NewAmsterdam Pharma Co N.V. 10-Q

Item 1. Financial Statements. NewAmsterdam Pharma Company N.V. Condensed Consolidated Balance Sheets (Unaudited) September 30, 2025 December 31, 2024 (In thousands of USD) Assets Current assets: Cash and cash equivalents 538,407 771,743 Prepayments and other receivables 28,074 24,272 Employee receivables — 4,951 Marketable securities, current 164,539 62,447 Restricted cash 1,308 — Total current assets 732,328 863,413 Marketable securities, net of current portion 53,091 — Property, plant and equipment, net 323 242 Operating right of use asset 246 431 Intangible assets 439 534 Total assets 786,427 864,620 Liabilities and Shareholders' Equity Current liabilities: Accounts payable 3,632 4,744 Accrued expenses and other current liabilities 10,098 13,608 Deferred revenue, current — 6,008 Lease liability, current 181 246 Derivative earnout liability, current — 44,798 Derivative warrant liabilities 44,361 37,514 Total current liabilities 58,272 106,918 Lease liability, net of current portion 85 202 Total liabilities 58,357 107,120 Commitments and contingencies (Note 12) Shareholders' Equity (deficit): Ordinary shares, € 0.12 par value; 400,000,000 shares authorized; 113,172,684 and 108,064,340 shares issued and outstanding as at September 30, 2025 and December 31, 2024, respectively 14,107 13,444 Additional paid-in capital 1,396,790 1,298,160 Accumulated loss ( 687,467 ) ( 558,571 ) Accumulated other comprehensive income 4,640 4,467 Total shareholders' equity 728,070 757,500 Total liabilities and shareholders' equity 786,427 864,620 See notes to consolidated financial statements. 4 NewAmsterdam Pharma Company N.V. Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 (In thousands of USD, except per share amounts) Revenue 348 29,111 22,471 32,791 Operating expenses: Research and development expenses 30,971 35,702 103,238 116,511 Selling, general and administrative expenses 24,520 18,412 78,936 49,340 Total operating expenses 55,491 54,114 182,174 165,851 Operating loss ( 55,143 ) ( 25,003 ) ( 159,703 ) ( 133,060 ) Other income (expense): Interest income 6,713 4,443 21,119 12,396 Fair value change – earnout — ( 5,414 ) 3,992 ( 11,020 ) Fair value change – warrants ( 23,792 ) 4,644 ( 7,440 ) ( 19,008 ) Loss on disposal of property, plant and equipment ( 1 ) — ( 1 ) — Foreign exchange gains/(losses) 218 4,682 13,137 1,270 Loss before tax ( 72,005 ) ( 16,648 ) ( 128,896 ) ( 149,422 ) Income tax expense (benefit) — ( 1 ) — ( 1 ) Loss for the period ( 72,005 ) ( 16,647 ) ( 128,896 ) ( 149,421 ) Other comprehensive income/(loss) Unrealized gain/(loss) on available-for-sale securities, net of tax 313 — 173 — Total comprehensive loss for the period, net of tax ( 71,692 ) ( 16,647 ) ( 128,723 ) ( 149,421 ) Net loss per ordinary share Basic and diluted $ ( 0.61 ) $ ( 0.18 ) $ ( 1.09 ) $ ( 1.61 ) See notes to consolidated financial statements. 5 NewAmsterdam Pharma Company N.V. Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (In thousands of USD, except share amounts) Shares Amount Additional Paid-In Capital Accumulated Loss Accumulated Other Comprehensive Income Total Shareholders' Equity Balance at December 31, 2023 82,469,768 10,173 590,771 ( 316,973 ) 4,422 288,393 Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs 5,871,909 759 189,207 — — 189,966 Exercise of warrants 926,698 121 19,674 — — 19,795 Exercise of stock options 452,461 60 ( 609 ) — — ( 549 ) Share-based compensation — — 7,965 — — 7,965 Total loss and comprehensive loss for the period — — — ( 93,767 ) — ( 93,767 ) As at March 31, 2024 89,720,836 11,113 807,008 ( 410,740 ) 4,422 411,803 Exercise of warrants 294,521 38 6,268 — — 6,306 Share-based compensation — — 8,337 — — 8,337 Total loss and comprehensive loss for the period — — — ( 39,007 ) — ( 39,007 ) As at June 30, 2024 90,015,357 11,151 821,613 ( 449,747 ) 4,422 387,439 Exercise of Pre-Funded Warrants 2,105,248 279 ( 279 ) — — — Exercise of stock options 45,000 5 53 — — 58 Share-based compensation — — 8,012 — — 8,012 Total loss and comprehensive loss for the period — — — ( 16,647 ) — ( 16,647 ) As at September 30, 2024 92,165,605 11,435 829,399 ( 466,394 ) 4,422 378,862 Balance at December 31, 2024 108,064,340 13,444 1,298,160 ( 558,571 ) 4,467 757,500 Issuance of Earnout Shares 1,743,136 226 40,581 — — 40,807 Exercise of Pre-Funded Warrants 1,293,938 162 ( 162 ) — — — Exercise of warrants 15,942 2 410 — — 412 Exercise of stock options 909,140 116 2,875 — — 2,991 Vesting of RSUs 142,795 18 ( 18 ) — — — Share-based compensation — — 15,213 — — 15,213 Total loss and comprehensive loss for the period — — — ( 39,527 ) ( 33 ) ( 39,560 ) As at March 31, 2025 112,169,291 13,968 1,357,059 ( 598,098 ) 4,434 777,363 Exercise of warrants 100 — 2 — — 2 Exercise of stock options 340,317 46 3,378 — — 3,424 Vesting of RSUs 206 — — — — — Share-based compensation — — 15,179 — — 15,179 Total loss and comprehensive loss for the period — — — ( 17,364 ) ( 107 ) ( 17,471 ) As at June 30, 2025 112,509,914 14,014 1,375,618 ( 615,462 ) 4,327 778,497 Exercise of warrants 23,826 4 633 — — 637 Exercise of stock options 638,944 89 5,529 — — 5,618 Share-based compensation — — 15,010 — — 15,010 Total loss and comprehensive loss for the period — — — ( 72,005 ) 313 ( 71,692 ) As at September 30, 2025 113,172,684 14,107 1,396,790 ( 687,467 ) 4,640 728,070 See notes to consolidated financial statements. 6 NewAmsterdam Pharma Company N.V. Condensed Consolidated Statements of Cash Flows (Unaudited) For the nine months ended September 30, 2025 2024 (In thousands of USD) Operating activities: Loss for the period ( 128,896 ) ( 149,421 ) Non-cash adjustments to reconcile loss before tax to net cash flows: Depreciation and amortization 161 62 Non-cash rent expense 3 8 Fair value change - derivative earnout and warrants 3,448 30,028 Loss on disposal of property, plant and equipment 1 — Foreign exchange (gains)/losses ( 13,137 ) ( 1,270 ) Amortization of premium/discount on available-for-sale debt securities ( 1,381 ) — Share-based compensation 45,402 24,204 Changes in working capital: Changes in prepayments and other receivables ( 3,216 ) ( 8,769 ) Changes in accounts payable ( 409 ) ( 9,751 ) Changes in accrued expenses and other current liabilities ( 2,876 ) ( 708 ) Changes in deferred revenue ( 6,008 ) ( 5,466 ) Net cash used in operating activities ( 106,908 ) ( 121,083 ) Investing activities: Purchase of property, plant and equipment, including internal use software ( 146 ) ( 669 ) Maturities of marketable securities 71,563 — Purchases of marketable securities ( 225,192 ) — Net cash used in investing activities ( 153,775 ) ( 669 ) Financing activities: Proceeds from February 2024 offering of Ordinary Shares and Pre-Funded Warrants — 190,481 Transaction costs on February 2024 issue of Ordinary Shares and Pre-Funded Warrants — ( 515 ) Transaction costs on December 2024 issue of Ordinary Shares and Pre-Funded Warrants ( 1,586 ) — Proceeds from exercise of warrants 458 13,421 Proceeds from exercise of options 16,964 498 Payment of withholding taxes related to net share settlement of exercised options — ( 989 ) Net cash provided by financing activities 15,836 202,896 Net change in cash, cash equivalents and restricted cash ( 244,847 ) 81,144 Foreign exchange differences 12,819 1,135 Cash, cash equivalents and restricted cash at the beginning of the period 771,743 340,450 Cash, cash equivalents and restricted cash at the end of the period 539,715 422,729 Noncash financing and investing activities Right-of-use assets obtained in exchange for new operating lease liabilities — 562 Issuance of earnout shares 40,807 — Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets Cash and cash equivalents 538,407 422,729 Restricted cash 1,308 — 539,715 422,729 See notes to consolidated financial statements 7 NewAmsterdam Pharma Company N.V. Notes to Unaudited Condensed Consolidated Financial Statements Note 1. The Company NewAmsterdam Pharma Company N.V. (“NewAmsterdam Pharma” or the “Company”) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well-tolerated. The Company was incorporated in the Netherlands as a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the name NewAmsterdam Pharma Company B.V. on June 10, 2022. On November 21, 2022, the Company’s corporate form was converted to a Dutch public limited liability company (naamloze vennootschap) and its name was changed to NewAmsterdam Pharma Company N.V. The Company’s ordinary shares, nominal value € 0.12 per share (the "Ordinary Shares") are listed on the Nasdaq Global Market ("Nasdaq") and trade under the symbol “NAMS.” On September 24, 2025, NewAmsterdam Pharma Holding B.V., a non-operating, wholly-owned subsidiary of the Company, merged with and into NewAmsterdam Pharma Company N.V. On the same date, Frazier Life Sciences Acquisition Corporation, a non-operation, wholly-owned subsidiary of the Company, merged with and into NewAmsterdam Pharma Corporation, a wholly-owned subsidiary of the Company. The transactions represent combinations between entities under common control. NewAmsterdam Pharma Holding B.V. and Frazier Life Sciences Acquisition Corporation had no material operations and the mergers had no impact on the consolidated financial statements of the Company. As such, no separate pre-combination results are presented. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on intellectual property, compliance with government regulations and ability to secure additional capital to fund operations. Significant additional research and development efforts and regulatory approval will be required prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Note 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements should be read together with our audited financial statements and accompanying notes for year ended December 31, 2024, included in our Annual Report on Form 10-K (the "Annual Report"), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025. Any terms not defined herein take the meaning as defined in the Annual Report. The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the SEC regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2024 included herein has been derived from the audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments which are necessary for a fair statement of the Company’s financial information. The interim results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year. The unaudited condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Any reference in these notes to the applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany accounts and transactions. Except for the policy described below, the accounting policies of the Company are consistent with those described in Note 2 of the consolidated financial statements included within the Annual Report. Restricted Cash The Company maintains certain cash balances restricted to withdrawal or use. Restricted cash includes cash held as collateral for certain contractual agreements. 8 Note 3. Revenue Menarini Supply Agreement On August 12, 2025, NewAmsterdam Pharma B.V. entered into a supply agreement with A. Menarini International Licensing S.A. (“Menarini”) to provide commercial supply of Products (as defined below) for distribution in specified European territories (the “Menarini Supply Agreement”). The Company recognizes revenue from the sale of obicetrapib tablets, as a monotherapy and as a fixed-dose combination therapy with ezetimibe, or from the sale of active pharmaceutical ingredients for the manufacture of such tablets (collectively, “Products”). The Company’s product supply revenue is recognized at a point in time when the performance obligation is satisfied by transferring control of the promised goods or services to the customer and it is probable that it will collect the consideration to which it is entitled. In accordance with the terms of the Menarini Supply Agreement, control of the product is transferred upon the conveyance of title, which occurs when the product is made available to the customer. The transaction price is contractually fixed at a markup of the actual cost of goods sold. Due to the cost-based nature of the agreement, the pricing structure includes a variable component which is measured using the expected value method. At each reporting period end, the Company updates its estimate of the transaction price using actual cost data and forecasted expenses. The Company considers the variable consideration constraint under ASC 606 to ensure that it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company will invoice the customer upon the acceptance of purchase orders and is not adjusted for a significant financing component as the period between the transfer of goods and payment is less than one year. The Company states revenues net of any taxes collected from customers that are required to be remitted to various government agencies. The amount of taxes collected from customers and payable to governmental entities is included on the balance sheet as part of accrued expenses and other current liabilities. Revenue consisted of the following: Three months ended September 30, Nine months ended September 30, (In thousands of USD) 2025 2024 2025 2024 License revenue attributed from license performance obligation — 27,325 — 27,325 License revenue attributed from R&D performance obligation — 1,786 22,123 5,466 Supply revenue 348 — 348 — Total revenue 348 29,111 22,471 32,791 During the nine months ended September 30, 2025 it was determined that the R&D performance obligation was satisfied in full and, as such, all of the deferred revenue on the consolidated balance sheet as of January 1, 2025 has been recognized as revenue during the period. In addition, during the nine months ended September 30, 2025 , it was determined that the second of two development cost reimbursements was probable to be realized with no significant reversals. As such, the amount of the reimbursement was added to the transaction price resulting in the recognition of $ 16.1 million in revenue attributed to the R&D performance obligation. Note 4. Cash, cash equivalents and marketable securities A summary of cash, cash equivalents and marketable securities held by the Company as of September 30, 2025 and December 31, 2024 is as follows: As at September 30, 2025 (In thousands of USD) Amortized cost Unrealized gains Unrealized losses Fair value Cash and cash equivalents: Cash 500,953 — — 500,953 Money market funds (Level 1) 37,454 — — 37,454 Total cash and cash equivalents 538,407 — — 538,407 Marketable securities US government securities due within one year (Level 1) 149,451 105 — 149,556 US government agency securities due within one year (Level 2) 14,985 — ( 2 ) 14,983 US government securities due between one and two years (Level 1) 40,738 115 ( 2 ) 40,851 US government agency securities due between one and two years (Level 2) 12,238 9 ( 7 ) 12,240 Total marketable securities 217,412 229 ( 11 ) 217,630 9 As at December 31, 2024 (In thousands of USD) Amortized cost Unrealized gains Unrealized losses Fair value Cash and cash equivalents: Cash 733,826 — — 733,826 Money market funds (Level 1) 25,444 — — 25,444 US government agency securities (Level 2) 12,473 — — 12,473 Total cash and cash equivalents 771,743 — — 771,743 Marketable securities US government securities due within one year (Level 1) 37,711 34 — 37,745 US government agency securities due within one year (Level 2) 24,691 11 — 24,702 Total marketable securities 62,402 45 — 62,447 Note 5. Fair Value Measurements As of September 30, 2025 and December 31, 2024, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following: As at September 30, 2025 (In thousands of USD) Level 1 Level 2 Level 3 Total Derivative warrant liability (Public Warrants) 41,504 — — 41,504 Derivative warrant liability (Private Placement Warrants) — 2,857 — 2,857 Derivative earnout liability — — — — Total financial liabilities 41,504 2,857 — 44,361 As at December 31, 2024 (In thousands of USD) Level 1 Level 2 Level 3 Total Derivative warrant liability (Public Warrants) 35,134 — — 35,134 Derivative warrant liability (Private Placement Warrants) — 2,380 — 2,380 Derivative earnout liability — — 44,798 44,798 Total financial liabilities 35,134 2,380 44,798 82,312 The estimated fair value of the derivative earnout liability was determined using Level 3 inputs, other than the Company's share price as a Level 1 input, as no observable market inputs were available. The derivative earnout liability has been measured at fair value using a Black-Scholes pricing model. Given the assumed zero dividend rate and the fact that no strike price exists that would have led to any volatility measure relative to the Company's share price, the fair value of the earnout liability resulting from the Black-Scholes pricing model is entirely driven by the Company’s closing share price as a Level 1 input and the probability of milestone completion as a Level 3 input. As such, the relevant inputs to the fair value of the derivative earnout liability are as follows: At settlement December 31, 2024 Ordinary Share value (USD) $ 23.41 $ 25.70 Probability of milestone completion 100 % 100 % Dividend yield 0 % 0 % Strike price (USD) 0.00 0.00 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 valuation dates. The following table presents a reconciliation of the derivative earnout liability measured on a recurring basis using Level 3 inputs as of September 30, 2025: Balance on December 31, 2024 44,798 Change in fair value recognized through profit and loss ( 3,992 ) Settlement of derivative earnout liability upon achievement of milestone ( 40,806 ) Balance on September 30, 2025 — In March 2025 it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement, dated July 25, 2022 (the “Business Combination Agreement”), by and among the Company, NewAmsterdam Pharma Holding B.V., Frazier Lifesciences Acquisition Corporation (“FLAC”), and NewAmsterdam Pharma Investment Corporation (the “Business Combination”) had occurred. As a 10 result, the derivative earnout liability was settled in full, with a total of 1,743,136 Ordinary Shares issued in accordance with the terms of the Business Combination Agreement. Note 6. Prepayments and Other Receivables Prepayments and other receivables consisted of the following: (In thousands of USD) September 30, 2025 December 31, 2024 Prepaid research and development costs 6,330 5,704 Other prepaid expenses 1,495 2,214 License fee receivable 16,144 14,285 Value added tax receivable 206 321 Other receivables 3,899 1,748 Total prepayments and other receivables 28,074 24,272 Note 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands of USD) September 30, 2025 December 31, 2024 Accrued research and development materials and services 2,147 2,069 Accrued compensation and benefits 5,870 8,721 Accrued professional fees and other 2,081 2,818 Total accrued expenses and other current liabilities 10,098 13,608 Note 8. Shareholders’ Equity At-the-Market Offering On August 9, 2024, we entered into an amended and restated sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), pursuant to which we may issue and sell from time to time up to $ 250 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 nine months ended September 30, 2025 , we did no t sell any Ordinary Shares pursuant to the Sales Agreement. Issuance of Earnout Shares In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, a total of 1,743,136 Ordinary Shares were issued in accordance with the terms of the Business Combination Agreement. 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 (as defined below) which had been exercised, but for which the exercise price had not yet been remitted. All such receivables were paid during January and February 2025. Note 9. Share-Based Compensation The Company has four Share-based payment plans and one restricted share award in place as at September 30, 2025: • The Company’s Long-Term Incentive Plan (the “LTIP Plan”); • The Company’s Supplementary Long-Term Incentive Plan (the “Supplementary Plan”); • The Company’s Rollover Option Plan (the “Rollover Plan”); • The Company’s Inducement Plan (the “Inducement Plan,” together with the LTIP Plan, the Supplementary Plan and the Rollover Plan, the “Plans”); and • Chief Executive Officer Restricted Share Award. 11 The Plans The Plans are equity-settled, and the Company may grant various forms of equity awards, including the granting of options to purchase Ordinary Shares (“Company Options”) and restricted stock units (“RSUs”), pursuant to the Plans. In total, as of September 30, 2025 , a maximum of 28,435,355 Ordinary Shares may be reserved for issuance pursuant to the Plans. The number of Ordinary Shares reserved for grant under the LTIP 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 Company's Board of Directors. The contractual term is 10 years from grant date for options granted under the Plans. In general, each Company Option 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 . In general, each RSU, other than the Earnout RSUs, has a three-year vesting period with one-third vesting on each one-year anniversary of the vesting start date. The changes for the nine months ended September 30, 2025 in the number of Company Options outstanding related to Ordinary Shares and their related weighted average exercise prices are as follows: Number of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands of USD) Outstanding as at December 31, 2024 19,029,056 $ 10.04 Granted 4,696,058 $ 24.35 Exercised ( 1,888,401 ) $ 6.43 Forfeited ( 63,961 ) $ 21.42 Outstanding as at September 30, 2025 21,772,752 $ 13.43 7.8 326,817 Options exercisable as at September 30, 2025 10,100,693 $ 9.24 7.1 193,898 The weighted average grant date fair value of Company Options, estimated as of the grant date using the Black-Scholes option pricing model, was $ 12.54 , and $ 6.60 per option for options granted during the nine months ended September 30, 2025 and 2024, respectively. The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of Company Options exercised during the nine months ended September 30, 2025 and 2024 was $ 30.3 million and $ 8.7 million, respectively. Weighted average assumptions used to apply this pricing model were as follows: Nine months ended September 30, 2025 2024 Expected term (years) 6.1 6.1 Risk-free interest rate 4.3 % 3.9 % Expected volatility 47.6 % 41.7 % Expected dividend yield 0.0 % 0.0 % Expected Term The expected term represents the period that the Company Options are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company Options. Expected Volatility 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. 40 % in Q3 2025), 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 to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the 12 Company Options. 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 Company Options. Risk-Free Interest Rate The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected term of the Company Options. Expected Dividend Yield The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends on its Ordinary Shares. Restricted Stock Units As at December 31, 2024 the Company had allocated 143,002 Earnout Shares to be granted to Participating Optionholders if and when a certain clinical development milestone is achieved during the earnout period. In March 2025 it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred and, as a result, Earnout Shares were delivered in the form of awards of RSUs (the “Earnout RSUs”) granted pursuant to the LTIP Plan to such Participating Optionholders who were, at the time of achievement of such milestone, still providing services to the Company. In total, 143,001 Earnout RSUs were granted, all of which have vested as of September 30, 2025. Though the Earnout RSUs were only legally granted upon the achievement of the milestone triggering event, in accordance with ASC 718, the Company determined the grant date of such Earnout RSUs to be November 22, 2022 for accounting purposes and began recognizing the associated share-based compensation expenses once the milestone was deemed probable to occur. The changes for the nine months ended September 30, 2025 in the number of RSUs outstanding are as follows: Number of RSUs Weighted average fair value per share Outstanding as at December 31, 2024 143,002 $ 9.84 Granted 729,444 $ 25.14 Vested ( 143,001 ) $ 9.84 Forfeited/Cancelled ( 4,537 ) $ 25.96 Outstanding as at September 30, 2025 724,908 $ 25.14 The following summarizes the share-based compensation expense recognized by type of award and line-item: Three months ended September 30, Nine months ended September 30, (in thousands of USD) 2025 2024 2025 2024 Share-based compensation expense by type of award Share options 12,222 7,996 37,312 24,204 Restricted stock units 2,788 — 8,090 — Total share-based compensation expense 15,010 7,996 45,402 24,204 Share-based compensation expense by line-item Research and development expenses 4,979 3,043 15,310 9,514 Selling, general and administrative expenses 10,031 4,953 30,092 14,690 Total share-based compensation expense 15,010 7,996 45,402 24,204 As of September 30, 2025, there was $ 48.0 million and $ 10.3 million of unrecognized compensation cost related to Company Options and RSUs that have not yet vested, respectively. These costs are expected to be recognized over a weighted average period of 3.0 years and 2.3 years until fully vested for the Company Options and RSUs, respectively. Note 10. 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, our license agreement with Menarini, dated June 23, 2022, as amended (the "Menarini License") and the Menarini Supply Agreement have been the only sources of revenue to the Company and all such revenues derive from Italy. 13 The chief operating decision maker assesses performance and decides how to allocate resources based on consolidated net loss and 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. Adjusted 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 loss before taxes for the Company's single segment for each of the three and nine months ended September 30, 2025 and 2024: Three months ended September 30, Nine months ended September 30, (In thousands of USD) 2025 2024 2025 2024 Revenue 348 29,111 22,471 32,791 Interest income 6,713 4,443 21,119 12,396 Less: Personnel expense 10,352 8,943 30,415 21,229 External R&D expense 19,075 24,824 62,979 85,877 Manufacturing expense 3,191 4,612 13,321 12,550 Regulatory expense 1,092 819 3,134 1,719 Commercial programs 3,889 3,055 15,192 9,294 General and administrative expense 2,757 3,776 11,386 10,792 Depreciation and amortization 125 89 345 186 Segment adjusted loss before tax ( 33,420 ) ( 12,564 ) ( 93,182 ) ( 96,460 ) Reconciliation to consolidated net loss Share-based compensation expense ( 15,010 ) ( 7,996 ) ( 45,402 ) ( 24,204 ) Change in fair value - derivatives ( 23,792 ) ( 770 ) ( 3,448 ) ( 30,028 ) Loss on disposal of property, plant and equipment ( 1 ) — ( 1 ) — Foreign exchange gains/(losses) 218 4,682 13,137 1,270 Income tax (expense)/benefit — 1 — 1 Consolidated net loss for the period ( 72,005 ) ( 16,647 ) ( 128,896 ) ( 149,421 ) Note 11. Net Loss per Ordinary Share For the purposes of calculating the weighted-average number of Ordinary Shares outstanding, the Ordinary Shares underlying the pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”) issued in the February 2024 follow-on offering and the December 2024 follow-on offering are included. Basic and diluted net loss per Ordinary Share was calculated as follows: Three months ended September 30, Nine months ended September 30, (In thousands of USD, except share and per share amounts) 2025 2024 2025 2024 Net loss ( 72,005 ) ( 16,647 ) ( 128,896 ) ( 149,421 ) Weighted average Ordinary Shares outstanding, basic and diluted 119,000,266 94,754,140 117,904,432 92,666,874 Net loss per Ordinary Share, basic and diluted ( 0.61 ) ( 0.18 ) ( 1.09 ) ( 1.61 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average Ordinary Shares outstanding as they would be anti-dilutive: As at September 30, 2025 2024 Stock options 21,772,752 20,180,954 Restricted stock units 724,908 — Outstanding warrants 2,592,713 2,700,152 Total 25,090,373 22,881,106 14 Note 12. Commitments and Contingencies Commitments The Company has entered into a variety of agreements and 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 the Company with the option to cancel, reschedule and adjust its requirements based on the Company's 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 the Company's service providers, up to the date of cancellation. However, some of the Company's service providers also charge cancellation fees upon cancellation. The amount and timing of such payments are not known, but at September 30, 2025 they are estimated to be a maximum of $ 39.4 million. According to the terms of the Menarini License the Company will be responsible for development and commercialization costs related to Licensed Products (as defined in the Menarini License) other than those in the Menarini Territory (as defined in the Menarini License). In addition, under specified conditions of the agreement, the Company agreed to bear 50 % of certain development costs incurred by the other party in the development of the Licensed Products in the Menarini Territory. Note 13. Related Parties In the ordinary course of business, the Company may enter into transactions with entities that are associated with a party that meets the criteria of a related party of the Company. These transactions are reviewed quarterly and to date have not been material to the Company’s consolidated financial statements. 15 Ite m 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our audited financial statements and accompanying notes for the year ended December 31, 2024, included in our Annual Report on Form 10-K (the "Annual Report"), filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Annual Report and this Quarterly Report. Our operating results are not necessarily indicative of results that may occur for the full fiscal year or any other future period. Overview We are a late-stage biopharmaceutical company whose mission is to improve patient care in populations with cardiometabolic diseases where currently approved therapies have not been adequate or well tolerated. We seek to fill a significant unmet need for a safe, well tolerated and convenient low-density lipoprotein cholesterol (“LDL-C”) lowering therapy. In multiple Phase 3 trials, we have investigated obicetrapib, an oral, low-dose, once-daily, highly selective cholesteryl ester transfer protein (“CETP”) inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of cardiovascular disease (“CVD”) with elevated LDL-C, for whom existing therapies are not sufficiently effective or well tolerated. We believe that CETP inhibition may also play a role in other indications by potentially mitigating the risk of developing diseases such as Alzheimer’s disease (“AD”). Obicetrapib is a next-generation, oral, low-dose, highly selective CETP inhibitor that we are developing to potentially overcome the limitations of current LDL-C lowering treatments. In addition to LDL-C, in clinical trials obicetrapib has shown significant reductions in lipoprotein (a) (“Lp(a)”) and small LDL particles, all with safety comparable to placebo. We believe that obicetrapib has the potential to be a once-daily oral CETP inhibitor for lowering LDL-C, if approved. In each of our Phase 3 clinical trials, BROADWAY and BROOKLYN, evaluating obicetrapib as an adjunct to high-intensity statin therapy, obicetrapib met its primary and secondary endpoints, with statistically significant reductions in LDL-C observed. In our Phase 3 TANDEM clinical trial, evaluating obicetrapib in combination with ezetimibe as an adjunct to high-intensity statin therapy, obicetrapib in combination with ezetimibe met its primary and secondary endpoints, with statistically significant reductions in LDL-C observed. In five of our Phase 2 clinical trials, TULIP, ROSE, OCEAN, ROSE2 and our Japan Phase 2b clinical trial, evaluating obicetrapib as a monotherapy or a combination therapy with ezetimibe 10 mg, we observed statistically significant LDL-C lowering with side effects similar in frequency and severity to placebo including muscle-related side effects and drug-related treatment emergent serious adverse events. We have observed obicetrapib to be well tolerated in an aggregate of over 3,500 patients with low or moderately elevated LDL-C levels (“dyslipidemia”) in our clinical trials to date. Furthermore, we believe that obicetrapib’s oral delivery, demonstrated activity at low doses, chemical properties and tolerability make it well-suited for combination approaches. Lowering of LDL-C, has been associated with major adverse cardiovascular events (“MACE”) benefit in trials of LDL-C lowering drugs, including the REVEAL trial with the CETP inhibitor, anacetrapib. In our Phase 3 BROADWAY clinical trial we observed a 21% reduction in the exploratory MACE endpoint (coronary heart disease death, non-fatal myocardial infarction, non-fatal stroke and coronary revascularization) and we are performing a Phase 3 cardiovascular outcomes trial (“CVOT”), PREVAIL, to reconfirm this relationship. We completed enrollment in PREVAIL in April 2024. PREVAIL will continue until the last participant has been followed for a minimum of 2.5 years and the target number of MACE events have occurred. As a result, the earliest the trial could conclude based on the minimum follow-up period is the end of 2026. However, we will continue the trial until the target number of MACE events occur, which could likely require the trial to continue beyond this point. In our clinical trials, obicetrapib has not only reduced LDL-C but also several additional biomarkers associated with MACE including non-HDL-C, apolipoprotein B, and small dense lipoprotein particles. We have also observed reductions in Lp(a), which is believed to be an independent MACE risk factor, along with reductions in total 16 lipoprotein (“LDL”) particles and more specifically small LDL particles, which are believed to be more atherogenic particles. CVD is a leading cause of death worldwide. Atherosclerotic cardiovascular disease (“ASCVD”) is primarily caused by atherosclerosis, which involves the build-up of fatty material within the inner walls of the arteries. Atherosclerosis is the primary cause of heart attacks, strokes and peripheral vascular disease. One of the most important risk factors for ASCVD is hypercholesterolemia, which refers to elevated LDL-C levels within the body, commonly known as high cholesterol. A significant proportion of patients with high cholesterol do not achieve acceptable LDL-C levels using statin therapy alone. We estimate that in the United States there are approximately 30 million patients that are not at their risk-based LDL-C goals despite treatment with lipid lowering therapy, including approximately 13 million with ASCVD. Existing non-statin treatment options have been largely unable to address the needs of patients with high cholesterol due to limited efficacy, an inconvenient injectable administration route and, in the past, market access restrictions. It is estimated that over 75% of ASCVD and heterozygous familial hypercholesterolemia (“HeFH”) outpatients prefer oral drugs to injectable therapies. Our goal is to develop and commercialize an LDL-C lowering monotherapy and a fixed-dose combination therapy, which offers the advantage of a single, low dose, once-daily oral pill, and fulfills the significant unmet need for an effective and convenient LDL-C lowering therapy. If we obtain marketing approval, we intend to commercialize obicetrapib for patients with ASCVD and/or HeFH and elevated levels of LDL-C despite being treated with currently available optimal lipid lowering therapy. We have partnered with A. Menarini International Licensing S.A. ("Menarini"), providing them with the exclusive rights to commercialize obicetrapib 10 mg, either as a sole active ingredient product or in a fixed-dose combination with ezetimibe, in the majority of European countries, if approved. Subject to receipt of marketing approval, our current plan is to pursue development and commercialization of obicetrapib in the United States ourselves, and to consider additional partners for jurisdictions outside of the United States and the European Union (the “EU”), including in Japan and China. In addition to our partnership with Menarini, we may in the future utilize a variety of types of collaboration, license, monetization, distribution and other arrangements with other third parties relating to the development or commercialization, once approved, of obicetrapib or future product candidates or indications. We are also continually evaluating the potential acquisition or license of new product candidates. Third Quarter Highlights Acceptance of Marketing Authorization Applications for Review by European Medicines Agency for Obicetrapib On August 18, 2025 we announced that the European Medicines Agency (“EMA”) validated the Marketing Authorization Applications (“MAAs”) for obicetrapib 10 mg monotherapy and 10 mg obicetrapib plus 10 mg ezetimibe fixed-dose combination (“FDC”) for patients with primary hypercholesterolemia, both HeFH and non-familial or mixed dyslipidemia. The MAAs were submitted by our partner, Menarini, who is responsible for communications with regulatory authorities in Europe and for the commercialization and local development of obicetrapib in Europe and other collaborative activities pursuant to an exclusive license agreement with us (the "Menarini License"). Menarini Supply Agreement On August 12, 2025, we entered into a Supply Agreement with Menarini as contemplated by the Menarini License. Under the terms of the Supply Agreement, we agreed to supply Menarini with obicetrapib monotherapy and obicetrapib plus ezetimibe fixed-dose combination finished products in bulk tablet form (the “Drug Products”). We will initially be Menarini’s exclusive supplier of the Drug Products. The price to be paid by Menarini will be based on a specified mark-up to our “cost of goods sold” for the supplied Drug Products as determined in accordance with the Supply Agreement, subject to periodic adjustments. The Supply Agreement also provides for the initiation of a process to transfer manufacturing of the Drug Products to Menarini or to a designated third-party contract manufacturer. In connection with the manufacturing transfer, we granted Menarini a non-exclusive, non-transferable license under our patents and know-how to manufacture finished Drug Products. 17 Components of our Results of Operations Revenue To date, we have not generated significant revenue from the sale of pharmaceutical products. Our revenue has been primarily derived from the Menarini License. Two performance obligations for the Menarini License were identified at contract inception, comprising a license to use our intellectual property (the “license performance obligation”) and a promise to continue the development activities for the licensed compound (the “R&D performance obligation”). Pursuant to the Menarini License, we received a non-refundable, non-creditable upfront amount of $120.9 million (€115.0 million) from Menarini on July 7, 2022, of which $98.6 million (€93.5 million) was attributed to the license performance obligation and recognized as revenue upon the execution of the Menarini License on June 23, 2022. The remaining $22.3 million (€21.5 million) was attributed to the R&D performance obligation and initially recognized as deferred revenue. As of September 30, 2025, the R&D performance obligation had been deemed to be completely satisfied and all deferred revenue related to such performance obligation was recognized. 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 and attributed entirely 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 out of our control, the fixed €27.5 million was considered constrained at contract execution and was not initially recognized within the transaction price until it becomes highly probable of no significant revenue reversal. As of September 30, 2025, both annual development cost contributions had been recognized within the transaction price. Under the Menarini License, we are also entitled to receive certain cost sharing payments, sales-based royalties and payments based upon the achievement of defined development, regulatory and commercial milestones linked to the enhanced value of the license performance obligation. These milestones are contingent payments and represent variable considerations 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. Our ability to receive and generate revenue from these payments is dependent upon a number of factors, including our ability to successfully complete the development of and obtain regulatory approval for obicetrapib within the Menarini Territory (as defined in the Menarini License). The uncertainty of achieving these milestones significantly impacts our ability to generate revenue. At the end of each reporting period, we assess the probability of significant reversals for any amounts that become likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price. In addition, we entered into the Menarini Supply Agreement to provide commercial supply of Drug Products for distribution by Menarini in specified European territories. We recognize revenue from the sale of obicetrapib tablets, as a monotherapy and as a FDC therapy with ezetimibe, and from the sale of active pharmaceutical ingredients to Menarini for the manufacturer of such tablets. Our product supply revenue is recognized at a point in time when the performance obligation is satisfied by transferring control of the promised goods or services to the customer and it is probable that we will collect the consideration to which we are entitled. In accordance with the terms of the Menarini Supply Agreement, control of the product is transferred upon the conveyance of title, which occurs when the product is made available to Menarini. The transaction price is contractually fixed at a markup of the actual cost of goods sold. Due to the cost-based nature of the agreement, the pricing structure includes a variable component which is measured using the expected value method. At each reporting period end, we update our estimate of the transaction price using actual cost data and forecasted expenses. We state revenues net of any taxes collected from customers that are required to be remitted to various government agencies. Any revenue generated from potential future collaborations or product sales may vary due to the many uncertainties in the development of obicetrapib and other factors. Research and Development Expenses 18 Research and development expenses are recognized as an expense when incurred and are typically made up of costs from our clinical and preclinical activities, drug development and manufacturing costs, and costs for contract research organizations (“CROs”) and investigative sites. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data provided by vendors of their actual costs incurred. At each balance sheet date, we estimate the level of services provided by vendors and the associated expenditure incurred for the services performed. All such costs are for the purpose of advancing our product candidates to successfully complete clinical development, attain regulatory approval and, if approved, commercialize our product candidates. Much of our current focus in our ongoing trials is on patient recruitment and retention and data cleaning. Research and development expenses consist of the following: • clinical expenses primarily incurred by CROs assisting with our sponsored clinical trials and including clinical investigator costs, patient enrollments and costs of clinical sites; • manufacturing expenses arising from investments in commercial manufacturing capabilities and active pharmaceutical ingredient and drug product development as performed by our contract manufacturing organizations (“CMOs”); • costs associated with obtaining potential regulatory approval of our product candidates, including preparation and submission of filings, ongoing monitoring and compliance with comments and recommendations provided by regulatory authorities, and regulatory-related advisory fees; • contracted personnel and employment costs attributed to research and development efforts, which includes management fees, salaries, share-based compensation expenses, bonus plans and payments to contractors who work for us for a fixed number of hours per week or per month; • preclinical and nonclinical research and development expenses of our product candidates; and • other clinical costs such as clinical trial insurance and other consultancy fees. We expect our research and development expenses to be significant as we advance our product candidates through clinical trials and pursue regulatory approval. The process of conducting the necessary clinical trials to obtain regulatory approval is costly and time-consuming. Clinical trials generally become larger and more costly to conduct as they advance into later stages and, in the future, we will be required to make estimates for expense accruals related to clinical trial expenses. At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the development of obicetrapib as a monotherapy and as a fixed-dose combination with ezetimibe. See the section entitled “ Risk Factors—Risks Related to Our Product Development, Regulatory Approval and Commercialization ” contained in the Annual Report for more information regarding the risks associated with clinical development. Selling, General and Administrative Expenses We recognize selling, general and administrative expenses on the accrual basis when incurred. These expenses mainly relate to consultant fees, employee costs, legal costs, marketing and communication, intellectual property costs related to drug patent development and protection globally, and general overhead costs. Due to the general growth of the organization associated with administering ongoing and planned clinical trials and our focus on commercial preparedness, we expect that our selling, general and administrative expenses may increase. We will incur increased accounting, audit, legal, regulatory, compliance, director and officer insurance costs as well as investor and public relations expenses associated with being a public company. Additionally, if and when a regulatory approval of a product candidate appears likely, we anticipate an increase in payroll and expenses as a result of our preparation for commercial operations. Interest Income Interest income is recognized using the effective interest rate method. Interest income for the three and nine months ended September 30, 2025 and 2024 is related to interest earned on cash, cash equivalents and marketable securities. Net Foreign Exchange Gain/Loss 19 Our exchange gain relates mainly to cash balances denominated in foreign currencies, but also to transactions denominated in foreign currencies. Our foreign currency exposure is mainly related to the Euro. As of September 30, 2025, our net exposure to foreign currency risk was $112.8 million, as compared to $108.6 million as of December 31, 2024. Income Tax We have a history of losses and therefore have de minimis amounts of corporate tax. We expect to continue incurring losses as we continue to invest in our clinical and preclinical development programs. Consequently, any deferred tax assets are fully offset by a valuation allowance on our balance sheet. Results of Operations Comparison of the three months ended September 30, 2025 and 2024 The following table summarizes our consolidated statements of operations for the periods indicated: For the three months ended September 30, (In thousands of USD) 2025 2024 Change Revenue 348 29,111 (28,763 ) Operating Expenses: Research and development expenses 30,971 35,702 (4,731 ) Selling, general and administrative expenses 24,520 18,412 6,108 Total operating expenses 55,491 54,114 1,377 Operating Loss (55,143 ) (25,003 ) (30,140 ) Other income (expense): Interest Income 6,713 4,443 2,270 Fair value change - earnout — (5,414 ) 5,414 Fair value change - warrants (23,792 ) 4,644 (28,436 ) Loss on disposal of fixed assets (1 ) — (1 ) Foreign exchange gains/(losses) 218 4,682 (4,464 ) Loss before tax (72,005 ) (16,648 ) (55,357 ) Income tax expense — (1 ) 1 Loss for the period (72,005 ) (16,647 ) (55,358 ) Revenue Revenue was $0.3 million for the three months ended September 30, 2025 compared to $29.1 million for the three months ended September 30, 2024, a decrease of $28.8 million, or 99%. This decrease is largely due to the recognition of $27.3 million of revenue from the Menarini License related to a clinical development milestone which was earned in the three months ended September 30, 2024 while there were no clinical milestones earned in the three months ended September 30, 2025. Research and Development Expenses Research and development expenses were $31.0 million for the three months ended September 30, 2025 compared to $35.7 million for the three months ended September 30, 2024, a decrease of $4.7 million, or 13%. This was primarily driven by: • a $6.6 million decrease in clinical expenses mainly due to the completion of several Phase 3 clinical trials in the second half of 2024 and cost phasing in ongoing clinical trials; and • a $1.4 million decrease in manufacturing costs mainly driven by the completion of certain investments in commercial manufacturing capabilities during the current period; partially offset by: • a $2.2 million increase in personnel expenses related to research and development activities primarily driven by our share-based compensation arrangements which account for $1.9 million of the increase; and 20 • a $0.7 million increase in non-clinical expenses due to greater activity related to pipeline expansion and product lifecycle management. The following table summarizes our research and development expenses for the periods indicated: For the three months ended September 30, (In thousands of USD) 2025 2024 Change Clinical expenses 17,447 24,083 (6,636 ) Non-clinical expenses 1,428 707 721 Personnel expenses 7,624 5,448 2,176 Manufacturing costs 3,186 4,612 (1,426 ) Regulatory expenses 1,093 819 274 Other research and development costs 193 33 160 Total research and development expenses 30,971 35,702 (4,731 ) Selling, General and Administrative Expenses Selling, general and administrative expenses were $24.5 million for the three months ended September 30, 2025 compared to $18.4 million for the three months ended September 30, 2024, an increase of $6.1 million or 33%. This was primarily driven by a $6.3 million increase in personnel expenses related to selling, general and administrative activities primarily driven by our share-based compensation arrangements which account for $5.1 million of the increase. The remainder was largely due to increased recruitment and employment costs for individuals involved with administrative and commercial preparedness activities to support the growth of the organization and operation as a public company. Interest Income Interest income was $6.7 million for the three months ended September 30, 2025 compared to $4.4 million for the three months ended September 30, 2024, an increase of $2.3 million or 52%. This increase was largely driven by an increase in the amount of cash, cash equivalents and marketable securities on which interest was earned. Fair Value Change - Earnout Fair value change - earnout was nil for the three months ended September 30, 2025 compared to a loss of $5.4 million for the three months ended September 30, 2024. The earnout liability was settled in full in March 2025. Fair Value Change - Warrants Fair value change - warrants was a loss of $23.8 million for the three months ended September 30, 2025 compared to a gain of $4.6 million for the three months ended September 30, 2024. The change is driven by changes in the market price of the warrants trading under the symbol “NAMSW” (the “Warrants”) during the period. Foreign Exchange Gains/(Losses) Net foreign exchange gains/(losses) were a gain of $0.2 million for the three months ended September 30, 2025 compared to a gain of $4.7 million for the three months ended September 30, 2024. This change was largely driven by movements in the exchange rate for Euros which is our primary foreign currency exposure. Loss for the Period Loss for the period was $72.0 million for the three months ended September 30, 2025 compared to $16.6 million for the three months ended September 30, 2024, an increase of $55.4 million. The individual components of the change are described above. Comparison of the nine months ended September 30, 2025 and 2024 The following table summarizes our consolidated statements of operations for the periods indicated: 21 For the nine months ended September 30, (In thousands of USD) 2025 2024 Change Revenue 22,471 32,791 (10,320 ) Operating Expenses: Research and development expenses 103,238 116,511 (13,273 ) Selling, general and administrative expenses 78,936 49,340 29,596 Total operating expenses 182,174 165,851 16,323 Operating Loss (159,703 ) (133,060 ) (26,643 ) Other income (expense): Interest Income 21,119 12,396 8,723 Fair value change - earnout 3,992 (11,020 ) 15,012 Fair value change - warrants (7,440 ) (19,008 ) 11,568 Loss on disposal of fixed assets (1 ) — (1 ) Foreign exchange gains/(losses) 13,137 1,270 11,867 Loss before tax (128,896 ) (149,422 ) 20,526 Income tax expense — (1 ) 1 Loss for the period (128,896 ) (149,421 ) 20,525 Revenue Revenue was $22.5 million for the nine months ended September 30, 2025 compared to $32.8 million for the nine months ended September 30, 2024, a decrease of $10.3 million, or 31%. This decrease was largely due to the recognition of $27.3 million of revenue from the Menarini License related to a clinical development milestone which was earned in the nine months ended September 30, 2024 while there were no clinical milestones earned in the three months ended September 30, 2025. The decrease in revenue related to clinical development milestones pursuant to the Menarini License was partially offset by the recognition of $16.1 million of revenue in the current period related to the second installment of development cost contributions under the Menarini License. Research and Development Expenses Research and development expenses were $103.2 million for the nine months ended September 30, 2025 compared to $116.5 million for the nine months ended September 30, 2024, a decrease of $13.3 million, or 11%. This was primarily driven by: • a $29.7 million decrease in clinical expenses mainly due to the completion of several Phase 3 clinical trials in the second half of 2024 and cost phasing in ongoing clinical trials; partially offset by: • a $7.5 million increase in personnel expenses related to research and development activities primarily driven by our share-based compensation arrangements which accounted for $5.8 million of the increase; • a $6.8 million increase in non-clinical expenses due to greater activity related to pipeline expansion and product lifecycle management; • a $1.4 million increase in regulatory expenses primarily driven by the preparation and planned submission of regulatory applications for obicetrapib; and • a $0.8 million increase in manufacturing expenses driven by investments in commercial manufacturing capabilities. The following table summarizes our research and development expenses for the periods indicated: 22 For the nine months ended September 30, (In thousands of USD) 2025 2024 Change Clinical expenses 54,426 84,174 (29,748 ) Non-clinical expenses 8,291 1,503 6,788 Personnel expenses 23,815 16,366 7,449 Manufacturing costs 13,316 12,550 766 Regulatory expenses 3,135 1,719 1,416 Other research and development costs 255 199 56 Total research and development expenses 103,238 116,511 (13,273 ) Selling, General and Administrative Expenses Selling, general and administrative expenses were $78.9 million for the nine months ended September 30, 2025 compared to $49.3 million for the nine months ended September 30, 2024, an increase of $29.6 million or 60%. This was primarily driven by: • a $22.9 million increase in personnel expenses related to selling, general and administrative activities primarily driven by our share-based compensation arrangements which accounted for $15.4 million of the increase. The remainder was largely due to increased recruitment and employment costs for individuals involved with administrative and commercial preparedness activities to support the growth of the organization and operation as a public company; • a $4.6 million increase in marketing and communication expenses related to startup costs as we began to build capabilities to support our planned commercial launch of obicetrapib, if approved; and • a $1.4 million increase in costs related to our intellectual property primarily driven by worldwide patent filings. Interest Income Interest income was $21.1 million for the nine months ended September 30, 2025 compared to $12.4 million for the nine months ended September 30, 2024, an increase of $8.7 million or 70%. This increase was largely driven by an increase in the amount of cash, cash equivalents and marketable securities on which interest was earned. Fair Value Change - Earnout Fair value change - earnout was a gain of $4.0 million for the nine months ended September 30, 2025 compared to a loss of $11 million for the nine months ended September 30, 2024. The change was driven by changes in the market price for ordinary shares which trade under the symbol “NAMS” (the “Ordinary Shares”) prior to the settlement of the earnout liability, which occurred in March 2025. Fair Value Change - Warrants Fair value change - warrants was a loss of $7.4 million for the nine months ended September 30, 2025 compared to a loss of $19 million for the nine months ended September 30, 2024. The change was driven by changes in the market price of the Warrants during the period. Foreign Exchange Gains/(Losses) Net foreign exchange gains/(losses) were a gain of $13.1 million for the nine months ended September 30, 2025 compared to a gain of $1.3 million for the three months ended September 30, 2024. This change was largely driven by movements in the exchange rate for Euros which is our primary foreign currency exposure. Loss for the Period Loss for the period was $128.9 million for the nine months ended September 30, 2025 compared to $149.4 million for the nine months ended September 30, 2024, a decrease of $20.5 million. The individual components of the change are described above. 23 Liquidity and Capital Resources Overview To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, undertaking preclinical studies and conducting clinical trials of obicetrapib. As a result, we are not yet profitable and have incurred losses in each annual period since our inception. As of September 30, 2025, we had an accumulated loss of $687.5 million. We expect to continue to incur significant losses for the foreseeable future. We have historically funded our operations primarily through private and public placements of shares, the sale of convertible notes, proceeds from the Menarini License and the proceeds from the closing of the transactions contemplated by the Business Combination Agreement. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $756.0 million. Sources of Liquidity December 2024 Follow-on Offering On December 13, 2024, we 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. February 2024 Follow-on Offering On February 16, 2024, we 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 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. At-the-Market Offering On August 9, 2024, we entered into an amended and restated 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 $250 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 nine months ended September 30, 2025, we did not sell any Ordinary Shares pursuant to the Sales Agreement. Menarini License On June 23, 2022, we entered into the Menarini License, pursuant to which we granted Menarini an exclusive, royalty-bearing, sublicensable license under certain of our intellectual property and our regulatory documentation to undertake post approval development activities and commercialize the Licensed Products (as defined in the Menarini License), for any use in the Menarini Territory (as defined in the Menarini License). Pursuant to the Menarini License, Menarini made a non-refundable, non-creditable upfront payment to us of €115 million. Menarini has also committed to providing us €27.5 million in funding for the research and development activities related to the Licensed Products over two years, together with bearing 50% of any development costs incurred in respect of the pediatric population in the Menarini Territory. We are also eligible to receive up to €863 million upon the 24 achievement of various clinical, regulatory and commercial milestones. If obicetrapib is approved, and successfully commercialized by Menarini, we will be entitled to tiered royalties ranging from the low double-digits to the mid-twenties as a percentage of net sales in the Menarini Territory, with royalty step-downs in the event of generic entrance or in respect of required third-party intellectual property payments. See the section entitled “ Business—Commercial ” contained in our Annual Report for a full description of the Menarini License. As of September 30, 2025, we have received a total of €30.0 million and €13.8 million in milestone payments and R&D cost reimbursements, respectively, from Menarini, including €13.8 million which was received in the nine months ended September 30, 2025. Warrants In the nine months ended September 30, 2025, 39,868 Warrants were exercised at an exercise price of $11.50 per Ordinary Share generating gross proceeds of $0.5 million. As of September 30, 2025, we had another 2,592,713 outstanding Warrants to purchase 2,592,713 Ordinary Shares, exercisable at an exercise price of $11.50 per share, which expire on November 23, 2027, at 5:00 p.m., Eastern Standard Time. Based on the exercise price of the Warrants, we may receive up to $29.8 million assuming the exercise of all Warrants outstanding as of September 30, 2025. The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Ordinary Shares and the spread between the exercise price of the Warrant and the price of an Ordinary Share at the time of exercise. For example, to the extent that the trading price of the Ordinary Shares exceeds $11.50 per share, it is more likely that holders of our Warrants will exercise their Warrants. If the trading price of the Ordinary Shares is less than $11.50 per share, it is unlikely that such holders will exercise their Warrants. The exercise price of the Warrants has at times exceeded the market price of the Ordinary Shares. To the extent that the price of our Ordinary Shares is below $11.50, we believe that the Warrant holders will be unlikely to cash exercise their warrants, resulting in little to no cash proceeds to us. There can be no assurance that our Warrants will be in the money prior to their expiration and, as such, certain unexercised Warrants may expire worthless. As such, it is possible that we may never generate any additional cash proceeds from the exercise of our Warrants. We have not included, and do not intend to include, any potential cash proceeds from the exercise of our Warrants in our short-term or long-term liquidity projections. We will continue to evaluate the probability that the Warrants are exercised over the life of our Warrants and the merit of including potential cash proceeds from the exercise thereof in our liquidity projections. Cash Flows The following is a summary of cash flows for the nine months ended September 30, 2025 and 2024: For the nine months ended September 30, (In thousands of USD) 2025 2024 Net cash used in operating activities (106,908 ) (121,083 ) Net cash used in investing activities (153,775 ) (669 ) Net cash provided by financing activities 15,836 202,896 Foreign exchange differences 12,819 1,135 Cash, cash equivalents and restricted cash at the beginning of the period 771,743 340,450 Cash, cash equivalents and restricted cash at the end of the period 539,715 422,729 Net Cash Flows Used In Operating Activities Net cash flows used in operating activities was $106.9 million in the nine months ended September 30, 2025 compared to $121.1 million in the nine months ended September 30, 2024, a decrease of $14.2 million. This change was primarily due to an increase in interest income and the receipt of the first of two annual development cost contributions due under the Menarini License, partially offset by an increase in operating expenditures. Net Cash Flows Used In Investing Activities Net cash flows used in investing activities was $153.8 million in the nine months ended September 30, 2025 compared to $0.7 million in the nine months ended September 30, 2024, a change of $153.1 million. The change 25 was primarily due to our investments in marketable securities of which we had none in the nine months ended September 30, 2024. During the nine months ended September 30, 2025, purchases of debt securities totaled $225.2 million, partially offset by maturities of debt securities totaling $71.6 million. Net Cash Flows Provided By Financing Activities Net cash flows provided by financing activities was $15.8 million in the nine months ended September 30, 2025 compared to $202.9 million in the nine months ended September 30, 2024, a decrease of $187.1 million. This decrease was primarily related to the receipt of proceeds from the February 2024 Offering in the prior year. Operating Capital and Capital Expenditure Requirements Third-Party Service Agreements We have entered into a variety of agreements and financial commitments in the normal course of business with CROs, CMOs, 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 of services. Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation. However, some of our service providers also charge cancellation fees upon cancellation. The amount and timing of such payments are not known, but at September 30, 2025 they are estimated to be a maximum of $27.9 million due within one year and $11.4 million due in more than a year. As at September 30, 2025, we had cash and cash equivalents of $538.4 million which is sufficient to fund these obligations. Leases We are party to a services agreement (the "Naarden Lease") pursuant to which an affiliate of Forbion leased us office space, an office lease agreement with Renaissance Aventura LLC, dated May 24, 2021, as amended April 9, 2024 (as amended, the “Miami Lease”), and an office sublease agreement with GR8 People, Inc., dated April 2, 2024 (the “Yardley Lease”). Under the Naarden Lease, we are obligated to pay €40 thousand per year in rent. The Naarden Lease will continue until terminated by either us or the landlord. Pursuant to the Miami Lease, we are required to pay annual rent ranging from $75 thousand to $82 thousand, increasing from the low end of the range to the higher end of the range for each year of the lease. The Miami Lease will expire by its terms on October 31, 2027, unless terminated earlier by either party pursuant to the terms of the Miami Lease. Pursuant to the Yardley Lease, we are required to pay annual rent ranging from $189 thousand to $194 thousand, increasing from the low end of the range to the higher end of the range for each year of the lease. The Yardley Lease will expire by its terms on April 3, 2026, unless terminated earlier by either party pursuant to the terms of the Yardley Lease. Menarini License We will be responsible for the development and commercialization costs related to Licensed Products (as defined in the Menarini License) other than those in the Menarini Territory (as defined in the Menarini License). In addition, under specified conditions of the agreement, we agreed to bear 50% of certain development costs incurred by the other party in the development of the Licensed Products in the Menarini Territory. See the section entitled “ Business—Marketing and Sales ” contained in the Annual Report for a description of the Menarini License. Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We based our estimates on historical experience, known trends and other market-specific or other relevant factors that we believe to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. If actual results differ from our estimates, or to the extent these estimates are adjusted in future periods, our results of operations could either benefit from, or be adversely affected by, any such change in estimate. 26 See Note 2 to our consolidated financial statements in the Annual Report and Note 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for a summary of significant accounting policies and the effect on our consolidated financial statements. Ite m 3. Quantitative and Qualitative Disclosures About Market Risk. Our principal financial liabilities consist of trade and other payables, lease liabilities and derivative warrant liabilities. The main purpose of these financial liabilities is to finance our day-to-day operations. Our financial assets consist of prepayments and other receivables and cash, that are derived from our operating activities and funding. We are exposed to market risk, credit risk and liquidity risk. Our senior management oversees the management of these risks. Our Board of Directors (the "Board of Directors") reviews and approves policies for managing each of these risks, which are summarized below. Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk, foreign currency risk and other price risks. Interest Rate Risk We are exposed to interest rate risk primarily through our cash, cash equivalents and marketable securities. Changes in interest rates may cause variations in interest income and expense resulting from short-term interest-bearing assets. We invest in high-quality financial instruments, primarily money market funds and U.S. government and agency securities with maturities of less than one year, which we believe are subject to limited credit risk. We regularly review our investments and monitor the financial markets and we do not currently hedge interest rate exposure. Due to the nature of our investments, we do not believe an immediate 100 basis point change in interest rates would have a material effect on our financial condition. We do not believe that we have any material exposure to interest rate risk or changes in credit ratings arising from our investments. Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to cash and trade and other payables denominated in currencies other than our functional currency, the U.S. Dollar. As of September 30, 2025, our net exposure to foreign currency risk was $112.8 million, mainly related to the Euro. As of September 30, 2025, the effect of a hypothetical 1% change in exchange rates on currencies denominated in other than our functional currency would result in a potential change in future earnings in our consolidated statement of operations of approximately $1.1 million. We partly manage our foreign currency risk by selectively holding foreign currency in our cash to offset foreign currency exposures from lease liabilities and trade and other payables. We plan to use this cash to settle future expenses we expect to incur in those foreign currencies. Other Market Price Risk As a result of the Business Combination, we have derivative warrant liabilities, which are measured at fair value through profit or loss. As of September 30, 2025 the fair value of the derivative warrant liabilities totaled $44.4 million. The value of the derivative warrant liability is directly correlated to the market price of a publicly traded Warrant which is traded under the symbol "NAMSW". With all other variables held constant, a 1% change in the market price of NAMSW would change the value of the derivative warrant liability by 1% or $0.4 million. Credit Risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk primarily from our treasury activities, including deposits with banks and financial institutions and have limited credit risk exposure from our operating activities. We hold available cash in bank accounts with banks which have investment grade credit ratings. Management periodically reviews the creditworthiness of the banks with which it holds assets. 27 We perform research and development activities and do not yet have any sales. We are able to reclaim value added tax, which is recoverable from tax authorities. Management periodically reviews the recoverability of the balance of input value added tax and believes it is fully recoverable. Ite m 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including our principal executive officer (our Chief Executive Officer) and principal financial officer (our Chief Financial Officer), to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness 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 Quarterly Report. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025. Changes in Internal Controls over Financial Reporting No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls and Procedures 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. 28 PART II— OTHER INFORMATION Item 1. Legal Proceedings. We are not party to any material pending legal proceedings. From time to time, we may be involved in legal proceedings arising in the ordinary course of business.