What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-02 · 129 added, 234 removed, 235 unchanged (61% of the section changed)

1 unchanged sentence

UNAUDITED CONSOLIDATED BALANCE SHEETS

September 30,

(in thousands, except share and per share amounts)

1 unchanged sentence

Cash and cash equivalents

Current investment securities

Accounts receivable and contract asset

3 unchanged sentences

Non-current assets

Property, plant and equipment, net of accumulated depreciation of $ 40.5 million as of September 30, 2022 and $ 36.9 million as of December 31, 2021

Property, plant and equipment, net of accumulated depreciation of $ 46.9 million as of March 31, 2023 and $ 44.1 million as of December 31, 2022

Non-current investment securities

Operating lease right-of-use assets

Intangible assets, net, including an in-process research and development asset of $ 52.5 million as of September 30, 2022 and $ 60.8 million as of December 31, 2021

Intangible assets, net, including an in-process research and development asset of $ 58.3 million as of March 31, 2023 and $ 57.3 million as of December 31, 2022

Deferred tax assets, net

18 unchanged sentences

Ordinary shares, € 0.05 par value:

80,000,000 shares authorized as of September 30, 2022 and December 31, 2021 and 46,815,109 and 46,298,635 ordinary shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

80,000,000 shares authorized as of March 31, 2023 and December 31, 2022 and 47,546,673 and 46,968,032 ordinary shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in-capital

5 unchanged sentences

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

Three months ended September 30,

Nine months ended September 30,

(in thousands, except share and per share amounts)

COMPREHENSIVE LOSS

Three months ended March 31,

(in thousands, except share and per share amounts)

License revenues

Contract manufacturing revenues

Collaboration revenues

1 unchanged sentence

Operating expenses:

Cost of contract revenues

Cost of contract manufacturing

Cost of contract manufacturing revenues

Research and development expenses

2 unchanged sentences

Other expense

(Loss) / income from operations

Loss from operations

Interest income

Interest expense

Foreign currency gains, net

Other non-operating (losses) / gains, net

(Loss) / income before income tax benefit / (expense)

Income tax benefit / (expense)

Net (loss) / income

Foreign currency (losses) / gains, net

Other non-operating gains, net

Loss before income tax benefit

Income tax benefit

Other comprehensive loss:

Foreign currency translation adjustments

Total comprehensive (loss) / gain

Earnings per ordinary share - basic

Basic net (loss) / income per ordinary share

Earnings per ordinary share - diluted

Diluted net (loss) / income per ordinary share

Weighted average shares - basic

Weighted average shares - diluted

The accompanying notes are an integral part of these unaudited consolidated financial statements.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2022 AND 2021

Ordinary shares

comprehensive

shareholders’

(in thousands, except share and per share amounts)

Balance at June 30, 2021

Loss for the period

Other comprehensive loss

Exercise of share options

Restricted share units distributed during the period

Share-based compensation expense

Issuance of ordinary shares relating to employee stock purchase plan

Balance at September 30, 2021

Balance at June 30, 2022

Loss for the period

Other comprehensive loss

Exercise of share options

Restricted and performance share units distributed during the period

Share-based compensation expense

Issuance of ordinary shares relating to employee stock purchase plan

Balance at September 30, 2022

Total comprehensive loss

Basic and diluted net loss per ordinary share

Weighted average shares used in computing basic and diluted net loss per ordinary share

The accompanying notes are an integral part of these unaudited consolidated financial statements.

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2022 AND 2021

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

Ordinary shares

1 unchanged sentence

shareholders’

income / (loss)

(loss) / income

(in thousands, except share and per share amounts)

Balance at December 31, 2021

Income for the period

Loss for the period

Other comprehensive loss

Issuance of ordinary shares

Income tax benefit of past share issuance cost

Exercises of share options

2 unchanged sentences

Issuance of ordinary shares relating to employee stock purchase plan

Balance at September 30, 2021

Balance at March 31, 2022

Balance at December 31, 2022

Loss for the period

Other comprehensive loss

Exercise of share options

Other comprehensive gain

Exercises of share options

Restricted and performance share units distributed during the period

1 unchanged sentence

Issuance of ordinary shares relating to employee stock purchase plan

Balance at September 30, 2022

Balance at March 31, 2023

The accompanying notes are an integral part of these unaudited consolidated financial statements.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended September 30,

Three months ended March 31,

(in thousands)

Cash flows from operating activities

Net (loss) / income

Adjustments to reconcile net (loss) / income to net cash (used in) / generated from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Share-based compensation expense

Deferred tax (income) / expense

Deferred tax income

Changes in fair value of contingent consideration and derivative financial instrument, net

Unrealized foreign exchange gains, net

Other non-current assets, net

Unrealized foreign exchange losses / (gains), net

Other items, net

Changes in operating assets and liabilities:

2 unchanged sentences

Accrued expenses, other liabilities, and operating leases

Net cash (used in) / generated from operating activities

Net cash used in operating activities

Cash flows from investing activities

Purchases of property, plant, and equipment

Proceeds on maturity of investment securities

Acquisition of Corlieve, net of cash acquired

Net cash used in investing activities

Net cash generated from / (used in) investing activities

Cash flows from financing activities

Proceeds from issuance of ordinary shares related to employee stock option and purchase plans

Proceeds from loan increment, net of debt issuance costs

Proceeds from issuance of ordinary shares

Share issuance costs from issuance of ordinary shares

Repayment of debt acquired through acquisition of Corlieve

Net cash generated from financing activities

Currency effect on cash, cash equivalents and restricted cash

Net (decrease) / increase in cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

8 unchanged sentences

1 General business information

uniQure (the “Company”) was incorporated on January 9, 2012 as a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) under the laws of the Netherlands.

(the “Company”) was incorporated on January 9, 2012, initially as a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) under the laws of the Netherlands.

The Company is a leader in the field of gene therapy and seeks to deliver to patients suffering from rare and other devastating diseases single treatments with potentially curative results.

The Company’s business was founded in 1998 and was initially operated through its predecessor company, Amsterdam Molecular Therapeutics (AMT) Holding N.V (“AMT”).

The Company’s business was founded in 1998 and was initially operated through its predecessor company, Amsterdam Molecular Therapeutics Holding N.V (“AMT”).

In 2012, AMT undertook a corporate reorganization, pursuant to which uniQure B.V.

acquired the entire business and assets of AMT and completed a share-for-share exchange with the shareholders of AMT.

Effective February 10, 2014, in connection with its initial public offering, the Company converted into a public company with limited liability ( naamloze vennootschap ) and changed its legal name from uniQure B.V.

Effective February 10, 2014, in connection with its initial public offering on the Nasdaq Global Select Market, the Company converted into a public company with limited liability ( naamloze vennootschap ) and changed its legal name from uniQure B.V.

to uniQure N.V.

The Company is registered in the trade register of the Chamber of Commerce ( Kamer van Koophandel ) in Amsterdam, the Netherlands under number 54385229.

The Company’s headquarters are in Amsterdam, the Netherlands, and its registered office is located at Paasheuvelweg 25, Amsterdam 1105 BP, the Netherlands and its telephone number is +31 20 240 6000.

The Company’s headquarters are in Amsterdam, the Netherlands, and its registered office is located at Paasheuvelweg 25a, Amsterdam 1105 BP, the Netherlands and its telephone number is +31 20 240 6000.

The Company’s ordinary shares are listed on the Nasdaq Global Select Market and trade under the symbol “QURE”.

2 unchanged sentences

The Company prepared these unaudited consolidated financial statements in compliance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting.

GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

Any reference in these notes to applicable guidance is meant to refer to authoritative U.S.

9 unchanged sentences

GAAP have been omitted.

The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, or for any other future year or interim period.

The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report .

The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or for any other future year or interim period.

The accompanying financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on February 27, 2023 (the “Annual Report”).

2.3 Use of estimates

3 unchanged sentences

2.4 Accounting policies

The principal accounting policies applied in the preparation of these unaudited consolidated financial statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in the Company’s Annual Report .

There have been no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2022, except as noted below.

The Company started producing commercial materials in April 2022 to supply CSL Behring LLC (“CSL Behring”) with etranacogene dezaparvovec (the “Product”) in accordance with the June 2020 Development and Commercial Supply Agreement between the Company and CSL Behring.

From this date onwards, the Company presents the costs associated with the aforementioned activities as cost of contract manufacturing.

The Company capitalizes inventory to be sold to CSL Behring to the extent it expects to generate probable future benefits from such sales.

Refer to Note 3, “CSL Behring collaboration” for further detail.

Per ASC 330, Inventory, inventory is stated at the lower of cost or estimated net realizable value, on a first-in, first-out basis.

The Company capitalizes raw materials to the extent these can be used in the manufacturing of the Product.

The Company uses standard costs, approximating average costs to determine its cost basis for work in progress and finished goods.

The Company’s assessment of recoverability value requires the use of estimates regarding the net realizable value of its inventory balances, including an assessment of excess or obsolete inventory.

As applicable, write-downs resulting from adjustments to net realizable value will be recorded to cost of contract manufacturing.

The principal accounting policies applied in the preparation of these unaudited consolidated financial

statements are described in the Company’s audited financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Annual Report .

There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2023.

2.5 Recent accounting pronouncements

There have been no new accounting pronouncements or changes to accounting pronouncements during the nine months ended September 30, 2022, as compared to the recent accounting pronouncements described in Note 2.3.23 of the Company’s Annual Report , which could be expected to materially impact the Company’s unaudited consolidated financial statements.

There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2023, as compared to the recent accounting pronouncements described in Note 2.3.25 of the Annual Report , which could be expected to materially impact the Company’s unaudited consolidated financial statements.

CSL Behring collaboration

On June 24, 2020 (the “Signing Date”), uniQure biopharma B.V., a wholly owned subsidiary of uniQure N.V., entered into a commercialization and license agreement (the “CSL Behring Agreement”) with CSL Behring, pursuant to which CSL Behring received exclusive global rights to etranacogene dezaparvovec, the Company’s investigational gene therapy for patients with hemophilia B.

The transaction became fully effective on May 6, 2021, one day after the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) expired on May 5, 2021 (“Closing”).

The Company, as of the effective date, identified two material performance obligations related to the CSL Behring Agreement:

(i) Sale of the exclusive global rights to the Product (“License Sale”);

(ii) Generate information to support the regulatory approval of the current and next generation manufacturing process of the Product and to provide any such information generated to CSL Behring (“Manufacturing Development”).

The Company continued to develop the Product between the Signing Date and Closing and performed certain reimbursable activities to fulfill the transfer of the global rights (“Additional Covenants” that are included as part of the “License Sale”).

The Additional Covenants are not considered distinct from the performance obligation to sell the license to CSL Behring as CSL Behring could not benefit from the Additional Covenants on their own, or have these activities be performed with readily available resources.

The Company determined that the fixed upfront payment of $ 450.0 million and the $ 12.4 million that the Company received in relation to the Additional Covenants should be allocated to the License Sale.

The Company determined that the License Sale was completed on May 6, 2021, when it transferred the license and CSL Behring assumed full responsibility for the development and commercialization of the Product.

At Closing, the Company evaluated the amounts of potential payments and the likelihood that the payments will be received.

The Company utilized the most likely amount method to estimate the variable consideration to be included in the transaction price.

Since the Company cannot control the achievement of regulatory and first commercial sales milestones, the Company concluded that the potential payments are constrained as of Closing.

The Company determined that it would recognize revenue related to these payments only to the extent that it becomes probable that no significant reversal of recognized cumulative revenue will occur thereafter.

Similarly, the Company records expenses related to its existing license and other agreements as well as its financial advisor for a mid-single digit percentage of any such revenue recognized associated to meeting a milestone.

The Company includes payments related to sales milestones in the transaction price when their achievement becomes probable, and it will include royalties on the sale of the Product once these have been earned.

The Company recognized nil and $ 462.4 million of license revenue in the three and nine months ended September 30, 2021 related to the License Sale.

During the three and nine months ended September 30, 2022, the Company did no t recognize any license revenue.

Collaboration Services

The Company recognized $ 0.7 million and $ 2.1 million of collaboration revenue in the three and nine months ended September 30, 2022, compared to $ 0.5 and $ 0.9 million in the three and nine months ended September 30, 2021.

The Company generates such collaboration revenue from services rendered in relation to completing the HOPE-B clinical trial on behalf of CSL Behring as well as additional development services that CSL Behring requested.

These collaboration services are reimbursed at the pre-agreed full-time-employee rate (“FTE-rate”).

Contract Manufacturing

The Company commenced capitalizing inventory in April 2022 for the Product to be sold to CSL Behring.

On September 6, 2022, CSL Behring notified the Company of its intent to transfer manufacturing technology related to the Product to a third-party contract manufacturer designated by CSL Behring.

CSL Behring also requested that the Company continue to serve as a manufacturer of the Product after the Company completes the technology transfer to a third party.

The Company and CSL Behring are in the process of negotiating the terms of the transfer of manufacturing responsibility pursuant to the CSL Behring Agreement.

On June 24, 2020 (the “Signing Date”), uniQure biopharma B.V., a wholly owned subsidiary of the Company entered into a commercialization and license agreement (the “CSL Behring Agreement”) with CSL Behring LLC (“CSL Behring”), pursuant to which CSL Behring received exclusive global rights to HEMGENIX® (the “Product”).

The transaction became fully effective on May 6, 2021 (“Closing”).

Accounts Receivable and Contract Asset

As of December 31, 2021, the Company recorded accounts receivable of $ 2.9 million from CSL Behring related to collaboration services as well as a contract asset of $ 55.0 million associated with milestone payments due upon CSL Behring’s global regulatory submissions for etranacogene dezaparvovec, which were deemed to be probable.

In March and April 2022, CSL Behring submitted marketing applications in the United States and European Union, and as of March and April 2022, the Company had collected the $ 55.0 million owed.

As of September 30, 2022, the Company had accounts receivable of $ 3.0 million from CSL Behring.

The Company commenced capitalizing inventory in April 2022 when the Company started producing commercial materials to supply the Product to CSL Behring.

The following table summarizes the inventory balances for the nine months ended September 30, 2022:

September 30,

As of December 31, 2022, the Company recorded accounts receivable of $ 2.2 million from CSL Behring related to collaboration services as well as a contract asset of $ 100.0 million associated to a milestone due from CSL Behring following the first sale of HEMGENIX® in the U.S.

, which was deemed to be probable.

As of March 31, 2023, the Company had accounts receivable of $ 4.8 million from CSL Behring related to collaboration services and contract manufacturing revenue and as well as the contract asset of $ 100.0 million.

Investment securities

The following tables summarize the Company’s investments in sovereign debt as of March 31, 2023 and December 31, 2022:

At March 31, 2023

Amortized cost, as adjusted

Gross unrealized holding gains

Gross unrealized holding losses

Estimated fair value

(in thousands)

Raw materials

Work in progress

Finished goods

Current investments:

Government debt securities (held-to-maturity)

At December 31, 2022

Amortized cost, as adjusted

Gross unrealized holding gains

Gross unrealized holding losses

Estimated fair value

(in thousands)

Current investments:

Government debt securities (held-to-maturity)

Non-current investments:

Government debt securities (held-to-maturity)

Inputs to the fair value of the investments are considered Level 2 inputs.

Fair value measurement

The Company measures certain financial assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting.

GAAP requires disclosure of methodologies used in determining the reported fair values and establishes a hierarchy of inputs used when available.

ASC 820, Fair Value Measurements and Disclosures requires disclosure of methodologies used in determining the reported fair values and establishes a hierarchy of inputs used when available.

The three levels of the fair value hierarchy are described below:

5 unchanged sentences

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the Consolidated balance sheets approximate their fair values due to their short-term maturities.

The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of September 30, 2022, and December 31, 2021:

The carrying amount of cash and cash equivalents, accounts receivable from licensing and collaboration partners, prepaid expenses, other assets, accounts payable, accrued expenses and other current liabilities reflected in the Consolidated balance sheets approximate their fair values due to their short-term maturities.

The following table sets forth the Company’s assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2023, and December 31, 2022:

Quoted prices

9 unchanged sentences

Contingent consideration

Derivative financial instrument

Other non-current liabilities

Consideration for post-acquisition services

1 unchanged sentence

Total liabilities

At September 30, 2022

At March 31, 2023

Cash and cash equivalents

3 unchanged sentences

Contingent consideration

Current portion of contingent consideration;

contingent consideration, net of current portion

Derivative financial instrument

Other non-current liabilities

Contingent consideration

Consideration for post-acquisition services

2 unchanged sentences

Contingent consideration

The Company is required to pay up to EUR 178.8 million ($ 175.2 million) at September 30, 2022 to the former shareholders of Corlieve upon the achievement of contractually defined milestones in connection with the Company’s acquisition of Corlieve.

The fair market value of the contingent consideration was determined using unobservable initial inputs with respect to (i) the probability of achieving the relevant milestones, or POS, (ii) the estimated timing of achieving such milestones, and (iii) the interest rate used to discount the payments.

The Company determined the fair market value of the contingent consideration by calculating the probability-adjusted payments based on each milestone’s probability of achievement.

The probability-adjusted payments were then discounted to present value using a discount rate representing the Company’s credit risk.

The discount rate was determined using the effective interest rate of the Company’s existing debt facility adjusted for difference in maturity dates based on market data on effective yields for US bonds with a CCC credit rating.

The fair value of the contingent consideration as of September 30, 2022 was $ 32.7 million (December 31, 2021:

The Company is required to pay up to EUR 178.8 million ($ 194.5 million at March 31, 2023) at March 31, 2023 to the former shareholders of Corlieve Therapeutics SAS (“Corlieve”) upon the achievement of contractually defined milestones in connection with the Company’s acquisition of Corlieve.

The fair value of the contingent consideration as of March 31, 2023 was $ 36.9 million (December 31, 2022:

$ 35.3 million) using discount rates of approximately 14.3 % to 15.0 % (December 31, 2022:

1 unchanged sentence

66.0 %) likelihood of Corlieve’s target candidate for treatment of temporal lobe epilepsy (“AMT-260”) advancing into clinical development by no later than late 2023.

If as of September 30, 2022 the Company had assumed a 100 % likelihood of AMT-260 advancing into clinical development, then the fair value of the contingent consideration would have increased to $ 45.4 million.

If as of September 30, 2022 the Company assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would be released to income.

If as of March 31, 2023 the

Company had assumed a 100 % likelihood of AMT-260 advancing into clinical development, then the fair value of the contingent consideration would have increased to $ 51.0 million.

If as of March 31, 2023 the Company assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would be released to income.

Changes in fair value of the contingent consideration are recognized within research and development expenses in the consolidated statements of operations.

The following table presents the changes in fair value of contingent consideration between December 31, 2021 and September 30, 2022:

The following table presents the changes in fair value of contingent consideration between December 31, 2022 and March 31, 2023:

consideration

3 unchanged sentences

Currency translation effects

Balance at September 30, 2022

As of September 30, 2022, the Company classified $ 23.5 million of the total contingent consideration of $ 32.7 million as current liabilities.

Balance at March 31, 2023

As of March 31, 2023, the Company classified $ 27.3 million of the total contingent consideration of $ 36.9 million as current liabilities.

The balance sheet classification between current and non-current liabilities is based upon the Company’s best estimate of the timing of settlement of the remaining relevant milestones.

Derivative financial instrument

The Company issued a derivative financial instrument related to its collaboration with BMS.

On December 1, 2020, the Company and BMS agreed that upon the consummation of a change of control transaction of uniQure that occurs prior to December 1, 2026 or BMS’ delivery of a target cessation notice for all four collaboration targets, the Company (or its third party acquirer) shall pay to BMS a one-time, non-refundable, non-creditable cash payment of $ 70.0 million, provided that (x) if $ 70.0 million is greater than five percent ( 5.0 %) of the net proceeds (as contractually defined) from such change of control transaction, the payment shall be an amount equal to five percent of such net proceeds, and (y) if $ 70.0 million is less than one percent of such net proceeds, the change of control payment shall be an amount equal to one percent of such net proceeds (“CoC-payment”).

The Company has not consummated any change of control transaction as of September 30, 2022 that would obligate it to make a CoC-payment.

The Company determined that the CoC-payment should be recorded as a derivative financial liability as of December 1, 2020 and that subsequent changes in the fair market value of this derivative financial liability should be recorded in profit and loss.

The fair market value of the derivative financial liability is materially impacted by probability that market participants assign to the likelihood of the occurrence of a change of control transaction that would give rise to a CoC-payment.

This probability represents an unobservable input.

The Company determines the fair market value of the derivative financial liability by using a present value model based on expected cash flow.

The expected cash flows are materially impacted by the probability that market participants assign to the likelihood of the occurrence of a change of control transaction within the biotechnology industry.

The Company estimated this unobservable input using the best information available as of September 30, 2022 and December 31, 2021.

The Company obtained reasonably available market information that it believed market participants would use in determining the likelihood of the occurrence of a change-of control transaction within the biotechnology industry.

Selecting and evaluating market information involves considerable judgement and uncertainty.

Based on all such information and its judgment, the Company estimated that the fair market value of the derivative financial liability (presented within “Other non-current liabilities”) as of September 30, 2022 was $ 2.2 million and as of December 31, 2021 was $ 2.8 million.

The change in the fair market value of the derivative financial liability was nil for the three months ended September 30, 2022 and was $ 0.6 million for the nine months ended September 30, 2022 related to a decrease in the fair market value ( nil in the same periods in 2021).

The decrease in fair market value for the nine months ended September 30, 2022 was recorded as a gain within Other non-operating (losses) / gains .

Investment Securities

Refer to Note 4 “ Investment securities ” for the fair value of the investment securities as of March 31, 2023 and December 31, 2022.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities include the following items:

September 30,

(in thousands)

6 unchanged sentences

The facility was amended and restated in 2014, 2016, 2018 (“2018 Amended Facility”), January 2021 (“2021 Amended Facility”) and in December 2021 (“2021 Restated Facility”).

On January 29, 2021, the Company drew down $ 35.0 million as part of the amendment of the facility at that time.

Pursuant to the 2021 Restated Facility, Tranche A and Tranche B of the 2021 Amended Facility with a total outstanding balance of $ 70.0 million were consolidated into one tranche with a total commitment of $ 100.0 million.

The Company drew down an additional $ 30.0 million at the time of the December 2021 amendment, resulting in total principal outstanding as of September 30, 2022 of $ 100.0 million.

The 2021 Restated Facility extended the loan’s maturity date from June 1, 2023 until December 1, 2025.

The interest-only period was extended from January 1, 2023 to December 1, 2024, or December 1, 2025 if, prior to June 30, 2024, either (a) the Biologics License Application (“BLA”) for AMT-061 is approved by the U.S.

Food and Drug Administration (“FDA”) or (b) AMT-130 is advanced into a pivotal trial.

The Company drew down an additional $ 30.0 million at the time of the 2021 Restated Facility, resulting in total principal outstanding $ 100.0 million.

The 2021 Restated Facility matures on December 1, 2025.

The Company is required to repay the entire principal balance on the maturity date.

The interest rate is adjustable and is the greater of (i) 7.95 % and (ii) 7.95 % plus the prime rate less 3.25 % per annum.

Under the 2021 Restated Facility, the Company owes a back-end fee of 4.85 % of the outstanding debt.

The Company is required to repay the facility in equal monthly installments of principal and interest between the end of the interest-only period and the maturity date.

The Company continues to owe a $ 2.5 million back-end fee related to the 2021 Amended Facility which is due on June 1, 2023.

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the 2021 Restated Facility was $ 103.3 million as of September 30, 2022, compared to $ 101.6 million as of December 31, 2021, and is recorded net of discount and debt issuance costs.

The foreign currency loss on the facility in the three and nine months ended September 30, 2022 was $ 6.6 million and $ 15.0 million, respectively compared to a foreign currency loss of $ 1.8 million and $ 4.0 million during the same periods in 2021 for the 2018 Amended Facility and the 2021 Amended Facility.

Interest expense associated with the 2021 Restated Facility during the three and nine months ended September 30, 2022 was $ 3.0 million and $ 8.1 million, respectively compared to $ 1.9 million and $ 5.2 million, respectively, during the same periods in 2021 for the 2018 Amended Facility and the 2021 Amended Facility.

As a covenant in the 2021 Restated Facility the Company has periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States equivalent to the lesser of (i) 65 % of the outstanding balance of principal due or (ii) 100 % of worldwide cash and cash equivalents.

Under the 2021 Restated Facility, the Company owes a back-end fee of $ 2.5 million on June 1, 2023 and a back-end fee of $ 4.9 million on the maturity date.

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) of the 2021 Restated Facility was $ 104.3 million as of March 31, 2023, compared to $ 103.8 million as of December 31, 2022, and is recorded net of discount and debt issuance costs.

The foreign currency gain on the facility in the three ended March 31, 2023 was $ 0.7 million compared to a foreign currency loss of $ 2.1 million during the same period in 2022.

Interest expense associated with the 2021 Restated Facility during the three months ended March 31, 2023 was $ 3.6 million, compared to $ 2.4 million during the same period in 2022.

Under the 2021 Restated Facility the Company must remain current in its periodic reporting requirements and is required to keep a minimum cash balance deposited in bank accounts in the United States equivalent to the lesser of (i) 65 % of the outstanding balance of principal due or (ii) 100 % of worldwide cash and cash equivalents.

This restriction on cash and cash equivalents only relates to the location of the cash and cash equivalents, and such cash and cash equivalents can be used at the discretion of the Company.

The Company, beginning on April 1, 2023, is also required to keep a minimum of unrestricted cash of at least 50 % of the loan amount outstanding.

If, prior to June 30, 2024, either (a) the BLA for AMT-061 is approved by the FDA or (b) AMT-130 is advanced into a pivotal trial, the minimum cash covenant will be lowered to at least 30 % of the loan amount outstanding and its effectiveness will be deferred to April 1, 2024.

Beginning on April 1, 2024, the Company is required to keep a minimum of unrestricted cash equal to at least 30 % of the loan amount outstanding.

In combination with other covenants, the 2021 Restated Facility restricts the Company’s ability to, among other things, incur future indebtedness and obtain additional debt financing, to make investments in securities or in other companies, to transfer assets, to perform certain corporate changes, to make loans to employees, officers, and directors, and to make dividend payments and other distributions to its shareholders.

The Company secured the facilities by directly or indirectly pledging its total assets of $ 631.0 million, less $ 26.0 million of cash and cash equivalents and other current assets held by uniQure N.V.

and $ 80.2 million of other current assets and investment held by Corlieve Therapeutics SAS.

The 2021 Restated Facility contains provisions that include the occurrence of a material adverse effect, as defined therein, which would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable.

As of September 30, 2022, the Company was in material compliance with all covenants and provisions.

and $ 85.7 million of other current assets and investment held by Corlieve.

Under the 2021 Restated Facility, the occurrence of a material adverse effect, as defined therein, would entitle Hercules to declare all principal, interest and other amounts owed by the Company immediately due and payable.

As of March 31, 2023, the Company was in material compliance with all covenants and provisions.

8 Share-based compensation

The Company’s share-based compensation plans include the 2014 Amended and Restated Share Option Plan (the “2014 Plan”) and inducement grants under Rule 5653(c)(4) of the Nasdaq Global Select Market with terms similar to the 2014 Plan (together the “2014 Plans”).

At the annual general meeting of shareholders in June 2021, the Company’s shareholders approved an increase in the number of ordinary shares authorized for issuance under the 2014 Plan from 8,601,471 to 12,601,471 .

The number of shares authorized for issuance under the 2014 Plan is 12,601,471 .

On April 28, 2023, the Company filed a definitive proxy statement with the SEC, seeking shareholder approval to, among other things, amend and restate the 2014 Plan to increase the shares available thereunder.

In June 2018, the Company’s shareholders adopted and approved an employee share purchase plan (“ESPP”) allowing the Company to issue up to 150,000 ordinary shares.

4 unchanged sentences

Share-based compensation expense recognized by classification included in the Consolidated statements of operations and comprehensive loss in relation to the 2014 Plans and the ESPP for the periods indicated below was as follows:

Three months ended September 30,

Nine months ended September 30,

(in thousands)

Three months ended March 31,

(in thousands)

Cost of manufacturing services revenue

Research and development

Selling, general and administrative

Cost of contract manufacturing

Share-based compensation expense recognized by award type of the 2014 Plans as well as the ESPP was as follows:

Three months ended September 30,

Nine months ended September 30,

(in thousands)

Three months ended March 31,

(in thousands)

3 unchanged sentences

Performance share units

As of September 30, 2022, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

Employee share purchase plan

As of March 31, 2023, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

Weighted average

2 unchanged sentences

Restricted share units

Performance share units

The Company satisfies the exercise of share options and vesting of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) through newly issued ordinary shares.

3 unchanged sentences

Certain grants to non-executive directors vest in full after one year .

Any options that vest must be exercised by the tenth anniversary of the initial grant date.

The following tables summarize option activity under the Company’s 2014 Plans for the nine months ended September 30, 2022:

Any share options that vest must be exercised by the tenth anniversary of the initial grant date.

The following tables summarize share option activity under the 2014 Plans for the three months ended March 31, 2023:

Weighted average

2 unchanged sentences

Outstanding at December 31, 2022

Outstanding at September 30, 2022

Thereof, fully vested and exercisable on September 30, 2022

Thereof, outstanding and expected to vest after September 30, 2022

Outstanding at March 31, 2023

Thereof, fully vested and exercisable on March 31, 2023

Thereof, outstanding and expected to vest after March 31, 2023

Total weighted average grant date fair value of options issued during the period (in $ millions)

Proceeds from option sales during the period (in $ millions)

The fair value of each option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions:

Three months ended September 30,

Nine months ended September 30,

The fair value of each share option issued is estimated at the respective grant date using the Hull & White option pricing model with the following weighted-average assumptions:

Three months ended March 31,

Expected volatility

1 unchanged sentence

Risk free interest rate

2.12 % - 4.16 %

1.21 - 1.85 %

Expected dividend yield

Restricted share units (“RSUs”)

The following table summarizes the RSUs activity for the nine months ended September 30, 2022:

The following table summarizes the RSU activity for the three months ended March 31, 2023:

Weighted average

2 unchanged sentences

Non-vested at December 31, 2022

Non-vested at September 30, 2022

Non-vested at March 31, 2023

Total weighted average grant date fair value of RSUs granted during the period (in $ millions)

1 unchanged sentence

RSUs granted to non-executive directors vest one year from the date of grant.

Performance share units (“PSUs”)

The following table summarizes the PSUs activity for the nine months ended September 30, 2022:

The following table summarizes the PSU activity for the three months ended March 31, 2023:

Weighted average

2 unchanged sentences

Non-vested at December 31, 2022

Non-vested at September 30, 2022

PSUs granted in 2019 vested on the third anniversary of the grant, subject to the grantee’s continued employment.

The Company granted shares to certain employees in September and December 2021 and at various dates during the nine months ended September 30, 2022 that will be earned upon achievement of defined milestones.

Earned shares will vest upon the later of a minimum service period of one year or three years , or the achievement of defined milestones, subject to the grantee’s continued employment.

In addition, portions of the December 2021 shares granted to executives and other members of senior management are subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index.

Non-vested at March 31, 2023

The Company granted ordinary shares to certain employees in September and December 2021 and at various dates during the year ended December 31, 2022 that will be earned upon the achievement of defined milestones.

Such ordinary shares will vest upon the later of a minimum service period of one year or three years , or the achievement of defined milestones, subject to the grantee’s continued employment.

In addition, portions of the ordinary shares granted in December 2021 to executives and other members of senior management are subject to achieving a minimum total shareholder return relative to the Nasdaq biotechnology index.

The Company recognizes the compensation cost related to these grants to the extent it considers achievement of the milestones to be probable.

During the nine months ended September 30, 2022, 9,305 ordinary shares were issued under the ESPP compared to 4,724 during the same period in 2021.

As of September 30, 2022, a total of 117,997 ordinary shares remain available for issuance under the ESPP plan compared to a total of 127,302 as of September 30, 2021.

The Company recorded $ 0.3 and $ 1.3 million deferred tax benefit in relation to its operations in the United States and France during the three and nine months ended September 30, 2022, respectively.

The Company recorded $ 0.1 million and $ 3.6 million in deferred income tax expense in the prior year in the United States and the Netherlands for the three and nine months ended September 30, 2021, respectively, of which nil and $ 3.0 million in the three and nine months periods related to the Netherlands, respectively.

The effective income tax rate of - 0.7 % and - 0.9 % during the three and nine months ended September 30, 2022 is substantially lower than the enacted rate of 25.8 % in the Netherlands as the Company records a valuation allowance against its net deferred tax assets in the Netherlands.

The effective income tax rate during the three and nine months ended September 30, 2021 was 0.2 % and - 1.1 %, respectively, as the Company had recorded a valuation allowance against all its net deferred tax assets in the Netherlands.

Achievement of one of the total five defined milestones was met as of December 31, 2022 and another one of the total five defined milestones was met as of March 31, 2023.

During the three months ended March 31, 2023, 2,495 ordinary shares were issued under the ESPP compared to 3,558 during the same period in 2022.

As of March 31, 2023, a total of 113,565 ordinary shares remains available for issuance under the ESPP plan compared to a total of 123,744 as of March 31, 2022.

The Company recorded $ 1.2 million deferred tax benefit in relation to its operations in the United States and France during the three months ended March 31, 2023.

The Company recorded $ 0.6 million deferred tax benefit in relation to its operations in the United States, France and Switzerland for the three months ended March 31, 2022.

The effective income tax rate of ( 1.5 %) during the three months ended March 31, 2023 is substantially lower than the enacted rate of 25.8 % in the Netherlands as the Company records a valuation allowance against its net deferred tax assets in the Netherlands.

The effective income tax rate during the three months ended March 31, 2022 was ( 1.3 %) as the Company had recorded a valuation allowance against its net deferred tax assets in the Netherlands.

10 Basic and diluted earnings per share

Basic net (loss) / income per ordinary share is computed by dividing net (loss) / income for the period by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per ordinary share are calculated by adjusting the weighted average number of ordinary shares outstanding, assuming conversion of all potentially dilutive ordinary shares.

For the three and nine months ended September 30, 2021, dilutive net income per ordinary share is computed using the treasury method.

As the Company has incurred a loss in the three and nine months ended September 30, 2022, all potentially dilutive ordinary shares for these periods would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share for the three and nine months ended September 30, 2022.

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding, assuming conversion of all potentially dilutive ordinary shares.

As the Company has incurred a loss, all potentially dilutive ordinary shares would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share.

The ordinary shares are presented without giving effect to the application of the treasury method or exercise prices that would be above the share price as of March 31, 2023 and March 31, 2022, respectively.

The potentially dilutive ordinary shares are summarized below:

Three months ended September 30,

Nine months ended September 30,

(in thousands, except

share amounts)

(in thousands, except

share amounts)

Net (loss) / income attributable to ordinary shares

Weighted-average number of ordinary shares outstanding - basic

Stock options under 2014 Plans and previous plan

Non-vested RSUs and PSUs

Employee share purchase plan

Weighted-average number of ordinary shares outstanding - diluted

The following table presents ordinary share equivalents that were excluded from the calculation of diluted net (loss) / income per ordinary share for the three and nine months ended September 30, 2022 and 2021 as the effect of their inclusion would have been anti-dilutive:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Anti-dilutive ordinary share equivalents

1 unchanged sentence

Non-vested RSUs and PSUs

Employee share purchase plan

Total anti-dilutive ordinary share equivalents

The anti-dilutive ordinary shares are presented without giving effect to the application of the treasury method or exercise prices that exceeded the price of the Company’s ordinary shares as of the three and nine months ended September 30, 2022.

11 Subsequent events

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-Q

Item 1. Financial Statements