanged sentences

Non-Executive Director

Lewis was appointed by the Board of Directors as temporary non-executive director on January 4, 2024 to fulfill a vacant position within the Board of Directors until his proposed appointment by the General Meeting at the next annual General Meeting.

McKenna and Wouter Joustra were appointed by the Board of Directors as temporary non-executive directors on July 16, 2024 to fulfill vacant positions within the Board of Directors until their formal appointment at the next annual General Meeting.

Employee Directors

11 unchanged sentences

Davidson currently serves on the board of directors of Tenax Therapeutics, Inc.

TENX) and Silence Therapeutics plc (Nasdaq:

Davidson also serves on the boards of two private biotechnology companies, Sonothera and NanoPhoria Bioscience.

TENX), Silence Therapeutics plc (Nasdaq:

SLN) and BioAge Labs, Inc.

Davidson also serves on the boards of four private biotechnology companies, Sonothera, NanoPhoria Bioscience, Jocasta Neuroscience and Abcentra.

Davidson received his B.A.

23 unchanged sentences

Lewis has served as a member of the Board of Directors and Chair since January 2024.

Lewis was appointed as temporary non-executive director in fulfilment of a vacant position within the Board of Directors until his proposed appointment by the General Meeting at the next annual General Meeting.

Lewis has more than 30 years of executive experience in the pharmaceutical and finance industries both in the U.S.

and internationally.

Lewis has more than 30 years of executive experience in the pharmaceutical and finance industries both in the United States and internationally.

Lewis has served as President, Chief Executive Officer and director at Insmed Incorporated (“Insmed”) since 2012 and has served as Chair of Insmed’s board of directors since November 2018.

2 unchanged sentences

from 2005 until 2011.

Lewis’ time at Aegerion, he spent approximately 10 years working in investment banking in the U.S.

Lewis’ time at Aegerion, he spent approximately 10 years working in investment banking in the United States and Europe.

He also previously worked for the U.S.

4 unchanged sentences

Lewis’ significant experience as a public company executive in the life sciences industry and his other professional experience in the finance industry provide him the qualifications and skills to serve on the Board of Directors.

Juliette Audet .

Juliette Audet has served as a member of the Board of Directors since November 2022.

Audet previously served on the NewAmsterdam Pharma board from 2020 until November 2022.

Audet has been a partner at Forbion since January 2021 and served as a principal at Forbion from October 2019 until December 2020.

Prior to joining Forbion, Ms.

Audet was a Principal at Novartis Venture Fund based in Cambridge, Massachusetts from January 2018 until July 2019.

Audet currently serves on the board of directors of Mestag Therapeutics Limited.

Audet received an M.B.A., with distinction, from Harvard Business School and her M.Sc in physics from EPFL (Lausanne, Swiss Federal Institute of Technology).

We believe that Ms.

Audet’s extensive experience in investing in life science companies and her managerial experience provide her the qualifications and skills to serve on the Board of Directors.

McKenna has served as a member of the Board of Directors since July 2024.

McKenna is the founder, Chairman and Chief Executive Officer of Mirador Therapeutics, and currently serves as Chairman of the board of directors of Apogee Therapeutics, Inc.

APGE) and a director at Spyre Therapeutics, Inc.

In addition, Mr.

McKenna serves as a venture partner at Arch Venture Partners and Senior Advisor at Fairmount Funds.

Previously, Mr.

McKenna was President, Chief Executive Officer and Chairman of the Board of Directors of Prometheus Biosciences, Inc., which was acquired by Merck & Co, Inc.

in June 2023.

McKenna was a corporate officer of Bausch Health and served as President of its subsidiary, Salix Pharmaceuticals, Inc.

Prior to Salix Pharmaceuticals, Mr.

McKenna spent more than a decade in various roles with Bausch + Lomb, also a division of Bausch Health, most recently as Senior Vice President and General Manager of its U.S.

Vision Care business.

McKenna was Ernst & Young’s Entrepreneur of the Year in 2023 and holds a B.S.

in marketing from Arizona State University and an M.B.A.

from Azusa Pacific University.

We believe that Mr.

McKenna’s significant experience as a public company executive in the life sciences industry and his other professional experiences provide him the qualifications and skills to serve on the Board of Directors.

Downing, M.D., has served as a member of the Board of Directors since November 2022.

Downing serves as a Managing Director of Bain Capital Life Sciences, L.P., a private equity fund that invests in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, which he joined in 2018.

Downing currently serves as a Managing Director of Bain Capital Life Sciences, L.P., a private equity fund that invests in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, which he joined in 2018.

Prior to joining Bain Capital, Dr.

10 unchanged sentences

Downing with the qualifications and skills to serve on the Board of Directors.

Wouter Joustra.

Wouter Joustra has served as a member of the Board of Directors since July 2024.

Joustra currently serves as a General Partner at Forbion, a leading global life sciences venture capital firm with deep expertise in Europe, where his responsibilities include deal origination, general portfolio management and divestment strategies.

Prior to joining Forbion in 2019, Mr.

Joustra was a Senior Trader and Executive Board member of the life sciences franchise at Kempen, a European boutique investment bank, where he was responsible for managing Kempen’s trading portfolio and was involved in deal structuring, equity capital markets transactions, and larger block trades.

Joustra currently serves on the board of directors of VectorY Therapeutics, Beacon Therapeutics, EnGene Holdings Inc.

ENGN), Navigator Medicines and Verdiva Bio.

Joustra previously served as a member of the board of directors of several companies, including Gyroscope Therapeutics Holdings plc until the closing of its acquisition by Novartis AG in February 2022, VectivBio AG (Nasdaq:

VECT) from December 2022 until the closing of its acquisition by Ironwood Pharmaceuticals, Inc.

in December 2023, Aiolos Bio, Inc.

until the closing of its acquisition by GSK plc in February 2024 and Forbion European Acquisition Corporation, a special purpose acquisition company, until its completion of the business combination with EnGene Holdings Inc.

in October 2023.

Joustra holds an M.Sc.

in Business Administration and a B.Sc.

in International Business and Management from the University of Groningen.

We believe that Mr.

Joustra’s board experience and significant experience as an investor in the life sciences industry provide him the qualifications and skills to serve on the Board of Directors.

Louis Lange .

3 unchanged sentences

Lange founded and served as the chief executive officer and chairman of CV Therapeutics, Inc.

CVTX) from 1990 until 2019, and as a senior advisor to Gilead Sciences, Inc.

CVTX) from 1990 until 2019,

and as a senior advisor to Gilead Sciences, Inc.

from 2009 until 2019, following its acquisition of CV Therapeutics.

Lange currently serves as a general partner with Asset Management Ventures.

Lange also serves on the board of directors of Stealth Biotherapeutics Corp.

(private), BioPlus Acquisition Corp.

BIOS), Amygdala Neurosciences, Inc.

and Recardia, Inc.

Lange also serves on the board of directors of private companies Stealth Biotherapeutics Corp., Amygdala Neurosciences, Inc.

and Incendia Therapeutics, Inc.

Lange previously served on the board of directors of Audentes Therapeutics, Inc.

(sold to Astellas Pharma Inc.), CymaBay Therapeutics (announced acquisition by Gilead) and Epiphany Tech Acquisition Corp., (Nasdaq:

(sold to Astellas Pharma Inc.) and CymaBay Therapeutics (acquired by Gilead).

Lange has a Bachelor’s degree from the University of Rochester, an M.D.

4 unchanged sentences

Lange with the qualifications and skills to serve on the Board of Directors.

Sander Slootweg .

Sander Slootweg has served as a member of the Board of Directors since November 2022.

Slootweg previously served on the NewAmsterdam Pharma board from 2020 until November 2022.

Slootweg co-founded Forbion and has served as managing partner since 2006.

Slootweg currently serves on the boards of several of Forbion’s portfolio companies including, Replimune Group Inc., NorthSea Therapeutics B.V., Azafaros B.V., Xention, Oxyrane Belgium NV and Forbion European Acquisition Corporation (Nasdaq:

Slootweg was responsible for several substantial exits:

Forbion’s major position in Argenx SE (Nasdaq:

ARGX), Dezima’s acquisition by Amgen in 2015 for up to $1.55 billion and the sale of Biovex Group, Inc.

to Amgen in 2011 for up to $1 billion.

Slootweg has previously served on the boards of Pulmagen Therapeutics, Fovea Pharmaceuticals SA (sold to Sanofi-aventis in 2009), uniQure N.V.

(IPO on Nasdaq in 2014), Argenta Limited (sold to Galapagos NV in 2010), Alantos Pharmaceuticals, Inc.

(sold to Amgen in 2007), Impella CardioSystems AG (sold to Abiomed Inc.

in 2005), Pieris Pharmaceuticals, Inc.

(IPO on Nasdaq in 2015).

Before co-founding Forbion, Mr.

Slootweg was an

investment director at ABN AMRO Capital Life Sciences.

Slootweg holds degrees in business and financial economics from the Free University of Amsterdam and business administration from Nijenrode University, The Netherlands.

We believe that Mr.

Slootweg’s experience investing in and serving on multiple boards of life science companies, provide Mr.

Slootweg with the qualifications and skills to serve on the Board of Directors.

John Smither has served as a member of the Board of Directors since January 2023.

Smither previously served as the Chief Financial Officer of Arcutis Biotherapeutics, Inc.

ARQT) from May 2019 until March 2021, and again as Interim Chief Financial Officer from September 2023 to the present, and the Chief Financial Officer of Sienna Biopharmaceuticals, Inc.

ARQT) from May 2019 until March 2021, and again as Interim Chief Financial Officer from September 2023 to April 2024, and the Chief Financial Officer of Sienna Biopharmaceuticals, Inc.

SNNA) from April 2018 until March 2019.

18 unchanged sentences

Topper has invested across over 35 companies encompassing a broad spectrum of life science and biopharmaceutical companies.

Topper has led and served as a board member for many of Frazier’s successful life sciences investments, including Acerta Pharma BV (sold to AstraZeneca), Amunix Pharmaceuticals, Inc.

Topper has led and served as a board member for many of Frazier’s successful life sciences investments, including Acerta Pharma BV (sold to AstraZeneca), Alpine Immune Sciences (sold to Vertex), Amunix Pharmaceuticals, Inc.

(sold to Sanofi), Aptinyx Inc.

5 unchanged sentences

PHAT), CoTherix, Inc (sold to Actelion), and Threshold Pharmaceutical, Inc.

He currently represents Frazier on the boards of Alpine Immune Sciences (Nasdaq:

ALPN), Phathom Pharmaceuticals, Inc.

He currently represents Frazier on the boards of companies such as Phathom Pharmaceuticals, Inc.

PHAT), Lassen Therapeutics, Seraxis Holdings, Inc., Enlaza Therapeutics, Inc., Attovia Therapeutics, Inc., Architect Therapeutics and Serum Detect, Inc.

10 unchanged sentences

Janneke van der Kamp has served as a member of the Board of Directors since April 2023.

van der Kamp currently serves as the Chief Commercial Officer of Grünenthal and previously spent two decades in roles of increasing responsibility at Novartis, ultimately serving on the Pharma Executive Committee as Global Head of Product & Portfolio Strategy and then Head of Pharma Region Europe from January 2017 until January 2022.

van der Kamp currently serves as the Chief Executive Officer of Norgine.

Prior to this, she was Chief Commercial Officer of Grünenthal and previously spent two decades in roles of increasing responsibility at Novartis, ultimately serving on the Pharma Executive Committee as Global Head of Product & Portfolio Strategy from 2016 to 2018 and then Head of Pharma Region Europe from 2019 until 2022.

While at Novartis, Ms.

8 unchanged sentences

Davidson, Dr.

Kastelein, Dr.

Audet and Mr.

Slootweg were initially designated by NewAmsterdam Pharma pursuant to the terms of the Business Combination Agreement.

Kastelein and Dr.

Lange were initially designated by NewAmsterdam Pharma pursuant to the terms of the Business Combination Agreement.

Our Executive Officers

2 unchanged sentences

Chief Executive Officer

Juliette Audet

Chief Business Officer

William "BJ" Jones

Chief Commercial Officer

John Kastelein, M.D., Ph.D.

6 unchanged sentences

Davidson’s biography is included in the section above titled “—The Board of Directors.”

Juliette Audet.

Juliette Audet has served as the Company’s Chief Business Officer since April 2024.

Audet previously served on the NewAmsterdam Pharma board from November 2020 until April 2024.

Prior to joining NewAmsterdam Pharma, Ms.

Audet was a partner at Forbion from January 2021 until March 2024 and before that, a principal at Forbion from October 2019 until December 2020.

Prior to joining Forbion, Ms.

Audet was a Principal at Novartis Venture Fund based in Cambridge, Massachusetts from January 2018 until July 2019.

Audet received an M.B.A., with distinction, from Harvard Business School and her M.Sc in physics from EPFL (Lausanne, Swiss Federal Institute of Technology).

William "BJ" Jones.

BJ Jones joined the Company in August 2023 as its Chief Commercial Officer where he is responsible for building and leading all commercial and medical affairs functions, including marketing, market access, sales, medical science engagement and enterprise operations.

Prior to joining the Company, Mr.

Jones most recently served as Chief Commercial Officer, Migraine and Common Diseases of Biohaven Pharmaceuticals Holding Company Ltd., a biopharmaceutical company, from April 2019 to December 2022, where he was responsible for building the company’s commercial capability and launching its first FDA-approved product (Nurtec ODT), including through Biohaven’s acquisition by Pfizer in October 2022.

Prior to Biohaven, Mr.

Jones served as Vice President, Head of Sales and Commercial Operations for the general medicine business unit of Takeda Pharmaceutical Company Limited (NYSE:

TAK) from January 2016 to March 2019.

Jones currently serves on the board of directors of Apogee Therapeutics, Inc.

APGE) and Annexon Biosciences, Inc.

Jones received a B.S.

in human factors engineering from the U.S.

Air Force Academy, an M.S.

in industrial engineering from Texas A&M University and an M.B.A.

from the Stanford University Graduate School of Business.

John Kastelein .

16 unchanged sentences

Kooij was appointed as the Company's Chief Accounting Officer.

Kooij previously spent 14 years working in various finance roles at Genzyme Europe B.V., a multinational biotechnology company.

Kooij previously spent 18 years working in various finance roles at Genzyme Europe B.V.

("Genzyme"), a multinational biotechnology company.

During her tenure at Genzyme, she led the European and Global FP&A team, many European finance projects, the European integration of Genzyme into Sanofi, the integration of acquisitions into Sanofi, the European Business Operations Team as well as the Rare Disease unit in Central and Eastern Europe.

Before joining Genzyme, Ms.

Kooij worked as a certified auditor at PricewaterhouseCoopers as well as other audit firms for seven years.

Since May 2020, Ms.

Kooij has also served as an independent consultant in the role of chief financial officer to other private biotechnology start-ups.

From January 2016 to April 2018, Ms.

Kooij led Genzyme’s business operations team in Europe and from April 2018 until May 2020, served as the head of Genzyme’s rare disease unit in central and eastern Europe.

Kooij received a master’s degree from Nyenrode Business University and her auditing degree from Hogeschool Markus Verbeek.

14 unchanged sentences

Ltd., Piper Jaffray Companies and Thomas Weisel Partners Group, Inc.

Somaiya began his career as a research analyst at Morgan Stanley and Prudential Securities and was recognized as “Best on the Street” by the Wall Street Journal for his coverage on biotechnology in 2006, 2007 and 2008.

Somaiya began his career as a research analyst at Morgan Stanley and Prudential Securities and was recognized as “Best on the Street” by the Wall Street Journal for his

coverage on biotechnology in 2006, 2007 and 2008.

Somaiya received a Bachelor of Arts degree in biology and neuroscience from New York university.

8 unchanged sentences

Our website and its contents are not incorporated into this annual report.

Insider Trading Policies and Procedures

The Company has an insider trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to all directors, officers, employees and certain other persons.

It is also the Company’s policy to take appropriate steps to comply with applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company engages in transactions in the Company’s securities.

The Company believes that its insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Director Nomination Process

2 unchanged sentences

The Board of Directors believes retaining the flexibility to consider a director candidate or ignore a director candidate if it determines doing so is in the best interest of the Company.

If the nomination and corporate

governance committee approves a candidate for further review they will establish an interview process for the candidate.

If the nomination and corporate governance committee approves a candidate for further review they will establish an interview process for the candidate.

The nomination and corporate governance committee will also take into consideration the candidate’s personal attributes, including, without limitation, personal integrity, loyalty, ability to apply sound and independent business judgment, awareness of a director’s vital part in our good corporate citizenship and image, time available for meetings and consultation on our matters and willingness to assume broad, fiduciary responsibility.

Audit Committee

The Audit Committee consists of Louis Lange, M.D., Ph.D., John W.

Smither and William H.

The Audit Committee consists of John W.

Smither, William H.

Lewis and Mark C.

Smither serves as chairperson of the Audit Committee.

7 unchanged sentences

The Board of Directors has also determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.

The Board of Directors has determined that Dr.

Lange qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.

The Board of Directors has determined that Mr.

Smither qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.

Executive Compensation

Summary Compensation Table

The following table sets forth information regarding compensation awarded to or earned by our named executive officers.

Name and Principal Position

Option Awards

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the fiscal year ended December 31, 2024.

This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our following named executive officers ("NEOs"):

Michael Davidson, M.D.

Chief Executive Officer

Chief Financial Officer

John Kastelein, M.D., Ph.D.

Chief Scientific Officer

Chief Financial Officer (5)

(1) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718.

See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value.

(2) In addition to serving as the Chief Executive Officer, Dr.

Davidson serves as a member of the Board of Directors.

Davidson receives additional compensation in the amount of €3,600 annually for such service.

(3) In addition to serving as the Chief Executive Officer, Dr.

Kastelein serves as a member of the Board of Directors.

Kastelein does not receive additional compensation for such service.

Kastelein is paid his salary and bonus in Euros.

The table above presents Dr.

Kastelein’s compensation converted into USD at a rate of $1.0812 per Euro, which was the average exchange rate as published by the European Central Bank for 2023.

Somaiya joined the Company as Chief Financial Officer in October 2023 and his compensation included in the table above represents his pro rated cash compensation and initial equity award.

Narrative to the Summary Compensation Table

We maintain a compensation policy consistent with Dutch law.

Our compensation policy was adopted by the shareholders prior to the closing of the Business Combination.

Changes to the compensation policy will require a vote of the shareholders by simple majority of votes cast.

The Board of Directors and the compensation committee determine the compensation of individual executive officers with due observance of the compensation policy to the extent applicable.

Our named executive officers receive a base salary to compensate them for services rendered to our company.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and

responsibilities.

The 2023 base salaries for our named executive officers are set forth in the table below, as well as the increased base salaries approved in December 2023.

Juliette Audet

Chief Business Officer

Douglas Kling

Chief Operating Officer

Executive Compensation Philosophy and Objectives

We maintain a shareholder-approved, formal, written compensation policy consistent with Dutch law.

The compensation policy provides that the amount, level and structure of compensation should contribute to the Company's strategy, long-term interests and sustainability by:

• attracting, retaining and motivating highly skilled individuals with the qualities, capabilities, profile and experience needed to support and promote the growth and sustainable success of the Company and its business;

• driving strong business performance, promoting accountability and incentivizing the achievement of short and long-term performance targets with the objective of furthering long-term value creation in a manner consistent with the Company's identity, mission and values;

• assuring that the interests of the Company's directors are closely aligned to those of the Company, its business and its stakeholders;

• ensuring overall market competitiveness of the compensation packages, while providing the Board of Directors sufficient flexibility to tailor the Company's compensation practices on a case-by-case basis, depending on the market conditions from time to time.

To achieve these objectives, the Compensation Committee of the Board of Directors (the “Compensation Committee”) regularly evaluates our executive compensation program to determine components of compensation and establish compensation levels that are appropriate based on each executive’s level of experience, performance, growth potential, job responsibility and criticality of role, and that align with the Company's size and stage.

Executive Compensation Components

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components:

base salary, annual performance-based cash bonuses and long-term incentive equity grants.

We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S.

401(k) plan, retirement arrangements for employees in other countries and participation in employee benefit plans.

The following chart summarizes the key features and objectives of the three main elements of compensation.

• Fixed cash compensation.

• Determined based on each executive officer’s role, individual skills, experience, performance, and external market value.

• Provide stable compensation to executive officers, allow the Company to attract and retain skilled executive talent and maintain a stable leadership team.

Short-Term Incentives:

Annual Bonus Plan

• Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and personal performance.

• Promote and reward the achievement of key annual strategic, business and operational goals.

Long-Term Incentives:

Equity-Based Compensation

• Variable equity-based compensation.

• Share options:

Right to purchase shares at a price equal to the share price on the grant date.

• Motivate and reward achievement of multi-year strategic goals and delivery of sustained long-term value to shareholders, as well as attract and retain executive officers.

Compensation Program Governance

The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

Pay for Performance

The majority of total executive compensation is variable and at-risk.

Balance Short- and Long-Term Compensation

The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals.

Combination of Balanced Performance Metrics

We use a diverse set of milestone performance metrics in our annual performance bonus plan to ensure that no single measure affects compensation disproportionately.

Independent Compensation Consultant

The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making.

We develop a peer group of companies based on industry, development stage, therapeutic focus, research and development expense, market capitalization, employee headcount, and number of years as a public company to reference for compensation decisions.

We maintain a clawback policy compliant with SEC and Nasdaq rules.

Double Trigger Change-in-Control Provisions

We entered into agreements with each of the NEOs that provide certain financial benefits if there is both a change in control and a termination of employment (a “double trigger”).

A change in control alone would not trigger cash severance pay.

What We Don’t Do

No Hedging or Pledging of Company Securities

We prohibit officers and non-employee directors from engaging in hedging, pledging or short sale transactions in Company securities.

We do not provide material perquisites to executive officers.

No Excise Tax Gross-Ups

We do not provide excise tax gross-ups.

No Share Options Below Fair Market Value

We do not grant share options with an exercise price below fair market value.

No Guaranteed Compensation

We do not have agreements with our NEOs that provide any guarantees relating to base salary increases or the amounts of any annual cash incentive awards or long-term equity awards.

No Special Retirement Benefits

We do not provide defined benefit pension arrangements or post-retirement health coverage for our executive officers or employees.

Our NEOs and other executives are eligible to participate in our 401(k) plan (U.S.) or personal pension plan on the same basis as our other employees.

No Share Option Repricing

We do not permit repricing of share options or share appreciation rights without shareholder approval.

Compensation Determination Process

Role of our Shareholders

Our shareholders have adopted a formal, written compensation policy in accordance with Dutch law.

Changes to the compensation policy will require a vote of the General Meeting by simple majority of votes cast.

The Board of Directors and the Compensation Committee determine the compensation of individual directors and executive officers with due observance of the compensation policy to the extent applicable.

We did not consider the results of any shareholder advisory vote on the 2024 compensation of our NEOs, as no such vote was required due to our status as an “emerging growth company” as of December 31, 2024.

Role of the Compensation Committee

The Compensation Committee establishes the compensation philosophy and objectives (in accordance with the compensation policy), determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs or recommends it for approval by the Board of Directors.

The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.

The Compensation Committee annually reviews compensation policies and procedures to determine if any updates are needed.

The Compensation Committee also approves, or recommends to the Board of Directors for approval, the corporate objectives associated with our annual performance-based cash incentive program, as well as assessing the Company’s performance against those corporate objectives after the end of the year or making a recommendation to the Board of Directors as to the extent to which the Company has met those corporate objectives.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines executive compensation on an annual basis, typically at the beginning of each fiscal year;

however, decisions may occur during the year for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate.

Role of the CEO and Management

The Compensation Committee generally seeks the input of our Chief Executive Officer ("CEO") when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the CEO.

Our CEO is instrumental in developing both our annual and long-term strategic objectives and goals, which are reviewed and approved by the Compensation Committee and the Board of Directors.

Our CEO is also instrumental in providing perspective on our performance against those goals.

Our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents his conclusions to the Compensation Committee.

Our CEO then provides corresponding compensation recommendations, including as to base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards.

The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including the other NEOs.

The Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.

While the CEO may attend Compensation Committee meetings, the CEO may not be present during voting or deliberations on his compensation and does not play a role in determining his compensation.

In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer questions posed by members of the Compensation Committee, including with respect to the financial, accounting, tax and retention implications of various compensation decisions.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities.

The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (“Aon”), to assist it in connection with making executive compensation decisions.

The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the peer group, and to review other market practices and trends with respect to executive compensation.

The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules.

In 2024, the Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest.

While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

Consideration of Comparative Market Data

The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation.

This information provides a solid reference point and helpful context for making compensation decisions, even though, relative to other companies, there are differences and unique aspects of the Company.

With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices.

In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes.

In October 2023, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 would consist of Phase 2 and Phase 3 biopharmaceutical/biotechnology companies.

In general, the selection criteria consisted of the following:

• market capitalizations between one-third and three times the market capitalization of the Company;

• annual revenues less than $100 million;

• fewer than 150 employees;

• preference given to companies that went public within the last five years.

Based on these criteria, the peer group for setting 2024 compensation consisted of the following 24 companies:

4D Molecular Therapeutics, Inc.

Humacyte, Inc.

PMV Pharmaceuticals, Inc.

IDEAYA Biosciences, Inc.

Replimune Group, Inc.

Akero Therapeutics, Inc.

Immunovant, Inc.

Scholar Rock Holding Corporation

Belite Bio, Inc.

Inhibrx, Inc.

Structure Therapeutics Inc.

Cogent Biosciences, Inc.

Keros Therapeutics, Inc.

Tarsus Pharmaceuticals, Inc.

Crinetics Pharmaceuticals, Inc.

Krystal Biotech, Inc.

Ventyx Biosciences, Inc.

Cullinan Oncology, Inc.

Madrigal Pharmaceuticals, Inc.

Vera Therapeutics, Inc.

Pliant Therapeutics, Inc.

Viking Therapeutics, Inc.

The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in the compensation-setting process along with various other factors, such as the executive’s performance, experience, and competitive market conditions.

Additionally, when considering the establishment of 2024 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2024 peer group long-term incentive market data with data derived from the Radford 2023 Global Life Science Survey for public pre-commercial biopharma companies with under 150 employees.

This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time.

The Compensation Committee believes that the compensation practices of our peer group, together with the data derived from the Radford 2023 Global Life Science Survey, provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2024.

2024 Executive Compensation Program

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components:

base salary, annual performance-based cash bonus, and long-term incentive equity compensation.

CEO and NEO Pay Mix

Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent.

The Compensation Committee considers compensation to be at-risk if it is subject to performance-based payment or vesting conditions or if its value depends on share price appreciation.

Our executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk.

In 2024, 90% of the total target compensation for the CEO was at-risk and 77% of the total target compensation for all other NEOs was at-risk.

The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives.

The percentages of target total direct compensation as calculated above are based on the annualized 2024 base salary, the 2024 annual cash incentive compensation opportunity (assuming achievement at the target level), and the grant date fair value of the annual option grants to NEOs.

Each compensation element is described in this section and outlined in more detail in the Summary Compensation Table and Grants of Plan-Based Awards table below.

We provide our executive officers with fixed cash compensation in the form of a base salary.

In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position, and (with respect to other NEOs) the input of our CEO.

None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

Annual base salaries for our NEOs for the positions they held as of December 31, 2024, as compared with their annual base salaries as of December 31, 2023, were as follows:

2024 Base Salary

2023 Base Salary

Percent Increase (%)

Michael Davidson, M.D.

Ian Somaiya (1)

John Kastelein, M.D., Ph.D.

Juliette Audet (3)

Douglas Kling

(1) The 2023 Base Salary for Mr.

Somaiya represents his annualized compensation.

Somaiya was paid a pro rata amount for the portion of the year he served, which started from October 2023.

Kastelein is paid his salary and bonus in Euros.

1 unchanged sentence

Kastelein’s compensation converted into USD at a rate of $1.0824 per Euro, which was the average exchange rate as published by the European Central Bank for 2024.

Somaiya’s salary in 2023 was prorated to reflect the fact that he joined the Company as Chief Financial Officer in October 2023.

Equity Compensation

Stock Options

Our named executive officers have been granted options to purchase our Ordinary Shares.

The options we have granted to our executive officers are typically subject to time-based vesting and either vest (i) as to 25% of the Ordinary Shares underlying the option on the first anniversary of the grant date and thereafter in substantially equal monthly installments for an additional three years or (ii) in substantially equal monthly installments over four years, in each case, provided the executive officer remains employed with us as of the applicable vesting dates.

Vesting rights generally cease upon termination of employment and exercise rights cease shortly after termination, except that exercisability is extended in the case of death or disability.

In the event of a change of control, the compensation committee will determine whether the equity incentive awards that replaced the existing options were of equivalent value, the options will be cancelled and holders will continue holding the awards for which the options were replaced.

If outstanding options are not replaced by another form of equity incentive award, or are replaced by awards that the compensation committee determines are not of sufficient value, then vesting may be fully accelerated upon a change of control.

Prior to the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents.

Employment Agreements and Change of Control Agreements

We have the following employment agreements in place with our named executive officers.

Audet is paid her salary and bonus in Swiss francs.

The table above presents Ms.

Audet’s annualized compensation converted into USD at a rate of $1.1337 per Swiss franc, based upon a nine-month average rate during the period from April 1, 2024 through December 31, 2024.

Annual Performance-Based Cash Bonus

The annual cash incentive bonus plan (the “Annual Bonus Plan”) is a cash-based plan that rewards executive officers for the achievement of key short-term objectives.

The structure of the Annual Bonus Plan incentivizes executive officers to achieve research, clinical, operational, and organizational results that the Compensation Committee views as critical to the execution of our business strategy.

For the NEOs, the amount of the payout, if any, under the Annual Bonus Plan is based on operational performance as well as individual performance.

The Annual Bonus Plan gives considerable weight to achievement of key corporate and individual goals, while providing the Compensation Committee with the ability to exercise its best judgment in determining the overall level of achievement of such goals.

Target Opportunities.

The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage.

Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive.

For 2024, our NEOs had the following annual cash bonus targets:

2024 Target Annual Bonus Opportunity as a % of Base Salary

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

Corporate Performance Goals.

As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage, and our success is measured by achievement of research and development milestones and other key strategic and operational goals.

In evaluating corporate performance, the Compensation Committee considered our achievement against the 2024 corporate goals as follows:

• Clinical development goals to progress our product candidate (relative weighting 40%, or plus 75% upon achievement of stretch goals);

• Chemistry, Manufacturing and Controls goals relating to on-time supply for clinical trials and launch readiness (5%);

• Finance goals of assuring adequate funding for current activities and a reasonable runway (20%);

• Intellectual Property, Operations and Business Development goals related to patents, trademarks and regulatory requirements, hiring for new key positions, and initiating various business development activities (15%, or plus 25% upon achievement of stretch goals);

• Commercial / Medical Affairs goals, including the development and execution of launch plan in multiple markets (20%).

Corporate Performance Goals and Related Payouts.

If we do not achieve an objective of corporate performance, there is no corresponding amount to be included in the payout related to that element.

If we achieve the objective, the Compensation Committee will authorize a payout of the portion of the overall opportunity allocated to that element;

if we exceed the objective by achieving a stretch goal, the Compensation Committee may, in its discretion, authorize a higher payout, but the total payout will not exceed 200% of an executive’s overall target incentive.

2024 Achievement of Corporate Goals.

In January 2025, the Compensation Committee met to consider how the Company had performed against corporate performance goals.

While the Compensation Committee considered management’s views regarding their 2024 achievements, the Compensation Committee made an independent determination regarding corporate performance, which included consideration of the following:

Clinical Research

In 2024, we announced updated clinical results for the following:

• In April, we announced that we met the enrollment target for PREVAIL, the Phase 3 clinical trial evaluating obicetrapib in adult patients with a history of ASCVD, whose LDL-C is not adequately controlled, despite being on maximally tolerated lipid-lowering therapy.

Driven by strong patient and physician interest globally, we extended enrollment to the end of April and randomized over 9,500 patients.

• In May, we announced the initiation of REMBRANDT, a Phase 3 clinical trial evaluating obicetrapib and ezetimibe against placebo on coronary atherosclerotic plaque characteristics in adults with or at high-risk for atherosclerotic cardiovascular disease.

• In July, we announced positive statistically significant results from BROOKLYN, the first of two pivotal Phase 3 trials of obicetrapib.

This trial evaluated the efficacy and safety of 10 mg obicetrapib compared to placebo and showed that obicetrapib has a substantial and rapid effect on LDL levels.

Obicetrapib was also observed to be well tolerated, with safety results comparable to placebo and no increase in blood pressure.

• In November, we announced positive topline results from TANDEM, the Phase 3 trial evaluating obicetrapib and ezetimibe fixed-dose combination.

These results will support our global regulatory filings for the 10 mg obicetrapib and 10 mg ezetimibe fixed-dose combination in adult patients with HeFH and/or ASCVD or multiple ASCVD risk factors, which will potentially offer a simple, once-daily treatment capable of significantly reducing LDL-C and improve cardiovascular outcomes.

• In December, we announced positive topline data from a pivotal Phase 3 BROADWAY clinical trial evaluating obicetrapib in patients with atherosclerotic cardiovascular disease and/or heterozygous familial hypercholesterolemia.

• In February, we completed an upsized public offering of 5,871,909 ordinary shares and 4,736,841 pre-funded warrants, generating net proceeds of $190.0 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering attracted several new and existing investors.

• In April, we appointed Juliette Audet as Chief Business Officer.

• In June, we announced the USPTO issued U.S.

12,006,305, titled “Salts of Obicetrapib and Processes for their Manufacture and Intermediates Thereof.” The patent contains claims covering amorphous obicetrapib hemicalcium, the solid form that will be used in the Company’s products and will be listed in the FDA’s “Orange Book” as a drug substance patent, if approved.

The issuance of this composition of matter patent provides intellectual property protection for obicetrapib until July 2043.

• In December, we completed an upsized public offering of 14,667,347 ordinary shares and 4,882,653 pre-funded warrants, generating net proceeds of $453.4 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

The offering attracted several new and existing investors.

Individual Performance.

In determining Annual Bonus Plan payouts, the Compensation Committee also evaluated the individual performance of our NEOs.

The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates the NEOs for individual performance, even if overall corporate performance is lower.

In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our CEO for the non-CEO NEOs, considered each such officer’s individual contributions to the achievement of our 2024 goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives.

Overall Payouts.

Based on the assessment described above, the Compensation Committee recommended, and the Board of Directors determined, that the Company’s corporate performance exceeded the 2024 goals.

The Compensation Committee determined an overall 2024 performance level, as determined with reference to both corporate performance and individual performance.

The amounts of the annual bonus awards for 2024 were determined as follows:

Target Annual Bonus %

Target Incentive Amount

Overall Performance %

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet (2)(3)

Douglas Kling

(1) The 2024 target incentive and payout amounts for Mr.

Kastelein have been converted from Euros to USD at an exchange rate of 1 Euro to $1.0404 USD.

(2) The 2024 target incentive and payout amounts for Ms.

Audet have been converted from Swiss francs to USD at an exchange rate of 1 Swiss franc to $1.1047 USD.

(3) The payout amount for Ms.

Audet is pro rata for the portion of the year that she served, which was the last nine months.

Equity-Based Incentive Awards

The third and largest component of the executive compensation program is long-term equity incentives.

The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to shareholders.

We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders.

Long-term equity incentives also promote retention because executive officers will only receive value if they remain employed by us over the required term.

Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year.

We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.

We have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders.

Among companies that are similar to ours in terms of stage of development, options are very common as the form of equity awards.

Share options can motivate stock price appreciation over the long term because they deliver value only if the stock price increases.

The use of share options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.

In determining the number of options to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the companies in the peer group.

The annual option incentive awards granted to our NEOs are set forth in the table below:

Share Options

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

(1) The amounts reflect the grand date fair value of the options granted.

The exercise price of all share option awards to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term.

The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months, subject to the applicable NEO's continued service through each such vesting date.

Additional Elements of Compensation

Employee Benefits

Our NEOs are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, short and long-term disability and our 401(k) plan for U.S.

employees, in each case on the same basis as other employees, subject to applicable laws.

Under our 401(k) plan, the Company currently makes matching contributions of 100% of the first 3% and then 50% of the next 2% of employee contributions.

We believe these benefits are important to attracting and retaining experienced employees, including our executives.

Audet resides in Switzerland and is employed by the Company in Switzerland.

In 2024, the Company made contributions to Ms.

Audet’s statutory Swiss pension plan account in accordance with Swiss law.

We do not provide material perquisites to our executive officers.

Severance and Change in Control Arrangements

We have entered into employment agreements with all our NEOs that provide for at-will employment without any specific term.

Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of the Company.

The “Potential Payments Upon Termination or Change in Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail.

These agreements provide for a combination of a cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances.

Acceleration of vesting is subject to a “double trigger” arrangement, meaning that

vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO.

Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe reasonable and competitive severance and change-in-control payment and benefit arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining a talented executive team.

We also believe such payments and benefits are in the best interests of our shareholders because they incentivize senior executives to continue to strive to achieve shareholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our Company and our shareholders.

We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change-in-control transaction.

All change-in-control cash payments are structured to be on a “double-trigger” basis, requiring a termination without cause by us, or with good reason by the NEO, in connection with the change-in-control transaction.

Additional Compensation Policies and Practices

Clawback Policy

In 2023, the Compensation Committee of our Board adopted our Incentive Compensation Recoupment Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws.

The policy applies to our current and former executive officers.

Compensation that is granted, earned or vested based wholly or in part upon attainment of a Financial Reporting Measure (as defined in the Clawback Policy) that is determined to have been paid erroneously given the restatement is subject to recoupment.

Equity Granting Practices

The Compensation Committee does not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of quarterly results information or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards.

Stock options may occasionally be awarded on an off-cycle basis, including to new hires.

The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

Anti-Hedging and Anti-Pledging Policies

We have a policy that prohibits our executive officers, directors and other employees from engaging in short sales, transactions in put or call options, or other inherently speculative transactions with respect to our shares.

In addition, our insider trading policy prohibits pledging Company securities as collateral for a loan or ownership of Company securities in a margin account.

Any violation of these policies may result in disciplinary action, including dismissal for cause.

Tax Considerations;

Section 162(m)

When reviewing compensation matters, the Compensation Committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs.

Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million to certain executive officers in any taxable year.

The Compensation Committee may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of our Company and its shareholders.

Accounting Policies for Stock-Priced Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”) for our stock-based compensation awards.

ASC 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions.

ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Grants of share options under our equity incentive award plans are accounted for under ASC 718.

Our Board or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs.

Report of the Compensation Committee on Executive Compensation

This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Annual Report by reference, except to the extent the Company incorporates such Report by specific reference.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company.

Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.

The preceding report has been furnished by the following members of the Compensation Committee:

Louis Lange, M.D., Ph.D.

William Lewis, J.D., M.B.A.

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs in respect of fiscal years ended December 31, 2024 and 2023.

Name and Principal Position

Option Awards (2)

Non-Equity Incentive Plan Compensation (3)

All Other Compensation (4)

Michael Davidson, M.D.

Chief Executive Officer

Chief Financial Officer

John Kastelein, M.D., Ph.D.

Chief Scientific Officer

Juliette Audet (5)

Chief Business Officer

Douglas Kling

Chief Operating Officer

dollar amount reported for 2024 for Dr.

Kastelein from Euros (“EUR”) using the 2024 average exchange rate of $1.0824 per EUR.

dollar amount reported for 2024 for Ms.

Audet were converted from Swiss Francs ("CHF") using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

(2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718.

See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value.

(3) The amounts reported are comprised of amounts paid in respect of our annual performance-based cash bonus plan, as determined by the Compensation Committee.

Payments pursuant to the plan are generally made early in the year following the year in which they are earned.

dollar amount reported for 2024 for Ms.

Audet were converted from CHF using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

(4) The amounts reported in this column represent the amount of fees Dr.

Davidson received for service on the Board of Directors in 2024, the amounts of Company contributions under our 401(k) plan for Messrs.

Somaiya and Kling, and the Company pension contribution for Ms.

The Company pension contribution for Ms.

Audet was converted from CHF to U.S.

dollars using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024.

Audet joined the Company as Chief Business Officer in April 2024.

Her compensation included in the table above represents her pro-rata base salary and bonus and her initial equity award.

Grants of Plan Based Awards

The following table sets forth certain information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2024:

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

Option Awards:

Securities Underlying Options

Exercise or Base Price of Option Awards

Grant Date Fair Value of Stock and Option Awards

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

(1) The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities of our NEOs.

The amounts of the annual cash incentive opportunities are set based on a percentage of the base salary for the calendar year by each NEO.

Below or at threshold performance results in 0% payout.

See “Compensation Discussion and Analysis—Compensation Program Components—Annual Performance-Based Cash Bonus” for a detailed description of our annual cash incentive plan, including the criteria for determining the amounts payable.

Actual annual cash incentive plan results are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

The maximum payout is 200% of target.

(2) Amounts disclosed in this column reflect the number of shares underlying share option awards granted to our NEOs.

The exercise price of all share option grants to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term.

Outstanding Equity Awards at Fiscal Year-End Table

The table below reflects outstanding equity awards held by our NEOs as of December 31, 2024.

Number of Securities Underlying Unexercised Options

Unexercisable

Option Exercise Price

Option Expiration Date

Michael Davidson, M.D.

John Kastelein, M.D., Ph.D.

Juliette Audet

Douglas Kling

(1) The exercise price of the option is Euro 1.16392 and has been converted into USD in the table above at a rate of $1.0389 per Euro, which was the exchange rate as of December 31, 2024 as published by European Central Bank.

(2) One-fourth of the shares subject to the option vested on the one-year anniversary of the vesting start date, and the remaining vest in 36 substantially equal monthly installments thereafter.

(3) All shares subject to the option vest on the fourth anniversary of the vesting start date.

Option Exercises and Stock Vested Table

The following table sets forth information concerning options exercised by our NEOs during the fiscal year ended December 31, 2024.

No stock awards held by our NEOs vested in 2024.

Option Awards

Number of Shares Acquired on Exercise

Value Realized on Exercise

John Kastelein, M.D., Ph.D.

(1) The amounts shown in this column represent the number of shares underlying the stock options exercised during 2024.

(2) The amounts shown in this column reflect the value realized upon exercise of stock options, as calculated based on the price of our shares on the exercise date less the exercise price, multiplied by the number of shares underlying the stock options exercised.

Potential Payments Upon Termination or Change-in-Control

We have entered into employment agreements with each of our NEOs.

These agreements set forth the initial terms and conditions of each executive’s employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation, and for all NEOs, severance benefits upon a qualifying termination of employment or change-in-control of the Company.

Employment Agreement with Michael Davidson, M.D.

1 unchanged sentence

Davidson, our Chief Executive Officer, on January 25, 2023 (the “Davidson Agreement”).

Pursuant to the Davidson Agreement, Dr.

Davidson is entitled to an annual base salary of $569,000, subject to change as determined by the Company and the Compensation Committee.

Davidson is eligible to receive an annual performance bonus in cash targeted at 50% of his base salary, at our discretion and subject to Dr.

Davidson’s continued employment through the payment date of such bonus.

In the event Dr.

Pursuant to the Davidson Agreement, in the event Dr.

Davidson’s employment is terminated by the Company without Cause (as defined in the Davidson Agreement) or by him for Good Reason (as defined in the Davidson Agreement), we would be required, subject to customary conditions, to pay Dr.

Davidson, in addition to certain Accrued Obligations (as defined in the Davidson Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that the Company would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months (“COBRA Premium Reimbursement”).

Davidson, in addition to certain Accrued Obligations (as defined in the Davidson Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a pro-rated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that the Company would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months (“COBRA Premium Reimbursement”).

Davidson will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason.

Davidson is also eligible to participate in our equity incentive plans, including the Company’s long-term incentive plan (the “LTIP”), and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

In the event Dr.

4 unchanged sentences

Davidson’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Davidson is entitled to a base salary and annual performance bonus in cash targeted at 50% of his base salary, at our discretion and subject to Dr.

Davidson's continued employment through the payment date of such bonus.

Davidson is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

Davidson is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment of Agreement with John Kastelein, M.D., Ph.D.

We entered into an employment agreement with Dr.

Kastelein, our Chief Scientific Officer, dated November 18, 2022 (the “Kastelein Agreement”).

Pursuant to the Kastelein Agreement, Dr.

Kastelein is entitled to an annual base salary of approximately $425,000.

Kastelein is eligible to receive an annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Dr.

continued employment through the payment date of such bonus.

In the event Dr.

Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required, subject to customary conditions, to pay Dr.

Kastelein an amount equal to 12 months of his base salary.

Kastelein is also eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us.

In the event Dr.

Kastelein’s employment is terminated by the Company without Cause or by Dr.

Kastelein for Good Reason (if termination is requested by a third party) within three months prior to a Change in Control (as defined in the Kastelein Agreement) or during 12 months following such Change in Control, Dr.

Kastelein will be entitled to receive the severance payments and benefits described above.

In addition, all of Dr.

Kastelein’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Kastelein is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment of Agreement with Ian Somaiya

Employment Agreement with Ian Somaiya

We entered into an employment agreement with Mr.

Somaiya, our Chief Financial Officer, dated October 6, 2023 (the “Somaiya Agreement”).

Pursuant to the Somaiya Agreement, Mr.

Somaiya is entitled to an annual base salary of $450,000, subject to change as determined by the Company and the Compensation Committee.

Somaiya is eligible to receive an annual performance bonus in cash targeted at 45% of his base salary, at our discretion and subject to Mr.

Somaiya’s continued employment through the payment date of such bonus.

In the event Mr.

Pursuant to the Somaiya Agreement, in the event Mr.

Somaiya’s employment is terminated by the Company without Cause (as defined in the Somaiya Agreement) or by him for Good Reason (as defined in the Somaiya Agreement), we would be required, subject to customary conditions, to pay Mr.

1 unchanged sentence

Somaiya will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason.

The Somaiya Agreement provided for the initial grant of 824,697 options to purchase ordinary shares, with 25% vesting on the first anniversary of the grant date and with the remaining shares vesting in equal monthly installments thereafter for three years.

Somaiya is also eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

In the event Mr.

4 unchanged sentences

Somaiya’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Somaiya is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary, at our discretion and subject to Mr.

Somaiya's continued employment through the payment date of such bonus.

Somaiya is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

Somaiya is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table sets forth information regarding option awards held as of December 31, 2023 by our named executive officers.

Option Awards

Number of Securities Underlying Unexercised Options

Exercisable (#)

Unexercisable (#)

Option Exercise Price ($/Sh)

Option Expiration Date

Employment Agreement with John Kastelein, M.D., Ph.D FESC

We entered into an employment agreement with Dr.

Kastelein, our Chief Scientific Officer, dated November 18, 2022 (the “Kastelein Agreement”).

Pursuant to the Kastelein Agreement, in the event Dr.

Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required, subject to customary conditions, to pay Dr.

Kastelein an amount equal to 12 months of his base salary.

Kastelein is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Dr.

Kastelein's continued employment through the payment date of such bonus.

Kastelein is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us.

Employment Agreement with Douglas Kling

We entered into an employment agreement with Mr.

Kling, our Chief Operating Officer, dated January 24, 2023 (the “Kling Agreement”).

Pursuant to the Kling Agreement, in the event Mr.

Kling’s employment is terminated by the Company without Cause (as defined in the Kling Agreement) or by him for Good Reason (as defined in the Kling Agreement), we would be required, subject to customary conditions, to pay Mr.

Kling, in addition to certain Accrued Obligations (as defined in the Kling Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement.

Kling will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason.

In the event Mr.

Kling’s employment is terminated by the Company without Cause or by Mr.

Kling for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Somaiya Agreement) or during the 12 months following such Change-in-Control, Mr.

Kling will be entitled to receive the severance payments and benefits described above.

In addition, all of Mr.

Kling’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Kling is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Mr.

Kling's continued employment through the payment date of such bonus.

Kling is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives.

Kling is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company.

Employment Agreement with Juliette Audet

In connection with Ms.

Audet’s employment with the Company as our Chief Business Officer, Ms.

Audet entered into an employment agreement with Globalization Partners Switzerland SA, a labor leasing company, in her country of residence, dated March 21, 2024, which sets forth terms relating to her employment with us (the “Audet Employment Agreement”).

Pursuant to the Audet Employment Agreement, Ms.

Audet is entitled to a base salary and an annual bonus and is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us.

The Company also entered into a separate letter agreement with Ms.

Audet that has additional provisions with respect to her eligibility for certain severance benefits (the “Audet Letter Agreement”).

Under the Audet Letter Agreement, if Ms.

Audet’s employment is terminated by us without Cause or by her for Good Reason (each as defined in the Audet Letter Agreement), we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred.

Audet's employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Audet Letter Agreement) or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above.

In addition, all of Ms.

Audet's time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date, and the exercise period for certain vested options will be extended.

The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2024, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2024.

Name and Principal Position

Compensation Component

Involuntary or Good Reason Termination without a Change-in-Control ($)

Involuntary or Good Reason Termination in Connection with a Change-in-Control ($)

Michael Davidson, M.D.

Cash Severance

Long-term Incentives

Benefits and Perquisites

Cash Severance

Long-term Incentives

Benefits and Perquisites

John Kastelein, M.D., Ph.D.

(1) The exercise price of the option is Euro 1.16392 and has been converted into USD in the table above at a rate of $1.1050 per Euro, which was the exchange rate as of December 29, 2023 as published by European Central Bank.

Cash Severance

Long-term Incentives

Benefits and Perquisites

Juliette Audet

Cash Severance

Long-term Incentives

Benefits and Perquisites

Douglas Kling

Cash Severance

Long-term Incentives

Benefits and Perquisites

(1) Under the employment agreements between us and Dr.

Davidson, Mr.

Somaiya and Mr.

Kling, respectively, if their employment is terminated by us without Cause or by them for Good Reason, we would be obligated to pay them an severance amount equal to 12 months of their base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that we would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months.

If their employment is terminated by us without Cause or by them for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, they will be entitled to receive the severance payments and benefits described above.

In addition, all of their time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

(2) Under the employment agreement between us and Dr.

Kastelein, if his employment is terminated by us without Cause, we would be obligated to pay him a severance amount equal to 12 months of his base salary.

(3) Under the Audet Letter Agreement, if Ms.

Audet’s employment is terminated by us without Cause or by her for Good Reason, we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred.

Audet's employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above.

In addition, all of Ms.

Audet's time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.

Equity Incentive Plans

4 unchanged sentences

The Board of Directors has delegated authority to grant awards under the LTIP to the Compensation Committee for awards to eligible participants not then serving on the Compensation Committee.

The Board of Directors has also delegated the authority to grant awards under the LTIP to non-executive officers or directors to Dr.

The Board of Directors has also delegated the authority to grant awards under the LTIP to non-executive officers to Dr.

Davidson who will determine when to grant equity awards and the terms of such awards.

1 unchanged sentence

The Board of Directors or the Compensation Committee may condition awards under the LTIP upon the achievement or satisfaction of performance criteria and/or continued service with the Company and determines the vesting conditions for awards under the LTIP.

The LTIP includes provisions for good leavers and bad leavers as well as for changes in control.

The LTIP includes provisions for good leavers and bad leavers as well as for change-in-control.

Rollover Option Plan

We also established a rollover option plan (the “Rollover Plan”) in connection with the closing of the Business Combination, under which we assumed the outstanding options of certain optionholders of NewAmsterdam Pharma Holding B.V.

who held their options through entities in exchange for a grant of options to acquire Ordinary Shares.

who held their options through entities

in exchange for a grant of options to acquire Ordinary Shares.

The total number of Ordinary Shares underlying the options covered by the Rollover Plan is 1,736,545.

1 unchanged sentence

The Rollover Plan is administered by the Board of Directors and the Compensation Committee.

The Rollover Plan includes provisions applicable in the event of a change of control.

The Rollover Plan includes provisions applicable in the event of a change-in-control.

Supplementary LTIP

3 unchanged sentences

The Board of Directors has delegated authority to grant awards under the Supplementary LTIP to the Compensation Committee for awards to anyone not then serving on the Compensation Committee.

The Board of Directors has also delegated the authority to grant awards under the Supplementary LTIP to non-executive officers or directors to Dr.

The Board of Directors has also delegated the authority to grant awards under the Supplementary LTIP to non-executive officers to Dr.

Davidson, who will determine when to grant equity awards and the terms of such awards.

The awards issued under the Supplementary LTIP will have terms substantially similar to those issued under the LTIP.

The Supplementary LTIP includes provisions applicable in the event of a change of control.

The Supplementary LTIP includes provisions applicable in the event of a change-in-control.

Inducement Plan

We have also established our inducement plan (the “Inducement Plan”), under which we may grant options, restricted shares, restricted share units, share appreciation rights and other equity-based awards to our newly-hired (or newly-hired, after a bona fide period of non-employment) employees (but not directors).

The total number of Ordinary Shares underlying awards that may be granted under the Inducement Plan will not exceed 1,500,000.

The Inducement Plan is administered exclusively by the Compensation Committee.

The Inducement Plan includes provisions applicable in the event of a change-in-control.

Limitation of Liability and Indemnification

11 unchanged sentences

Compensation Committee Interlocks and Insider Participation

The compensation committee consists of Louis Lange, M.D., Ph.D., John W.

Smither, Janneke van der Kamp and William H.

The Compensation Committee consists of Louis Lange, M.D., Ph.D., William H.

Lewis and Mark C.

All members of the compensation committee are independent directors, and none of our executive officers or former executive officers served on the compensation committee or on the board of any company that employed any member of the compensation committee or the Board of Directors during the year ended December 31, 2024.

3 unchanged sentences

All non-employee directors are paid an annual retainer of $43,000.

Non-employee directors may receive further compensation ranging from $5,000 to $15,000 for serving as chair or member of committees (i.e.

Audit Committee or Compensation Committee).

Non-employee directors may receive further compensation ranging from $5,000 to $20,000 for serving as chair or member of committees (i.e., Audit Committee or Compensation Committee).

We have also granted and expect to continue granting certain non-employee directors, other than those affiliated with our significant shareholders, options to purchase Ordinary Shares as compensation for their service on the Board of Directors.

8 unchanged sentences

The following table sets forth information regarding the compensation earned for service on the Board of Directors by our non-employee directors during the year ended December 31, 2024.

We reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.

We reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Directors and committee meetings.

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Non-Employee Directors

Lewis, J.D., M.B.A.

Juliette Audet (2)

Nicholas Downing, M.D.

Wouter Joustra (2)

Louis Lange, M.D., Ph.D.

Lewis, J.D., M.B.A.

Sander Slootweg (2)

Janneke van der Kamp

Topper, M.D., Ph.D.

(1) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718.

See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value.

(2) Compensation information for Dr.

Michael Davidson and Dr.

John Kastelein is included in the section titled “ Executive Compensation—Summary Compensation Table .”

Janneke van der Kamp

(1) The amounts reported in these columns reflect the aggregate grant date fair value of the stock options granted to our directors as computed in accordance with ASC 718.

See Note 8 to the Consolidated Financial Statements in this Annual Report for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and stock awards.

Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors.

(2) Juliette Audet and Sander Slootweg resigned as members of the Board of Directors effective April 1, 2024 and July 1, 2024, respectively.

Mark McKenna and Wouter Joustra joined the Board of Directors effective July 16, 2024.

The following table provides information regarding the aggregate number of shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2024:

Option Awards

Lewis, J.D., M.B.A.

Louis Lange, M.D., Ph.D.

Janneke van der Kamp

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Our LTIP and Rollover Plan are our only equity compensation plans approved by our shareholders.

The Supplementary LTIP was approved by the Board of Directors but was not approved by our shareholders.

The following table sets forth certain information as of December 31, 2023 with respect to our LTIP, Rollover Plan and Supplementary LTIP:

The Supplementary LTIP and the Inducement Plan were approved by the Board of Directors but were not approved by our shareholders.

The following table sets forth certain information as of December 31, 2024 with respect to our LTIP, Rollover Plan, Supplementary LTIP and Inducement Plan:

Plan Category

6 unchanged sentences

Supplementary LTIP (2)

Inducement Plan

(1) The number of Ordinary Shares reserved for grant under the LTIP will increase annually on January 1 of each calendar year by 5% of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

(2) See the section titled “ Executive Compensation—Equity Incentive Plans ” and Note 9 in the financial statements included herein for a brief description of the terms of the Supplementary LTIP.

(2) See the section titled “ Executive Compensation—Equity Incentive Plans ” and Note 10 to the Consolidated Financial Statements included in this Annual Report for a brief description of the terms of the Supplementary LTIP.

(3) The exercise price of the options included in the Rollover Plan is Euro 1.16392 and has been converted into USD in the table above at a rate of $1.0389 per Euro, which was the exchange rate as of December 31, 2024 as published by European Central Bank.

17 unchanged sentences

Michael Davidson, M.D.

Ian Somaiya (2)

John Kastelein, M.D., Ph.D.

Lewis, J.D., M.B.A.

Douglas Kling (4)

Juliette Audet (5)

1 unchanged sentence

Louis Lange, M.D., Ph.D.

Sander Slootweg (6)

Lewis, J.D., M.B.A.

Topper, M.D., Ph.D.

Janneke van der Kamp (11)

Wouter Joustra (12)

All executive officers and directors as a group (15 persons)

4 unchanged sentences

Entities affiliated with Forbion (13)

Saga Investments Coöperatief U.A.

Frazier Lifesciences Sponsor LLC and affiliates (14)

5 unchanged sentences

STAK EPNAP has sole voting and investment power over the securities described in (iv) while underlying the depositary receipts and are presented here because the depositary receipts can be cancelled by the board of directors of STAK EPNAP at any time as a consequence of which the shareholder will become the beneficial owner of the securities underlying the depositary receipts.

(2) Consists of options to purchase 272,385 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(3) Consists of (i) options to purchase 970,229 Ordinary Shares held by Futurum B.V.

1 unchanged sentence

Kastelein directly, each exercisable within 60 days of February 18, 2025.

(3) See Note 9.

Audet is a member of the Board of Directors and is a member of the investment committee of Forbion IV but does not have beneficial ownership of the securities beneficially owned by Forbion IV referenced in Note 9.

(4) Consists of options to purchase 782,515 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(5) Consists of 1,104 Ordinary Shares.

(6) Does not include Ordinary Shares held by the Bain Capital Life Sciences Entities (as defined below).

1 unchanged sentence

(7) Consists of (i) 24,878 Ordinary Shares (ii) Warrants to purchase 44,619 Ordinary Shares, exercisable within 60 days of February 18, 2025 and (iii) options to purchase 166,202 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(6) See Note 9.

Slootweg is a member of the Board of Directors and is a partner of each of Forbion IV Management and Growth Management and a member of the investment committees of each of Forbion IV and Forbion Growth, and a member of the board of directors of ForGrowth, but does not have beneficial ownership of the securities referenced in Note 9.

(8) Consists of options to purchase 31,252 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(9) Consists of options to purchase 13,597 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(10) Consists of the shares described in Note 14.

Topper disclaims beneficial ownership of the shares referenced in Note 14, except to the extent of his pecuniary interest therein, if any.

(11) Consists of options to purchase 12,127 Ordinary Shares, exercisable within 60 days of February 18, 2025.

(12) See Note 13.

Joustra is a member of the Board of Directors and is a partner of Forbion Growth Management B.V.

(“Growth Management”) and a member of the investment committee of Growth Management, but does not have beneficial ownership of the securities referenced in Note 13.

(13) Consists of (i) 5,976,287 Ordinary Shares beneficially owned by Forbion Capital Fund IV Coöperatief U.A.

12 unchanged sentences

Slootweg, van Osch, Mulder, van Houten, van Deventer, Reithinger, Kersten and Boorsma are partners of Forbion IV Management, which is the director of and acts as the investment advisor to Forbion IV.

Slootweg is a member of the Board of Directors and is a partner of Forbion IV Management and a member of the investment committee of Forbion IV.

Forbion Growth Management B.V.

Growth Management may be deemed to have voting and dispositive power over the Ordinary Shares beneficially owned by Forbion Growth.

1 unchanged sentence

Slootweg, van Osch, Mulder, van Houten, van Deventer, Reithinger, Kersten, Joustra, Bos en Lüneborg and Boorsma are partners of Growth Management, which is the director of and acts as the investment advisor to Forbion Growth.

Slootweg is a member of the Board of Directors and is a partner of Growth Management and a member of the investment committee of Forbion Growth.

(10) Amgen Singapore Manufacturing Pte.

(“Amgen Singapore”) is the sole shareholder of Saga Investments Coöperatief U.A.

Amgen Technology, Limited (“Amgen Technology”) is the sole shareholder of Amgen Singapore and Onyx Pharmaceuticals, Inc.

(“Onyx”) and Amgen Inc.

are the shareholders of Amgen Technology.

As a result, Amgen Singapore, Amgen Technology Onyx and Amgen Inc.

may each be deemed to share beneficial ownership of the Ordinary Shares held of record by Saga Investments Coöperatief U.A.

The business address is Minervum 7061, 4817 ZK Breda, The Netherlands.

The information herein is based solely on the Schedule 13G filed by the Saga Investments Coöperatief U.A., Amgen Singapore, Amgen Technology, Onyx and Amgen on December 2, 2022.

(14) Consists of 3,801,000 Ordinary Shares and Warrants to purchase 167,000 Ordinary Shares held by Frazier Lifesciences Sponsor LLC (the “Sponsor”).

31 unchanged sentences

Estes and Mr.

James Topper on February 21, 2024.

James Topper on December 17, 2024.

The address of these holders is Two Union Square, 601 Union St., Suite 3200, Seattle, WA 98101.

(15) Consists of (i) 4,797,557 Ordinary Shares held by BCLS II Investco, LP (“BCLS II Investco”), (ii) 5,376,356 Ordinary Shares held by BCLS Fund III Investments, LP (“BCLS Fund III”), (iii) 267,429 Ordinary Shares and Warrants to purchase 89,143 Ordinary Shares held by Bain Capital Life Sciences Fund II, L.P.

(“BCLS Fund II”) and (iv) 32,571 Ordinary Shares and Warrants to purchase 10,857 Ordinary Shares held by BCIP Life Sciences Associates, LP (“BCIPLS” and, together with BCLS II Investco, BCLS Fund III and BCLS Fund II, the “Bain Capital Life Sciences Entities”).

Bain Capital Life Sciences Investors, LLC (“BCLSI”) (a) is the manager of Bain Capital Life Sciences Investors II, LLC, which is the general partner of BCLS Fund II, which is the managing member of BCLS II Investco (GP), LLC, which is the general partner of BCLS II Investco, (b) is the manager of Bain Capital Life Sciences III General Partner, LLC, which is the general partner of Bain Capital Life Sciences Fund III, L.P., which is the managing member of BCLS Fund III Investments GP, LLC, which is the general partner of BCLS Fund III, and (c) governs the investment strategy and decision-making process with respect to

investments held by BCIPLS.

(“BCLS Fund II”), (iv) 32,571 Ordinary Shares and Warrants to purchase 10,857 Ordinary Shares held by BCIP Life Sciences Associates, LP (“BCIPLS”) and (v) 1,257,141 Ordinary Shares issuable upon exercise of a pre-funded warrant (the “Pre-Funded Warrant”) held by Bain Capital Life Sciences Opportunities III GP, LLC (“BCLS Fund III Opportunities”) and 375,512 Ordinary Shares issuable upon exercise of a Pre-Funded Warrant held by BCLS II Equity Opportunities, LP (“BCLS Fund II Opportunities,” and, together with BCIPLS, BCLS II Investco, BCLS Fund III and BCLS Fund II, the “Bain Capital Life Sciences Entities”), which are currently exercisable, except to the extent such exercise is restricted by a blocker provision which restricts the exercise of such warrant if, as a result of such exercise, the holder, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder for purposes of Section 13(d) of the Exchange Act, would beneficially own more than 9.99% of the total number of Ordinary Shares then outstanding immediately following such exercise (the “Warrant Beneficial Ownership Limitation”).

Excludes 1,062,675 Ordinary Shares issuable upon exercise of a Pre-Funded Warrant held by BCLS Fund III Opportunities

and BCLS Fund II Opportunities, which is currently exercisable, but such shares have been excluded because the exercise thereof is restricted by the Warrant Beneficial Ownership Limitation.

As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Life Sciences Entities.

The address of the Bain Capital Life Sciences entities is c/o Bain Capital Life Sciences, LP, 200 Clarendon Street, Boston, MA 02116.

The information herein is based solely on the Form 3 filed by the Bain Capital Life Sciences Entities on December 29, 2023.

The information herein is based solely on the Schedule 13D/A filed by certain of Bain Capital Life Sciences Entities on December 17, 2024 and the Form 4 filed by certain of Bain Capital Life Sciences Entities on December 17, 2024.

(16) Consists of 8,064,000 Ordinary Shares and Warrants to purchase 333,333 Ordinary Shares held by RA Capital Healthcare Fund, L.P.

12 unchanged sentences

Kolchinsky and Mr.

Shah on February 14, 2024.

Shah on November 14, 2024.

(17) Consists of 5,376,459 Ordinary Shares and 2,648,106 Ordinary Shares owned by Viking Global Opportunities Illiquid Investments Sub-Master LP (“VGOP”) and Viking Global Opportunities Drawdown (Aggregator) LP (“VGOD”), respectively.

104 unchanged sentences

NewAmsterdam Pharma Company N.V.

Long-term Incentive Plan.

Long-term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

NewAmsterdam Pharma Company N.V.

4 unchanged sentences

333-268888), filed with the SEC on January 17, 2023).

Employment Agreement, dated January 25, 2023, between NewAmsterdam Pharma Corporation and Michael Davidson.

NewAmsterdam Pharma Company N.V.

Inducement Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No.

333-280689), filed with the SEC on July 3, 2024).

Employment Agreement, dated January 25, 2023, between NewAmsterdam Pharma Corporation and Michael Davidson (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated November 18, 2022, between NewAmsterdam Pharma B.V.

and John Kastelein.

Employment Agreement, dated October 6, 2023, between NewAmsterdam Pharma Corporation and Ian Somaiya.

Form of Option Award Agreement

and John Kastelein (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated October 6, 2023, between NewAmsterdam Pharma Corporation and Ian Somaiya (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Employment Agreement, dated March 22, 2024, between Globalization Partners Switzerland SA and Juliette Audet.

Letter Agreement, dated March 22, 2024, between NewAmsterdam Pharma Company N.V.

and Juliette Audet.

Employment Agreement, dated January 24, 2023, between NewAmsterdam Pharma Corporation and Douglas Kling.

Form of Option Award Agreement (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

License Agreement, dated June 23, 2022, between A.

Menarini International Licensing S.A.

and NewAmsterdam Pharma B.V.

(incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4/A (File No.

333-266510), filed with the SEC on September 13, 2022).

Amendment to License Agreement, dated January 15, 2024, between NewAmsterdam Pharma B.V.

Menarini International Licensing S.A.

Insider Trading Policy of the Company

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-1 (File No.

9 unchanged sentences

Policy Relating to Recovery of Erroneously Awarded Compensation of NewAmsterdam Pharma Company N.V.

(incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K, filed with the SEC on February 28, 2024).

Inline XBRL Instance Document

2 unchanged sentences

+ Indicates management contract or compensatory plan.

Portions of this document (indicated by “[***]”) have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.

* Portions of this document (indicated by “[***]”) have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

Portions of this document (indicated by “[***]”) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information is not material and is the type of information that the registrant treats as private or confidential.

Form 10-K Summary

25 unchanged sentences

February 26, 2025

/s/ Juliette Audet

Juliette Audet

February 28, 2024

/s/ Nicholas S.

4 unchanged sentences

February 26, 2025

/s/ Wouter Joustra

Wouter Joustra

February 26, 2025

/s/ Louis Lange

February 26, 2025

/s/ Sander Slootweg

Sander Slootweg

February 26, 2025

18 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Change in Reporting Framework

As discussed in Note 2 to the financial statements, the Company has changed its reporting framework from International Financial Reporting Standards as issued by the International Accounting Standards Board to accounting principles generally accepted in the United States for all periods presented.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Research and development accruals and prepayments – Refer to Notes 2, 7 and 8 to the financial statements

Critical Audit Matter Description

As disclosed in Note 2 to the financial statements, the Company records research and development accruals and prepayments for clinical trials based on estimates of the progress to completion of specific research and development tasks using data including information provided by vendors on their actual costs incurred.

For certain vendors involved in clinical trials, the actual progress of the research and development activities may significantly differ from timing and value of invoices received and/or payments remitted under the terms of the agreements.

Estimates of expenses incurred are further determined through discussions with both internal personnel and vendors as to the status of progress of completion of the specified research and development tasks.

Expenses incurred in excess of amounts invoiced are recorded as accruals.

Payments made in excess of expenses incurred are recorded as prepayments.

We identified the research and development accruals and prepayments of certain vendors in clinical trials as a critical audit matter because of the significant judgment required by management in estimating the progress of the research and development activities conducted, as the progress is not directly observable.

This required a high degree of auditor judgment and an increased extent of effort when performing procedures to audit management's estimates of progress and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the research and development accruals and prepayments included the following, among others:

• Evaluating the Company’s process, methodology, and significant assumptions made in estimating the value of expenses incurred for which the invoice has not been received and the payments made for which underlying procedures had not been carried out.

• Testing the completeness and accuracy of the data underlying the measurement and recognition of the accruals and prepayments including sending direct confirmations with the vendors.

• Inspecting selected research agreements, as well as amendments thereto, to evaluate whether the progress of the clinical trials reflects all relevant contractual elements.

• Assessing publicly available information, such as press releases and investor presentations, and board’s meeting minutes regarding the status of clinical trial activities and comparing this information to the judgments applied in recording of the accruals and prepayments.

• Performing retrospective analysis of accruals at the end of the prior period to current year activity for a selection of contracts to assess the accuracy of the Company’s estimation methodology.

• Performing inquiries with Company personnel outside of the finance department who are responsible for overseeing the activities performed by the Company’s contracted third-party vendors, which include the vendor’s estimate of the progress of a selection of clinical trials.

/s/ Deloitte Accountants B.V .

2 unchanged sentences

We have served as the Company's auditor since 2020.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of NewAmsterdam Pharma Company N.V.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of NewAmsterdam Pharma Company N.V.

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Deloitte Accountants B.V.

Eindhoven, The Netherlands

February 26, 2025

NewAmsterdam Pharma Company N.V.

3 unchanged sentences

Current assets:

Cash and cash equivalents

Prepayments and other receivables

Employee receivables

Marketable securities

Total current assets

9 unchanged sentences

Lease liability, current

Derivative earnout liability, current

Derivative warrant liabilities

2 unchanged sentences

Lease liability, net of current portion

Derivative earnout liability

Derivative earnout liability, net of current portion

Total liabilities

Commitments and contingencies (Note 13)

Shareholders' Equity (deficit):

Shareholders' Equity:

Ordinary shares, € 0.12 par value;

3 unchanged sentences

Accumulated loss

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total shareholders' equity

Total liabilities and shareholders' equity (deficit)

Total liabilities and shareholders' equity

See notes to consolidated financial statements.

11 unchanged sentences

Interest expense

Loss on debt extinguishment

Fair value change – earnout and warrants

Fair value change – earnout

Fair value change – warrants

Fair value change – profit rights

2 unchanged sentences

Loss before tax

Income tax expense

Income tax expense (benefit)

Loss for the year

1 unchanged sentence

Foreign currency translation adjustments

Unrealized gain on available-for-sale securities

Income tax effects of other comprehensive income/(loss)

Total comprehensive income (loss) for the year, net of tax

Total comprehensive loss for the year, net of tax

Net loss per ordinary share

8 unchanged sentences

Accumulated Loss

Cumulative Translation Adjustments

Accumulated other comprehensive income (loss)

Total Shareholders' Equity

Opening balance at January 1, 2022

Conversion of convertible debt

Series A - Tranche I

Issuance of non-voting shares (CEO Restricted Share Award)

Share-based compensation

Total profit or loss and comprehensive loss for the year

As at December 31, 2021

Equity contribution (Series A - Tranche II)

18 unchanged sentences

As at December 31, 2023

February 2024 Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs

December 2024 Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs

Exercise of Pre-Funded Warrants

Exercise of warrants

Exercise of stock options

Share-based compensation

Total loss and comprehensive loss for the period

As at December 31, 2024

See notes to consolidated financial statements.

8 unchanged sentences

Non-cash rent expense

Amortization of discount on convertible note

Loss on extinguishment of convertible note

Fair value change - tranche rights

2 unchanged sentences

Foreign exchange (gains)/losses

Amortization of premium/discount on available-for-sale debt securities

Share-based compensation

7 unchanged sentences

Purchase of property, plant and equipment, including internal use software

Purchase of available-for-sale debt securities

Net cash used in investing activities

3 unchanged sentences

Proceeds from issuing equity securities (PIPE Financing)

Transaction costs on issue of shares

Transaction costs on issue of equity securities

Proceeds from payment of shareholder loan

Proceeds from February 2024 offering of Ordinary Shares and Pre-Funded Warrants

Transaction costs on February 2024 issue of Ordinary Shares and Pre-Funded Warrants

Proceeds from December 2024 offering of Ordinary Shares and Pre-Funded Warrants

Transaction costs on December 2024 issue of Ordinary Shares and Pre-Funded Warrants

Proceeds from exercise of warrants

Proceeds from exercise of options

Payment of withholding taxes related to net share settlement of exercised options

Net cash provided by financing activities

Net change in cash

Net change in cash and cash equivalents

Foreign exchange differences

Cash at the beginning of the year

Cash at the end of the year

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

Noncash financing and investing activities

4 unchanged sentences

Issuance of Ordinary Shares to Participating Shareholders (as defined in Note 3)

Issuance of Ordinary Shares pursuant to the Profit Right Agreement (as defined in Note 2)

Conversion of convertible debt to mezzanine equity

Recognition of ROU asset

19 unchanged sentences

The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $ 558.6 million as of December 31, 2024.

As of December 31, 2023 the Company had cash of $ 340.5 million.

As of December 31, 2024 the Company had cash and cash equivalents of $ 771.7 million.

Management believes that the existing financial resources are sufficient to continue operating activities for at least the twelve-month period following the issuance of these consolidated financial statements.

7 unchanged sentences

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany accounts and transactions.

Prior to 2023, the Company prepared its financial statements in accordance with the International Financial Reporting Standards as issued by the International Accounting Standard Board (“IFRS”) as permitted in the United States based on the Company’s qualification as a foreign private issuer under the rules and regulations of the SEC.

In connection with the loss of the Company’s status as a foreign private issuer effective on January 1, 2024, the Company, as a domestic filer, prepared these financial statements in accordance with U.S.

The transition to U.S.

GAAP was made retrospectively for all periods from the Company’s inception.

Functional and Reporting Currency

The functional currency of the Company and its subsidiaries has historically been EUR.

The Company reassessed its functional currency and determined the United States Dollar (“USD” or “$”) to be the functional currency of the Company and its subsidiaries beginning January 1, 2023.

Significant elements involved in the determination of the functional currency change include a shift in the Company’s sources of financing from EUR to USD given its access to the U.S.

public market and an increase of operating costs incurred in USD due to Phase III trials taking place predominantly in the United States, among other factors.

The functional currency of the Company and its subsidiaries has been the United States Dollar (“USD” or “$”) since January 1, 2023.

Prior to that the functional currency of the Company and its subsidiaries was the Euro (“EUR” or “€”).

Significant elements involved in the determination of the functional currency change included a shift in the Company’s sources of financing from EUR to USD given its access to the U.S.

public market and an increase of

operating costs incurred in USD due to Phase 3 trials taking place predominantly in the United States, among other factors.

Given these significant changes, management concluded that the majority of the factors supported the determination of the USD as the functional currency.

Due to the loss of the Company’s status as a foreign private issuer effective on January 1, 2024, the Company, as a domestic filer, changed its reporting currency from EUR to U.S.

The change in reporting currency was applied retrospectively.

Financial statements for all periods have been recast into U.S.

The reporting currency of the Company is USD.

Consolidation

22 unchanged sentences

If the inputs used to measure the fair value of an asset or a liability fall into 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.

For assets and liabilities that are recognized in the consolidated financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole), at the end of each reporting period.

categorization (based on the lowest level input that is significant to the fair value measurement as a whole), at the end of each reporting period.

Segment Information

3 unchanged sentences

Accordingly, the Company has one operating segment and, therefore, one reportable segment, which comprises the discovery, development and commercialization of transformative therapies for cardio-metabolic diseases.

Cash and Cash Equivalents

Cash comprises checking and savings deposits.

2 unchanged sentences

The Company has not experienced any losses related to amounts held in excess of such limits.

The Company does not hold any cash equivalents.

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Marketable Securities

Marketable securities consist of investments in U.S.

government and U.S.

government agency obligations that are classified as available-for-sale.

All marketable securities have a maturity of less than one year from the date of purchase.

Further, since these securities are highly liquid and available to fund current operations, they are classified as current assets on the consolidated balance sheets.

The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity.

The Company includes such amortization and accretion as a component of interest income, net based on the effective interest method.

Realized gains and losses and declines in value, if any, that the Company judges to be the result of impairment or as a result of recognizing an allowance for credit losses on available-for-sale securities are reported as a component of interest income, net.

To determine whether an impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis.

During the year ended December 31, 2024 the Company determined it did no t have any securities that were other-than-temporarily impaired.

Prior to 2024 the Company held no marketable securities.

Marketable securities are stated at fair value, excluding accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity.

During the years ended December 31, 2024, 2023 and 2022 , the Company did no t have any realized gains or losses on marketable securities.

Property Plant and Equipment, Net

14 unchanged sentences

2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), the Company classifies leases at the lease commencement date.

At the inception of an arrangement, the Company determines whether the

arrangement is or contains a lease based on the circumstances present.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present.

Leases with a term greater than one year will be recognized on the consolidated balance sheets as right-of-use assets (“ROU”), lease liabilities, and if applicable, long-term lease liabilities.

16 unchanged sentences

The Company accounts for the Earnout Shares (as defined below) allocated to Participating Shareholders (as defined below) in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity ASC 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity , under which the Earnout Shares allocated to Participating Shareholders do not meet the criteria for equity treatment and must be recorded as liabilities carried at fair value.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in

fair value is recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

The liability is valued utilizing the Black-Scholes model, taking into account the probability of achieving the applicable milestone.

The valuation of the Earnout Shares allocated to Participating Shareholders is considered to be a Level 3 fair value measurement.

Convertible debt and embedded redemption features

On July 2, 2020, the Company, as borrower, entered into an unsecured convertible loan agreement (the “Convertible Loan Agreement”) which granted the Company up to € 17 million, available over three tranches, with Forbion Capital Fund IV, Forbion Capital Fund II and Michael Davidson.

The Company evaluated each of the embedded redemption features, as defined in the Convertible Loan Agreement, under ASC 815, Derivatives and Hedging , to determine whether they required bifurcation.

The Company determined that the redemption features were required to be bifurcated and accounted for separately as derivative financial instruments because they were not clearly and closely related to the host debt instrument.

The bifurcation of the embedded derivative liability created a discount to the debt host carried at amortized cost.

The discount was accreted to the contractual maturity date using the effective interest rate model.

This liability was subject to re-measurement at each balance sheet date until maturity, and any change in fair value recognized as (expense)/income in the consolidated statements of operations and comprehensive loss.

On January 7, 2021, the Company closed a funding round to raise up to € 160 million in equity financing, set to occur in two tranches.

As a result, € 11.7 million in outstanding principal and unpaid interest from the convertible debt was extinguished and converted into 1,111,115 Series A preferred shares.

Extinguishment accounting was applied with the difference between the value of the convertible debt (including the embedded derivative feature) and the value of the Series A Preferred Shares recorded as (expense)/income in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021.

Tranche Rights

2 unchanged sentences

The Series A subscription agreement entitled us to cause the investors to subscribe for the second tranche Series A Preferred Shares upon the occurrence of certain clinical development and business development milestones.

As part of the Series A subscription agreement, investors are entitled to participate in the second tranche earlier, if they elect.

This tranche right was determined to be a “freestanding financial instrument” as defined in the ASC Master Glossary because the tranche rights were transferable, and they do not need to be transferred with the related Series A shares.

Further, when tranche rights are exercised, Series A shares held by investors remain outstanding.

As part of the Series A subscription agreement, investors were entitled to participate in the second tranche earlier, if they elect.

This tranche right was determined to be a “freestanding financial instrument” as defined in the ASC Master Glossary because the tranche rights were transferable, and they did not need to be transferred with the related Series A shares.

Further, upon the exercise of tranche rights, Series A shares held by investors remain outstanding.

Management assessed the freestanding financial instrument under ASC 480, Distinguishing Liabilities from Equity , and determined that the tranche rights should be accounted for as a liability at fair value and revalued at each reporting period until settlement, with changes in the fair value recorded in the consolidated statements of operations and comprehensive loss.

This determination was made because the tranche rights are exercisable at the investor’s election, and therefore future issuance of Series A shares were a contingent event that was not in the Company’s control.

This determination was made because the tranche rights were exercisable at the investor’s election, and therefore future issuance of Series A shares were a contingent event that was not in the Company’s control.

We issued the second tranche of Series A Preferred Shares in February 2022.

8 unchanged sentences

The acquisition of Dezima was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired is concentrated in the IPR&D of Obicetrapib.

Additionally, the Company determined that as of the acquisition date, the IPR&D did not have an alternative future

use by which the economic benefits could be anticipated and estimated.

Additionally, the Company determined that as of the acquisition date, the IPR&D did not have an alternative future use by which the economic benefits could be anticipated and estimated.

Therefore, it did not meet the definition of an asset and was expensed as incurred.

2 unchanged sentences

Contingent consideration in an asset acquisition is measured and recognized when payment becomes probable and a reliable estimate can be made.

Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets.

Subsequent changes in the accrued amount of

contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets.

However, as the acquired asset in the Dezima transaction was IPR&D with no alternative future use, any adjustment to the cost is expensed during the period and not capitalized.

The execution of the Menarini License, in combination with the FLAC Merger, qualified as an exit event pursuant to the 2020 SPA.

As a result, on the Closing Date, pursuant to the Profit Right Agreement, Amgen and MTPC each received their respective contingent payments in the form of Ordinary Shares.

The execution of the Menarini License (as defined in Note 4), in combination with the FLAC Merger (as defined in Note 3), qualified as an exit event pursuant to the 2020 SPA.

As a result, on the Closing Date (as defined in Note 3), pursuant to the Profit Right Agreement, Amgen and MTPC each received their respective contingent payments in the form of Ordinary Shares.

Immediately prior to the closing of the Business Combination, the value of the financial liability was adjusted to equal the fair value of the Ordinary Shares to be issued to Amgen and MPTC at the closing of the Business Combination with the change in fair value recognized through earnings in the consolidated statement of operations and comprehensive loss.

1 unchanged sentence

Revenue Recognition

The Company recognizes revenue in accordance with FASB Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers , and subsequent amendments (collectively, “ASC 606”).

The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers , and subsequent amendments (collectively, “ASC 606”).

Under ASC 606, to determine the recognition of revenue, the Company performs the following five steps:

13 unchanged sentences

At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received.

The Company utilizes either the most likely amount method or expected value method to estimate variable consideration to include in the transaction price based on which method better predicts the amount of consideration

expected to be received.

The amount included in the transaction price is constrained to the amount for which it is highly probable that a significant reversal of cumulative revenue recognized will not occur.

26 unchanged sentences

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 178 – Compensation – Stock Compensation.

The Company accounts for its share-based compensation in accordance with ASC 178 – Compensation – Stock Compensation ("ASC 718") .

Share-based compensation is measured based on the grant date fair value of the equity awards using the Black-Scholes option pricing model.

4 unchanged sentences

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of Ordinary Shares outstanding during the period.

For the purposes of calculating the weighted-average number of Ordinary Shares outstanding, the Ordinary Shares underlying the Pre-Funded Warrants issued in the February 2024 Offering and the December 2024 Offering (as defined in Note 9 below) are included.

Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented.

15 unchanged sentences

The reporting currency of the Company is USD.

The Company translated assets and liabilities in prior periods at the exchange rate in effect on the balance sheet date.

The Company translated assets and liabilities in prior periods at the exchange rate

in effect on the balance sheet date.

Revenues and expenses are translated at the exchange rate prevailing at the date of the transaction.

4 unchanged sentences

The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 , with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

The Company adopted and applied the amendments of this ASU to its disclosures.

The application of this ASU did no t have a material impact on the Company's financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

2 unchanged sentences

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" which requires entities to enhance disclosures around the nature of expenses included in the income statement.

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Prior to November 22, 2022, NewAmsterdam Pharma Company N.V.

was a shell company with no active trade or business, and all relevant assets and liabilities, as well as income and expenses, were borne by NewAmsterdam Pharma Holding B.V.

FLAC was a special purpose acquisition company (“SPAC”) incorporated on October 7, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or a similar business combination.

FLAC was a special purpose acquisition company incorporated on October 7, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or a similar business combination.

FLAC completed its initial public offering on December 11, 2020 and listed on the Nasdaq.

11 unchanged sentences

options became options to purchase, and will when exercised be settled in Ordinary Shares.

• In addition to the transactions described above, 8,656,330 Ordinary Shares were issued to Saga Investments Coöperatief U.A.

(“Amgen”) and Mitsubishi Tanabe Pharma Corporation (“MTPC”) pursuant to their profit rights granted upon the acquisition of Dezima Pharma B.V.

• In addition to the transactions described above, 8,656,330 Ordinary Shares were issued to Amgen and MTPC pursuant to their profit rights granted upon the acquisition of Dezima.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S.

21 unchanged sentences

The Company remains responsible for the development and commercialization costs related to Licensed Products, excluding local development, regulatory and commercialization costs incurred by Menarini in the Menarini Territory.

In addition, Menarini is expected to purchase the Licensed Products from the Company in accordance with a supply agreement that is to be executed following the execution of the Menarini License and prior to commercialization.

commercialization.

As such, the Company determined that the agreements should not be combined as a single contract pursuant to the guidance prescribed in ASC 606.

commercial milestones, sales-based royalties, and certain cost sharing payments made by Menarini to the Company and by the Company to Menarini.

The Menarini License includes a non-refundable upfront payment, fixed reimbursements for the Company’s continued development costs, payments based upon the achievement of defined development, regulatory and commercial milestones, sales-based royalties, and certain cost sharing payments made by Menarini to the Company and by the Company to Menarini.

The Company has evaluated the Menarini License based on the requirements of ASC 606 and has concluded the following:

16 unchanged sentences

The Company has allocated the transaction price to each performance obligation identified on a relative stand-alone selling price basis.

The Company has used a combination of methods to calculate the stand-alone selling prices, using the expected cost plus a margin approach to calculate the standalone selling price of the research and development services required in the Menarini License and needed to commercialize obicetrapib in the Menarini Territory and the residual approach to calculate the stand-alone selling price for the license based on the fair value of the total promised goods and services in the Menarini License considering that the Company has not yet established a price for licenses, has not historically sold licenses on a stand-alone basis (i.e., the selling price is uncertain), and

the amount allocated is consistent with the allocation objective as the Company believes the stated upfront amount is consistent with a risk-adjusted price that a market participant would be willing to pay for the licenses.

In 2022, at contract inception, the Company allocated $ 98.6 million to the license performance obligation which was immediately recognized as revenue in its consolidated statement of operations and comprehensive loss and $ 22.3 million to the R&D performance obligation, which is initially recognized as deferred revenue in the consolidated balance sheet.

The Company has used a combination of methods to calculate the stand-alone selling prices, using the expected cost plus a margin approach to calculate the standalone selling price of the research and

development services required in the Menarini License and needed to commercialize obicetrapib in the Menarini Territory and the residual approach to calculate the stand-alone selling price for the license based on the fair value of the total promised goods and services in the Menarini License considering that the Company has not yet established a price for licenses, has not historically sold licenses on a stand-alone basis (i.e., the selling price is uncertain), and the amount allocated is consistent with the allocation objective as the Company believes the stated upfront amount is consistent with a risk-adjusted price that a market participant would be willing to pay for the licenses.

In 2022, at contract inception, the Company allocated $ 98.6 million to the license performance obligation which was immediately recognized as revenue in its consolidated statement of operations and comprehensive loss and $ 22.3 million to the R&D performance obligation, which was initially recognized as deferred revenue in the consolidated balance sheet.

The revenue related to the R&D performance obligation is recognized over time as costs are incurred in connection with fulfilling the obligation.

2 unchanged sentences

The Menarini License also provides for certain milestone payments from Menarini to the Company upon the achievement of specified development, regulatory and commercial milestones linked to the enhanced value of the license performance obligation.

More specifically, the Company is eligible to receive up to an additional € 863 million upon the achievement of various clinical, regulatory and commercial milestones.

These milestones are contingent payments.

These milestone payments represent variable consideration that are not initially recognized within the transaction price, due to the scientific uncertainties around the commercialization of the Licensed Products based on the success of clinical trials.

More specifically, the Company is eligible to receive up to an additional € 863 million upon the achievement of various clinical, regulatory and commercial milestones, € 30 million of which has been received as of December 31, 2024.

These milestones are contingent payments that represent variable consideration that are not initially recognized within the transaction price, due to the scientific uncertainties around the continued development and commercialization of the Licensed Products based on the success of clinical trials.

At the end of each reporting period, the Company assessed the probability of significant reversals for any amounts that became likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price.

In January 2023, the Company achieved a clinical milestone related to our Phase 2 ROSE2 clinical trial which resulted in the recognition of $ 5.4 million of revenue.

The associated milestone payment from Menarini was received in April 2023.

Revenues related to the achievement of milestones under the Menarini License are attributed to the license performance obligation and are recorded when earned.

In the years ended December 31, 2024, 2023 and 2022 the Company recognized revenues of $ 27.3 million, $ 5.4 million and nil, respectively, related to the achievement of clinical milestones.

Revenues related to the achievement of milestones under the Menarini License are attributed to the license performance obligation and are recognized when the milestone is achieved.

Additionally, in partial contribution to our costs of development of the Licensed Products, Menarini may pay us € 27.5 million, payable in two equal annual installments.

These development cost contributions are considered to be linked to the R&D performance obligation.

Due to the scientific uncertainties around the commercialization of the Licensed Products based on the success of clinical trials, which is not within the control of the Company, the fixed € 27.5 million is considered constrained at contract inception and is not initially recognized within the transaction price until it becomes highly probable of no significant revenue reversal.

In the year ended December 31, 2024, it was determined that the first installment of the development cost reimbursements was probable to be realized with no significant reversals.

As such, the amount of the first installment was added to the transaction price.

Based on the percentage of completion of the R&D performance obligation, as described above, $ 11.9 million was recognized as revenue as a cumulative catchup and the remaining $ 2.4 million was recognized as deferred revenue.

The deferred revenue is recognized within current and non-current liabilities based on the expected timing of the associated research and development services.

1 unchanged sentence

Lastly, the Company is entitled to receive tiered royalty payments based on annual aggregate net sales of all Licensed Products in the Menarini Territory, subject to specified reductions upon commercialization.

The royalty term begins for each Licensed Product on a country-by-country basis upon the first commercial sale of such product in such country and ends on the later of (i) the expiration of the last-to-expire patent that includes a valid claim, (ii) the expiration of regulatory exclusivity in such country for such Licensed Product and (iii) a specified number of years after the first commercial sale of such Licensed Product in such country (the term of the agreement).

the expiration of regulatory exclusivity in such country for such Licensed Product and (iii) a specified number of years after the first commercial sale of such Licensed Product in such country (the term of the agreement).

In accordance with ASC 606, the Company recognizes revenue from royalty payments at the later of (i) the occurrence of the subsequent sale;

13 unchanged sentences

Revenue recognized under the Menarini License during the period

Effect of currency translation

Ending balance on December 31

Cash, cash equivalents and marketable securities

A summary of cash, cash equivalents and marketable securities held by the Company as of December 31, 2024 and 2023 is as follows:

As at December 31, 2024

(In thousands of USD)

Amortized Cost

Unrealized gains

Unrealized losses

Cash and cash equivalents:

Money market funds (Level 1)

US government agency securities (Level 2)

Total cash and cash equivalents

Marketable securities

US government securities due within one year (Level 1)

US government agency securities due within one year (Level 2)

Total marketable securities

As at December 31, 2023

(In thousands of USD)

Amortized Cost

Unrealized gains

Unrealized losses

Cash and cash equivalents:

Total cash and cash equivalents

Fair Value Measurements

As of December 31, 2024 and 2023, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:

As of December 31, 2023

As at December 31, 2024

(In thousands of USD)

3 unchanged sentences

Total financial liabilities

As of December 31, 2022

As at December 31, 2023

(In thousands of USD)

13 unchanged sentences

Strike price (USD)

As management's judgment of the probability of milestone completion remained constant during the period, the change in fair value resulted from the Company’s price per share between the valuations performed at the Closing Date and at December 31, 2022.

During the year ended December 31, 2024 the Company announced positive topline results from its Phase 3 BROOKLYN and BROADWAY clinical trials.

Completion of and positive results from the BROOKLYN and BROADWAY trials are the main components of the milestone which is required in order for the Earnout Shares to be issued, excepting completion of certain study reports.

The Company has determined that the completion of the BROOKLYN and BROADWAY clinical trial with both clinical trials meeting their primary endpoints increases the estimated probability of achieving the milestone from 40 % as of December 31, 2023 to 100 % as of December 31, 2024.

The following table presents a reconciliation of the earnout liability measured on a recurring basis using Level 3 inputs as of December 31, 2024 and 2023:

Opening balance as of November 22, 2022 (inception)

Balance on December 31, 2022

Change in fair value recognized through earnings

11 unchanged sentences

Other prepaid expenses

License fee receivable

Value added tax receivable

18 unchanged sentences

On November 21, 2022 in connection with the Exchange, as described in Note 3, all the outstanding share capital of NewAmsterdam Pharma Holding B.V., consisting of 11,731,158 Series A Preferred Shares and 5,285,714 ordinary shares, was exchanged for Ordinary Shares of the Company at a ratio of approximately 2.13 per share.

The Series A Preferred Shares were classified in accordance with ASC 480, Distinguishing Liabilities from Equity which required

that the shares be classified outside of permanent shareholders’ equity.

The Series A Preferred Shares were classified in accordance with ASC 480, Distinguishing Liabilities from Equity which required that the shares be classified outside of permanent shareholders’ equity.

Accordingly, the Series A Preferred Shares were classified as Mezzanine Equity in the applicable periods.

At-the-Market Offering

On December 7, 2023, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which we may issue and sell from time to time up to $ 150 million of our Ordinary Shares through or to TD Cowen as our sales agent or acting as principal in any method deemed to be an “at the market offering.” TD Cowen will receive a commission of up to 3.0 % of the gross proceeds of any Ordinary Shares sold pursuant to the Sales Agreement.

During the year ended December 31, 2023, we did not sell any Ordinary Shares pursuant to the Sales Agreement.

February 2024 Follow-on Offering

On February 16, 2024, the Company completed an underwritten public offering (the “February 2024 Offering”) of 5,871,909 Ordinary Shares at a public offering price of $ 19.00 per Ordinary Share and, in lieu of Ordinary Shares to certain investors, pre-funded warrants (“Pre-Funded Warrants”) to purchase 4,736,841 Ordinary Shares at a public offering price of $ 18.9999 per Pre-Funded Warrant, which represents the per share public offering price for the Ordinary Shares, less the $ 0.0001 per share exercise price for each such Pre-Funded Warrant.

Of the 5,871,909 Ordinary Shares issued and sold in the February 2024 Offering, 1,383,750 Ordinary Shares were issued and sold pursuant to the exercise of the underwriters’ option to purchase additional Ordinary Shares at the public offering price per share.

The net proceeds to the Company from the February 2024 Offering were $ 190.0 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

As of December 31, 2024 a total of 2,105,248 of the Pre-Funded Warrants issued in connection with the February 2024 Offering have been exercised, resulting in the issuance of 2,105,248 Ordinary Shares.

December 2024 Follow-on Offering

On December 13, 2024, the Company completed an underwritten public offering (the “December 2024 Offering”) of 14,667,347 Ordinary Shares at a public offering price of $ 24.50 per Ordinary Share and, in lieu of Ordinary Shares to certain investors, Pre-Funded Warrants to purchase 4,882,653 Ordinary Shares at a public offering price of $ 24.4999 per Pre-Funded Warrant, which represents the per share public offering price for the Ordinary Shares, less the $ 0.0001 per share exercise price for each such Pre-Funded Warrant.

Of the 14,667,347 Ordinary Shares issued and sold in the December 2024 Offering, 2,550,000 Ordinary Shares were issued and sold pursuant to the exercise of the underwriters’ option to purchase additional Ordinary Shares at the public offering price per share.

The net proceeds to the Company from the December 2024 Offering were $ 453.4 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.

As of December 31, 2024 none of the Pre-Funded Warrants issued in connection with the December 2024 Offering have been exercised.

Employee Receivables Due Upon Exercise of Company Options

As of December 31, 2024 the amount reported on the consolidated balance sheet for employee receivables included amounts which were due to the Company for Company Options which had been exercised, but for which the exercise price had not yet been remitted.

All such receivables were paid to the Company prior to the issuance of this report.

As of December 31, 2024 and 2023 only Ordinary Shares were outstanding or authorized.

Historically, NewAmsterdam Pharma Holding B.V.

also had preferred shares, classified as Mezzanine Equity, which all converted into Ordinary Shares as described in Note 3.

The preferred shares had liquidation preference and the shareholders thereof were in the position to trigger the occurrence of a liquidation event or deemed liquidation event.

Share-Based Compensation

The Company has three Share-based payment plans and one restricted share award in place as at December 31, 2023:

The Company has four Share-based payment plans and one restricted share award in place as at December 31, 2023:

• The Company’s Long-Term Incentive Plan (the “Plan”);

• The Company’s Supplementary Long-Term Incentive Plan (the “Supplementary Plan”);

• The Company’s Rollover Option Plan (the “Rollover Plan,” together with the Plan and the Supplementary Plan, the “Plans”);

• The Company’s Rollover Option Plan (the “Rollover Plan,”);

• The Company’s Inducement Plan (the “Inducement Plan,” together with the Plan, the Supplementary Plan and the Rollover Plan, the “Plans”);

• Chief Executive Officer Restricted Share Award.

2 unchanged sentences

In total, as of December 31, 2024 a maximum of 22,049,356 Ordinary Shares may be reserved for issuance pursuant to the Plans.

The number of Ordinary Shares reserved for grant under the Plan will increase annually on January 1 of each calendar year by 5 % of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

The contractual term is 10 years from grant date for options granted under the Plans In general, each Company Option granted in 2023 has a four-year vesting period with 25 % vesting after one year and the remaining 75 % vesting in equal monthly installments over the next following three years .

Modification of Options During the Year

The number of Ordinary Shares reserved for grant under the Plan will increase annually on

January 1 of each calendar year by 5 % of the then issued and outstanding Ordinary Shares or such lower number as may be determined by the Board of Directors.

The contractual term is 10 years from grant date for options granted under the Plans.

In general, each Company Option granted in 2023 has a four-year vesting period with 25 % vesting after one year and the remaining 75 % vesting in equal monthly installments over the next following three years .

Modification of Options

In 2024, a total of 399,153 Company Options granted to one employee were modified.

For 210,655 of the modified Company Options the vesting period was shortened, of which 200,655 such modified Company Options also had the exercise period extended.

For the other 188,498 modified Company Options only the exercise period was extended.

The total fair value of the 210,655 modified Company Options for which the vesting period was shortened is equal to $ 1.2 million.

Any expense previously recognized for such Company Options was reversed on the modification date and the full fair value of the modified Company Options was recognized over the new applicable service period.

For the 188,498 modified Company Options for which only the exercise period was extended the total fair value of the modification is equal to $ 0.1 million, all of which is recognized on the modification date.

In 2023, the vesting period was shortened for 490,067 Company Options granted to an employee in relation with the signing of an employment separation agreement.

11 unchanged sentences

Outstanding as at December 31, 2024

Options exercisable as of December 31, 2023

Options exercisable as at December 31, 2024

The weighted average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 6.70 , $ 4.70 and $ 4.32 per option for options granted during the years ended December 31, 2024, 2023 and 2022, respectively.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2023 was $ 1.7 million.

No stock options were exercised in 2022 or 2021.

The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the years ended December 31, 2024 and 2023 was $ 27.2 million and $ 1.7 million, respectively.

No stock options were exercised in 2022.

Weighted average assumptions used to apply this pricing model were as follows:

7 unchanged sentences

Expected Volatility

Since the Company was privately held through November 2022, it alone does not have the relevant company-specific historical data to support its expected volatility.

As such, the Company has used an average of expected volatilities based on the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants.

For purposes of identifying comparable companies, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards.

Since the Company was privately held through November 2022, it alone does not have sufficient relevant company-specific historical data to support its expected volatility alone.

In prior periods, due to the insufficiency of historical volatility data on the Company’s own securities, the expected volatility input was determined using comparable companies alone.

Beginning on January 1, 2024 expected volatility input was determined using a weighted average calculation considering the volatility of the Company’s own securities and the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants.

Initially, the volatility of the Company’s Ordinary Shares is assigned a weighting of 10 %.

This weighting will be increased by 5 % per calendar quarter (i.e.

to 15 % in Q2 2024, 20 % in Q3 2024 and 25 % in Q4 2024), until the expected volatility input is based entirely on the historical volatility of the Company’s Ordinary Shares.

For purposes of identifying comparable companies, the Company selected companies with comparable characteristics, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards.

The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards.

The Company intends to consistently apply this process using the same or similar comparable entities until sufficient historical information regarding the volatility of the Company’s own share price becomes available.

Risk-Free Interest Rate

3 unchanged sentences

The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its ordinary shares.

Share-based compensation is classified in the consolidated statement of operations and comprehensive loss as follows:

Restricted Stock Units (“RSUs”)

As at December 31, 2024 and 2023 the Company had allocated 143,002 and 143,002 Earnout Shares, respectively, to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period.

These Earnout Shares will be delivered in the form of awards of RSUs (the "Earnout RSUs") granted pursuant to the Plan to such Participating Optionholders who are, at the time of achievement of such milestone, still providing services to the Company.

The development milestone consists of the achievement and public announcement of Positive Phase 3 Data for each of the Company’s BROADWAY clinical trial and BROOKLYN clinical trial at any time during the period beginning on November 22, 2022 and ending on the date that is five years after such date.

Prior to 2024 no expense was recognized in relation to the Earnout RSUs as the milestone was not deemed probable to occur.

During 2024 the probability of the milestone completion was reassessed and the milestone was deemed probable to occur.

Therefore, the Company began to recognize expense in relation to the Earnout RSUs in accordance with ASC 718.

The following summarizes the share-based payment expensed recognized by type of award and line-item:

Year ended December 31,

(in thousands of USD)

Share-based compensation expense by type of award

Share options

Restricted stock units

Total share-based compensation expense

Share-based compensation expense by line-item

Research and development expenses

Selling, general and administrative expenses

As of December 31, 2023, there was $ 25.2 million of unrecognized compensation cost related to Company Options that have not yet vested.

These costs are expected to be recognized over a weighted average remaining vesting period of 1.4 years.

Restricted Stock Units (“RSUs”)

As at December 31, 2023 and 2022 the Company had allocated 143,002 and 160,778 Earnout Shares, respectively, to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period.

These Earnout Shares will be delivered in the form of awards of RSUs granted pursuant to the Plan to such Participating Optionholders who are at the time of achievement of such milestone still providing services to the Company.

There is no impact on these financial statements with respect to these RSUs due to the uncertainty of achieving the clinical development milestone.

Total share-based compensation expense

As of December 31, 2024, there was $ 27.1 million and $ 0.2 million of unrecognized compensation cost related to Company Options and Earnout RSUs that have not yet vested, respectively.

These costs are expected to be recognized over a weighted average remaining vesting period of 2.9 years and 0.3 years for the Company Options and the Earnout RSUs, respectively.

Chief Executive Officer Restricted Share Award

8 unchanged sentences

This liability is measured at the lower of (i) the purchase price paid and (ii) the fair market value of the Ordinary Shares at the end of the reporting period.

The liability for unvested Ordinary Shares as at December 31, 2023 and 2022 amounted to $ 0.1 million and $ 0.3 million, respectively.

The liability for unvested Ordinary Shares as at December 31, 2024 and 2023 amounted to nil and $ 0.1 million, respectively.

For the year ended December 31, 2024, the movements in the number of Ordinary Shares outstanding are as follows:

3 unchanged sentences

As of December 31, 2024 and 2023, a total of 608,779 and 519,999 Ordinary Shares had vested, respectively.

Segment Information

The Company has one operating segment and, therefore, one reportable segment, which comprises the discovery, development and commercialization of transformative therapies for cardio-metabolic diseases.

To date the Menarini License has been the only source of revenue to the Company and all such revenues derive from Italy.

The nature of the revenues are described in detail in Note 4 - Revenue.

The chief operating decision maker assesses performance and decides how to allocate resources based on consolidated net loss and earnings/(loss) before tax, adjusted for certain non-cash and non-operating items such as share-based compensation, change in fair value of derivatives and foreign currency gains or losses.

earnings/(loss) before taxes is used to monitor budget versus actuals and evaluate the operations of the Company.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The future prospects of the Company are highly dependent upon the results of its ongoing clinical trials and interactions with regulatory agencies.

Such results and interactions are utilized together with assessment of the comparison of budget versus actuals in order to make decisions regarding the allocation of resources.

The following table presents the adjusted earnings/(loss) before taxes for the Company's single segment for each of the years ended December 31, 2024, 2023 and 2022:

Year ended December 31,

(In thousands of USD)

Interest income

Personnel expense

External R&D expense

Manufacturing expense

Regulatory expense

Commercial programs

General and administrative expense

Depreciation and amortization

Interest expense

Segment adjusted loss before tax

Reconciliation to consolidated net loss

Share-based compensation expense

Change in fair value - derivatives

Foreign exchange gains/(losses)

Income tax expense (benefit)

Consolidated net loss for the period

The Company’s breakdown of its income before provision for income taxes for the years ended December 31, 2024, 2023 and 2022 is as follows:

13 unchanged sentences

FDII deduction

162(m) Executive Compensation

Transaction costs

21 unchanged sentences

A significant component of objective negative evidence evaluated was our cumulative loss incurred over the three-year period ended December 31, 2024.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future

On the basis of this evaluation, as at December 31, 2024, December 31, 2023 and December 31, 2022, a full valuation allowance has been recorded against our net deferred tax asset.

As of December 30, 2023, and December 31, 2022, the Company had a valuation allowance of $ 129.8 million and $ 81.4 million, respectively, recorded on the balance sheet.

As of December 31, 2024, and December 31, 2023 , the Company had a valuation allowance of $ 184.6 million and $ 129.8 million, respectively, representing an increase of $54.8 million.

The valuation allowance is recorded on the balance sheet.

A valuation allowance is a non-cash charge, and does not limit the Company’s ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income.

16 unchanged sentences

We are subject to taxation in the United States, the Netherlands and various state jurisdictions.

As of December 31, 2023, the tax years for 2020, 2021, and 2022 are subject to examination by the tax authorities in the United States and the tax year for 2022 are subject to examination by the tax authorities in the Netherlands.

As of December 31, 2024 , the tax years for 2021, 2022, and 2023 are subject to examination by the tax authorities in the United States and the tax year for 2023 is subject to examination by the tax authorities in the Netherlands.

Due to our net operating loss and tax credit carryforwards, the income tax returns remain open to U.S.

13 unchanged sentences

Stock options

Restricted Stock Units

Outstanding warrants

Benefit Plans

The Company sponsors a 401(k) retirement plan for its U.S.

The plan allows eligible employees to voluntarily defer a portion of their annual compensation on a pre-tax basis, subject to the maximum annual amounts as set periodically by the IRS.

employees (the "US Plan") and a defined contribution pension plan for its employees in the Netherlands (the "NL Plan").

The US Plan allows eligible employees to voluntarily defer a portion of their annual compensation on a pre-tax basis, subject to the maximum annual amounts as set periodically by the IRS.

The Company makes matching contributions of 100 % of the first 3 % of employee contributions and 50 % of the next 2 % of employee contributions.

The Company made matching contributions of $ 120 thousand, $ 70 thousand and $ 40 thousand for the years ended December 31, 2023, 2022 and 2021, respectively.

The NL Plan provides for a monthly, pre-tax contribution by the Company of 15 % of an employee's gross income, subject to statutory maximums.

The Company made matching contributions of $ 0.5 million, $ 0.1 million and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively.

Company contributions vest immediately for each participant.

1 unchanged sentence

The Company has entered into a variety of agreements financial commitments in the normal course of business with contract research organizations, contract manufacturing organizations, and other third parties for preclinical and clinical development and manufacturing services.

The terms generally provide us with the option to cancel, reschedule and adjust our requirements based on our business needs, prior to the delivery of goods or performance

The terms generally provide us with the option to cancel, reschedule and adjust our requirements based on our business needs, prior to the delivery of goods or performance of services.

Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation.

7 unchanged sentences

Subsequent Events

On January 1, 2024, the Company granted options to purchase an aggregate of 3,362,748 Ordinary Shares to certain employees and directors.

Such options each have an expiration date of ten years from the date of grant and an exercise price of $ 11.17 .

On February 16, 2024, we completed an underwritten public offering (the “Offering”) of 5,871,909 Ordinary Shares at a public offering price of $ 19.00 per Ordinary Share and, in lieu of Ordinary Shares to certain investors, pre-funded warrants (“Pre-Funded Warrants”) to purchase 4,736,841 Ordinary Shares at a public offering price of $ 18.9999 per Pre-Funded Warrant, which represents the per share public offering price for the Ordinary Shares less the $ 0.0001 per share exercise price for each such Pre-Funded Warrant.

Of the 5,871,909 Ordinary Shares issued and sold in the Offering, 1,383,750 Ordinary Shares were issued and sold pursuant to the exercise of the underwriters’ option to purchase additional Ordinary Shares at the public offering price per share.

The Ordinary Shares and Pre-Funded Warrants were issued and sold pursuant to an underwriting agreement among the Company and Jefferies LLC, Leerink Partners LLC, Piper Sandler & Co.

and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule A thereto.

The net proceeds to the Company from the Offering were $ 189.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures