What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-05-09 · 133 added, 90 removed, 373 unchanged (37% of the section changed)

10 unchanged sentences

Non-current assets

Property, plant and equipment, net of accumulated depreciation of $ 36.1 million as of March 31, 2025 and $ 31.7 million as of December 31, 2024

Property, plant and equipment, net of accumulated depreciation of $ 41.3 million as of June 30, 2025 and $ 31.7 million as of December 31, 2024

Other investments

Operating lease right-of-use assets

Intangible assets, net, including in-process research and development assets of $ 58.0 million as of March 31, 2025 and $ 55.6 million as of December 31, 2024

Intangible assets, net, including in-process research and development assets of $ 62.9 million as of June 30, 2025 and $ 55.6 million as of December 31, 2024

Deferred tax assets, net

16 unchanged sentences

Commitments and contingencies

Shareholders' equity / (deficit)

Shareholders' (deficit) / equity

Ordinary shares, € 0.05 par value:

80,000,000 shares authorized as of March 31, 2025 and December 31, 2024 and 54,698,479 and 48,988,087 ordinary shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

80,000,000 shares authorized as of June 30, 2025 and December 31, 2024 and 54,865,673 and 48,988,087 ordinary shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital

3 unchanged sentences

( 1,129,965 )

Total shareholders' equity / (deficit)

Total liabilities and shareholders' equity / (deficit)

Total shareholders' (deficit) / equity

Total liabilities and shareholders' (deficit) / equity

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

1 unchanged sentence

COMPREHENSIVE LOSS

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands, except share and per share amounts)

License revenues

23 unchanged sentences

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

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) / EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Ordinary shares

3 unchanged sentences

(in thousands, except share and per share amounts)

Balance at December 31, 2023

Balance at March 31, 2024

Loss for the period

2 unchanged sentences

Share-based compensation expense

Issuance of ordinary shares relating to employee stock purchase plan

Balance at June 30, 2024

( 1,012,326 )

Balance at March 31, 2025

( 1,173,602 )

Loss for the period

Other comprehensive loss, net

Exercises of share options

Restricted share units distributed during the period

Share-based compensation expense

Balance at June 30, 2025

( 1,211,321 )

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) / EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Ordinary shares

comprehensive

shareholders’

(deficit) / equity

(in thousands, except share and per share amounts)

Balance at December 31, 2023

Loss for the period

Other comprehensive loss, net

Restricted share units distributed during the period

Share-based compensation expense

Issuance of ordinary shares relating to employee stock purchase plan

Balance at June 30, 2024

( 1,012,326 )

Balance at December 31, 2024

( 1,129,965 )

Loss for the period

4 unchanged sentences

Share-based compensation expense

Balance at March 31, 2025

Balance at June 30, 2025

( 1,211,321 )

1 unchanged sentence

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31,

Six months ended June 30,

(in thousands)

8 unchanged sentences

Unrealized foreign exchange (gains) / losses, net

Provision for inventory write-downs

Other items, net

50 unchanged sentences

GAAP have been omitted.

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, or for any other future year or interim period.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, 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 for the year ended December 31, 2024 filed by the Company with the SEC on February 27, 2025 (the “Annual Report”) .

5 unchanged sentences

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, 2024, 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, 2025.

There have been no material changes in the Company’s significant accounting policies during the six months ended June 30, 2025.

2.5 Recent accounting pronouncements

There have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, 2025, as compared to the recent accounting pronouncements described in Note 2.3.29 of the 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 six months ended June 30, 2025, as compared to the recent accounting pronouncements described in Note 2.3.29 of the Annual Report , which could be expected to materially impact the Company’s unaudited consolidated financial statements.

Other investments

2 unchanged sentences

The convertible promissory note was issued in July 2024 and matures in October, 2029.

The convertible promissory note had a balance of $ 13.9 million as of March 31, 2025 (December 31, 2024:

The convertible promissory note had a balance of $ 14.1 million as of June 30, 2025 (December 31, 2024:

$ 13.7 million), and is presented within “Other investments” on the Company’s unaudited consolidated balance sheets.

In the three month period ended March 31, 2025 and March 31, 2024, the Company recognized $ 0.2 million and nil of interest income, respectively.

As of March 31, 2025, the Company has not recorded an allowance for credit losses related to the convertible promissory note.

In the three and six months ended June 30, 2025, the Company recognized $ 0.3 million and $ 0.5 million of interest income, respectively, compared to nil during the same periods in 2024.

As of June 30, 2025, the Company has not recorded an allowance for credit losses related to the convertible promissory note.

Investments valued under measurement alternative

1 unchanged sentence

These investments are accounted for at cost, less impairment and adjusted to fair value if there are observable price changes in orderly transactions for identical or similar investments using the measurement alternative in accordance with ASC 321, Investments – Equity Securities .

The carrying value of these investments as of March 31, 2025 and December 31, 2024 was $ 14.4 million, and are presented within “Other investments” on the Company’s unaudited consolidated balance sheets.

The Company did not recognize any gains, losses, or impairments relating to investments carried under the measurement alternative in the three month period ended March 31, 2025 and March 31, 2024.

The carrying value of these investments as of June 30, 2025 and December 31, 2024 was $ 15.6 million and $ 13.8 million, respectively, which are presented within “Other investments” on the Company’s unaudited consolidated balance sheets.

The Company did not recognize any gains, losses, or impairments relating to investments carried under the measurement alternative in the three and six month periods ended June 30, 2025 and June 30, 2024.

Investment securities

The following tables summarize the Company’s investments in government debt securities as of March 31, 2025 and December 31, 2024:

At March 31, 2025

The following tables summarize the Company’s investments in government debt securities as of June 30, 2025 and December 31, 2024:

At June 30, 2025

Amortized cost

17 unchanged sentences

dollar and euro denominated, respectively.

Investment securities with original maturities of 90 days or less when purchased are presented within cash and cash equivalents and measured at amortized cost (March 31, 2025:

Investment securities with original maturities of 90 days or less when purchased are presented within cash and cash equivalents and measured at amortized cost (June 30, 2025:

$ 109.0 million, December 31, 2024:

12 unchanged sentences

The carrying amount of cash and cash equivalents, accounts receivable from licensing and collaboration partners, 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, 2025 and December 31, 2024 :

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 June 30, 2025 and December 31, 2024 :

Quoted prices

12 unchanged sentences

Total liabilities

At March 31, 2025

At June 30, 2025

Cash and cash equivalents

8 unchanged sentences

Contingent consideration

The Company is required to pay up to EUR 143.1 million (or $ 154.8 million based on the foreign exchange rate on March 31, 2025) to the former shareholders of uniQure France SAS (formerly Corlieve Therapeutics SAS) upon the achievement of the remaining contractually defined milestones in connection with the Company’s acquisition of uniQure France SAS.

The fair value of the contingent consideration as of March 31, 2025 was $ 12.6 million (December 31, 2024:

The Company is required to pay up to EUR 143.1 million (or $ 168.0 million based on the foreign exchange rate on June 30, 2025) to the former shareholders of uniQure France SAS (formerly Corlieve Therapeutics SAS) upon the achievement of the remaining contractually defined milestones in connection with the Company’s acquisition of uniQure France SAS.

The fair value of the contingent consideration as of June 30, 2025 was $ 15.9 million (December 31, 2024:

$ 10.9 million) using discount rates of approximately 13.8 % to 14.4 % (December 31, 2024:

15.3 % to 16.2 %).

If, as of March 31, 2025, the Company had assumed a 100 % likelihood of AMT-260 advancing into a Phase III clinical study, then the fair value of the contingent consideration would have increased to $ 40.5 million.

If, as of March 31, 2025, the Company had assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would have been released to income.

The following table presents the changes in fair value of the contingent consideration between December 31, 2024 and March 31, 2025:

If, as of June 30, 2025, the Company had assumed a 100 % likelihood of AMT-260 advancing into a Phase III clinical study, then the fair value of the contingent consideration would have increased to $ 51.4 million.

If, as of June 30, 2025, the Company had assumed that it would discontinue development of the AMT-260 program, then the contingent consideration would have been released to income.

The following table presents the changes in fair value of the contingent consideration between December 31, 2024 and June 30, 2025:

consideration

1 unchanged sentence

Balance at December 31, 2024

Change in fair value (presented within research and development expenses)

Unrealized change in fair value (presented within research and development expenses)

Currency translation effects

Balance at March 31, 2025

As of March 31, 2025, the Company classified nil (December 31, 2024:

Balance at June 30, 2025

As of June 30, 2025, the Company classified nil (December 31, 2024:

nil ) of the total contingent consideration of $ 15.9 million (December 31, 2024:

2 unchanged sentences

Investment securities

Refer to Note 4 “ Investment securities ” for the fair value of the investment securities as of March 31, 2025 and December 31, 2024.

Refer to Note 4 “ Investment securities ” for the fair value of the investment securities as of June 30, 2025 and December 31, 2024.

Accrued expenses and other current liabilities

1 unchanged sentence

(in thousands)

Personnel related accruals and liabilities

Accruals for goods received from and services provided by vendors-not yet billed

Current portion of firm purchase commitment liability

Personnel related accruals and liabilities

Liability owed to the Purchaser pursuant to the Royalty Financing Agreement (refer to Note 8 " Royalty Financing Agreement")

Current portion of firm purchase commitment liability

7 Long-term debt

4 unchanged sentences

The 2023 Amended Facility extended the maturity date and interest-only period from December 1, 2025 to January 5, 2027 (the “Maturity Date”).

The total principal outstanding as of March 31, 2025 under the 2024 Amended Facility was $ 50.0 million.

The total principal outstanding as of June 30, 2025 under the 2024 Amended Facility was $ 50.0 million.

The Company is required to repay the residual principal balance on the Maturity Date.

1 unchanged sentence

Pursuant to the terms of the 2024 Amended Facility, the Company owes a back-end fee of $ 2.4 million on December 1, 2025 and a back-end fee of $ 0.6 million on the Maturity Date.

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) was $ 52.1 million as of March 31, 2025, compared to $ 51.9 million as of December 31, 2024, and is recorded net of discount and debt issuance costs.

The foreign currency gain on the facility in the three months ended March 31, 2025 was $ 2.1 million compared to a foreign currency loss of $ 2.3 million during the same period in 2024.

Interest expense during the three months ended March 31, 2025 was $ 1.8 million, compared to $ 3.7 million during the same period in 2024.

The amortized cost (including interest due presented as part of accrued expenses and other current liabilities) was $ 52.3 million as of June 30, 2025, compared to $ 51.9 million as of December 31, 2024, and is recorded net of discount and debt issuance costs.

The foreign currency gain on the facility in the three and six months ended June 30, 2025 was $ 4.3 million and $ 6.4 million, respectively, compared to a foreign currency loss of $ 0.7 million and $ 3.0 million, respectively, during the same period in 2024.

Interest expense during the three and six months ended June 30, 2025 was $ 1.8 million and $ 3.6 million, respectively, compared to $ 3.7 million and $ 7.4 million, respectively, during the same periods in 2024.

Under the 2024 Amended 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 U.S.

1 unchanged sentence

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.

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 2024 Amended 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 $ 605.4 million, less $ 78.4 million of cash and cash equivalents and other current assets held by the Company, and $ 82.4 million of other current assets and investment held by uniQure France SAS as well as receivables sold to the Purchaser.

The Company is required to keep a minimum of unrestricted cash equal to at least 30 % of the loan amount outstanding.

The 2024 Amended Facility restricts the Company’s ability, among other things, to incur future indebtedness and obtain additional debt financing, make investments in securities or in other companies, transfer assets, perform certain corporate changes, make loans to employees, officers, and directors, and make dividend payments and other distributions to its shareholders.

The 2024 Amended Facility is secured by a direct or indirect pledge of the Company’s total assets of $ 584.9 million, less $ 69.7 million of cash and cash equivalents and other current assets held by the Company, and $ 89.8 million of other current assets and investment held by uniQure France SAS as well as receivables sold to HemB SPV, L.P.

(the “Purchaser”).

Under the 2024 Amended 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, 2025, the Company was in material compliance with all covenants and provisions of the Amended Facility.

As of June 30, 2025, the Company was in material compliance with all covenants and provisions of the 2024 Amended Facility.

8 Royalty Financing Agreement

On May 12, 2023, the Company entered into a royalty purchase agreement (the “Royalty Financing Agreement”) with HemB SPV, L.P.

(the “Purchaser”).

Under the terms of the Royalty Financing Agreement, the Company received an upfront payment of $ 375.0 million in exchange for its rights to the lowest royalty tier on CSL Behring LLC’s (“CSL Behring”) worldwide net sales of HEMGENIX® for certain current and future royalties due to the Company.

In May 2023, the Company entered into a royalty purchase agreement (the “Royalty Financing Agreement”) with the Purchaser.

Under the terms of the Royalty Financing Agreement, the Company received an upfront payment of $ 375.0 million in exchange for its rights to the lowest royalty tier on CSL Behring LLC’s (“CSL Behring”) worldwide net sales of etranacogene dezaparvovec-drlb (HEMGENIX®) for certain current and future royalties due to the Company.

The Company will be obligated to pay $ 25.0 million of the first worldwide sales milestone payment from CSL Behring, if received, to the Purchaser.

6 unchanged sentences

Following the initial recognition, the Company records the debt at amortized cost.

As of March 31, 2025 the Company expects to satisfy its commitment to the Purchaser prior to the Second Hard Cap Date.

As of June 30, 2025 the Company expects to satisfy its commitment to the Purchaser prior to the Second Hard Cap Date.

The Company recorded the difference of $ 473.7 million between the total expected payments of $ 843.8 million to the Purchaser and the $ 370.1 million net proceeds as interest expense using the effective interest rate method.

2 unchanged sentences

The Company would have recorded the following amounts of interest expense if it had used the effective interest rate at the lower and upper end of this range:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in millions)

Interest expenses at effective interest rate of 12.0 % per annum

2 unchanged sentences

The Company prospectively updates the effective interest rate at each reporting date based on updated cash flow projections.

The following table presents the movement in the liability related to the Royalty Financing Agreement between December 31, 2024 and March 31, 2025:

The following table presents the movement in the liability related to the Royalty Financing Agreement between December 31, 2024 and June 30, 2025:

Amount of liability

3 unchanged sentences

Interest expense for the period

Balance as of March 31, 2025 (includes $ 1.6 million presented as "Accrued expenses and other current liabilities)

9 Shareholders’ Equity

Balance as of June 30, 2025 (includes $ 5.2 million presented as "Accrued expenses and other current liabilities)

9 Shareholders' (deficit) / equity

In January 2025, the Company received net proceeds of $ 70.1 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, through a follow-on public offering of 4.4 million ordinary shares at a public offering price of $ 17.00 per ordinary share.

In February 2025, the Company received an additional $ 10.6 million in net proceeds upon the underwriters’ exercise of their option to purchase an additional 0.7 million ordinary shares at the public offering price.

In February 2025, the Company received an additional $ 10.4 million in net proceeds after related offering expenses upon the underwriters’ exercise of their option to purchase an additional 0.7 million ordinary shares at the public offering price.

10 Share-based compensation

The Company’s share-based compensation plans include the amended and restated 2014 Share Incentive Plan (as amended, 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 2024, the Company’s shareholders authorized an additional 1,500,000 shares for issuance.

As of March 31, 2025, a total of 3,912,283 ordinary shares remain available for issuance under the 2014 Plan.

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

At the annual general meeting of shareholders in June 2025, the Company’s shareholders authorized an additional 2,400,000 shares for issuance under the 2014 Plan.

As of June 30, 2025, a total of 4,484,501 ordinary shares remain available for issuance under the 2014 Plan.

In June 2018, the Company’s shareholders adopted and approved the uniQure N.V.

Employee Stock Purchase Plan (as amended, the “ESPP”) allowing the Company to issue up to 150,000 ordinary shares.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended.

Under the ESPP, employees are eligible to purchase ordinary shares through payroll deductions, subject to any plan limitations.

The purchase price of the ordinary shares on each purchase date is equal to 85 % of the lower of the closing market price on the offering date and the closing market price on the purchase date of each three-month offering period.

The purchase price of the ordinary shares on each purchase date is equal to the lower of:

(i) 85 % of the closing market price on the offering date or (ii) 85 % of the closing market price on the purchase date.

2014 Plans and ESPP

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 March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Cost of manufacturing services revenue

2 unchanged sentences

Share-based compensation expense / (income) recognized by award type for the 2014 Plans as well as the ESPP was as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Award type/ESPP

3 unchanged sentences

Employee share purchase plan

As of March 31, 2025, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

As of June 30, 2025, the unrecognized share-based compensation expense related to unvested awards under the 2014 Plans were:

Weighted average

9 unchanged sentences

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

The following table summarizes option activity under the 2014 Plans for the three months ended March 31, 2025:

The following table summarizes option activity under the 2014 Plans for the six months ended June 30, 2025:

Weighted average

2 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Thereof, fully vested, and exercisable on March 31, 2025

Thereof, outstanding and expected to vest after March 31, 2025

Outstanding at June 30, 2025

Thereof, fully vested, and exercisable on June 30, 2025

Thereof, outstanding and expected to vest after June 30, 2025

Outstanding and expected to vest after December 31, 2024

1 unchanged sentence

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 March 31,

Three months ended June 30,

Six months ended June 30,

Expected volatility

1 unchanged sentence

Risk free interest rate

4,36 % - 4,64 %

Expected dividend yield

The following table summarizes the RSU activity for the three months ended March 31, 2025:

The following table summarizes the RSU activity for the six months ended June 30, 2025:

Weighted average

2 unchanged sentences

Non-vested at December 31, 2024

Non-vested at March 31, 2025

Non-vested at June 30, 2025

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

3 unchanged sentences

The fair value of PSUs granted in 2022 and 2024 is determined at the grant date by reference to share-price.

The fair value of PSUs awarded in 2024 and for which the service period precedes the grant date, is being determined by reference to the price of the Company’s ordinary shares as of March 31, 2025.

The following table summarizes the PSU activity for the three months ended March 31, 2025:

The fair value of PSUs awarded in 2024 and for which the service period precedes the grant date, is determined by reference to the price of the Company’s ordinary shares as of June 30, 2025.

The following table summarizes the PSU activity for the six months ended June 30, 2025:

Weighted average

2 unchanged sentences

Non-vested at December 31, 2024

Non-vested at March 31, 2025

PSUs awarded but not yet earned

Non-vested at June 30, 2025

PSUs awarded but not yet granted

Total non-vested and discretionary PSUs

In the three months ended March 31, 2025, there was an increase in the number of ordinary shares awarded, of 115,000 shares, related to the PSUs awarded but not yet earned, as a result of the increase of the expected payout from 100 % to 200 %.

During the three months ended March 31, 2025 and 2024, nil ordinary shares were issued under the ESPP.

As of March 31, 2025, 86,712 ordinary shares remain available for issuance under the ESPP compared to a total of 96,862 as of March 31, 2024.

In the six months ended June 30, 2025, there was an increase in the number of ordinary shares awarded, of 115,000 shares, related to the PSUs awarded but not yet granted, as a result of the increase of the expected payout from 100 % to 200 % .

During the six months ended June 30, 2025 nil ordinary shares were issued under the ESPP compared to 10,150 during the same period in 2024.

As of June 30, 2025, 86,712 ordinary shares remain available for issuance under the ESPP compared to a total of 86,712 as of June 30, 2024.

Segment Reporting

5 unchanged sentences

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Employee related expenses

14 unchanged sentences

Consolidated loss before income tax expense

(1) Other segment items included in segment operating loss include costs related to intellectual property, information technology and insurance offset by income related to payments received from European authorities to subsidize the Company’s research and development in the Netherlands and France.

CSL Behring collaboration

1 unchanged sentence

entered into the CSL Behring Agreement, pursuant to which CSL Behring received exclusive global rights to HEMGENIX®.

Following the divestiture of the Company’s commercial manufacturing activities located in Lexington, MA (“Lexington Transaction”), the Company determined that it is an agent in the sale of HEMGENIX® to CSL Behring.

Following the divestiture of the Company’s commercial manufacturing activities located in Lexington, MA in July 2024 (“Lexington Transaction”), the Company determined that it is an agent in the sale of HEMGENIX® to CSL Behring.

As a result of the Company being an agent, the Company recognizes corresponding costs related to the purchase of HEMGENIX® from Genezen Holdings Inc.

4 unchanged sentences

Accounts receivable

Other income for the three months ended March 31, 2025 and 2024:

Three months ended March 31,

Other income for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30,

Six months ended June 30,

(in thousands)

Sale of critical reagents to Genezen

1 unchanged sentence

Sublease income

In the three months ended March 31, 2025 the Company recognized $ 6.0 million in income related to a one-time sale of critical reagents to Genezen.

In the three and six months ended June 30, 2025 the Company recognized nil and $ 6.0 million in income, respectively, related to a one-time sale of critical reagents to Genezen.

There were no sales of critical reagents in the comparative prior period.

The Company recorded $ 0.5 million deferred tax expense in relation to its operations in the U.S.

during the three months ended March 31, 2025.

The Company recorded $ 0.7 million deferred tax expense in relation to its operations in the U.S.

during the three months ended March 31, 2024.

The effective income tax rate of 1.1 % during the three months ended March 31, 2025 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 and a partial valuation allowance against its net deferred tax assets in France.

The effective income tax rate during the three months ended March 31, 2024 was 1.0 % as the Company had recorded a valuation allowance against its net deferred tax assets in the Netherlands and a partial valuation allowance against its net deferred tax asset in France.

The Company recorded $ 0.5 million and $ 0.9 million deferred tax expense in relation to its operations in the U.S.

during the three and six months ended June 30, 2025, respectively.

The Company recorded $ 0.9 million and $ 1.6 million deferred tax expense in relation to its operations in the U.S.

during the three and six months ended June 30, 2024, respectively.

The effective income tax rate of 1.1 % and 1.1 % during the three and six months ended June 30, 2025 (during the three and six months ended June 30, 2024, 1.7 % and 1.3 %, respectively) 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 and a partial valuation allowance against its net deferred tax assets in France.

15 Basic and diluted earnings per share

Diluted earnings per share is 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 in the three months ended March 31, 2025, all potentially dilutive ordinary shares would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share for the three months ended March 31, 2025.

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, 2025 and March 31, 2024, respectively.

As the Company has incurred a loss in the three and six months ended June 30, 2025, all potentially dilutive ordinary shares would have an antidilutive effect, if converted, and thus have been excluded from the computation of loss per share for the three and six months ended June 30, 2025.

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 June 30, 2025 and June 30, 2024, respectively.

The potentially dilutive ordinary shares are summarized below:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Anti-dilutive ordinary share equivalents

Stock options under 2014 Plans and previous plan

Stock options under 2014 Plans

Non-vested RSUs and PSUs

2 unchanged sentences

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