Pharvaris N.V.
Unaudited Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025
Exhibit 99.3
Pharvaris N.V.
Unaudited Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2025
Contents
Unaudited condensed consolidated statement of loss and other comprehensive (loss) /income |
|
|
|
Unaudited condensed consolidated statement of financial position |
|
|
|
Unaudited condensed consolidated statement of changes in equity |
|
|
|
Unaudited condensed consolidated statement of cash flows |
|
|
|
Notes to the unaudited condensed consolidated interim financial statements |
|
|
|
2
|
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
|||||||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|||||
|
Notes |
|
€ |
|
€ |
|
€ |
|
€ |
|
|||||
Research and development expenses |
|
3 |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
General and administrative expenses |
|
4 |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Total operating expenses |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Finance (expense)/income |
|
6 |
|
|
( |
) |
|
|
|
( |
) |
|
|
||
Loss before income tax |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Income taxes |
|
7 |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Net Loss |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Other comprehensive (loss) income |
|
|
|
|
|
|
|
|
|
|
|||||
Items that may be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|||||
Exchange (losses) gains arising on translation of foreign operations |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|||
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|||||
Equity holders of the Company |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Loss per share attributable to the equity holders of the Company during the periods |
|
|
|
|
|
|
|
|
|
|
|||||
Basic and diluted loss per share: |
19 |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
3
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|||
|
|
Notes |
|
|
€ |
|
|
€ |
|
|||
Assets |
|
|
|
|
|
|
|
|
|
|||
Non-current assets |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
|
8 |
|
|
|
|
|
|
|
||
Right of use assets |
|
|
9 |
|
|
|
|
|
|
|
||
Deferred tax assets |
|
|
7 |
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
|
|||
Receivables |
|
|
10 |
|
|
|
|
|
|
|
||
Other current assets |
|
|
11 |
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
12 |
|
|
|
|
|
|
|
||
Current tax receivable |
|
|
10 |
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Equity and liabilities |
|
|
|
|
|
|
|
|
|
|||
Equity |
|
|
|
|
|
|
|
|
|
|||
Share capital |
|
|
13 |
|
|
|
|
|
|
|
||
Share premium |
|
|
|
|
|
|
|
|
|
|||
Other reserves |
|
|
|
|
|
|
|
|
|
|||
Currency translation reserve |
|
|
|
|
|
( |
) |
|
|
|
||
Accumulated loss |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total equity |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Long term liabilities |
|
|
|
|
|
|
|
|
|
|||
Non-current lease liability |
|
|
9 |
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
|
|||
Trade and other payables |
|
|
14 |
|
|
|
|
|
|
|
||
Accrued liabilities |
|
|
15 |
|
|
|
|
|
|
|
||
Current lease liability |
|
|
9 |
|
|
|
|
|
|
|
||
Current tax payable |
|
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
|
|
|
|
|
|||
Total equity and liabilities |
|
|
|
|
|
|
|
|
|
|||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
4
For the six months ended June 30, 2025 and June 30, 2024
|
|
|
|
|
Share |
|
|
Share |
|
|
Other |
|
|
Currency |
|
|
Accumulated |
|
|
Total |
|
|||||||
|
|
Notes |
|
|
€ |
|
|
€ |
|
|
€ |
|
|
€ |
|
|
€ |
|
|
€ |
|
|||||||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Net Loss |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||||
Issue of share capital |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||||
Transaction costs on issue of shares |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|||||||
Currency translation reserve |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|||||||
Share-based payments |
|
|
18 |
|
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Settlement of share-based payments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Balance at January 1, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Net Loss |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Currency translation reserve |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Settlement of share-based payments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|||
Share-based payments |
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
5
For the six months ended June 30, 2025 and 2024
|
|
|
|
2025 |
|
|
2024 |
|
||
|
|
Notes |
|
€ |
|
|
€ |
|
||
Operating activities |
|
|
|
|
|
|
|
|
||
Loss before tax |
|
|
|
|
( |
) |
|
|
( |
) |
Non-cash adjustments to reconcile loss before tax to net cash flows from operations: |
|
|
|
|
|
|
|
|
||
Share-based payment expense |
|
18 |
|
|
|
|
|
|
||
Depreciation expense |
|
4 |
|
|
|
|
|
|
||
Net foreign exchange loss (gain) |
|
6 |
|
|
|
|
|
( |
) |
|
Finance income |
|
6 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Changes in working capital: |
|
|
|
|
|
|
|
|
||
(Increase) in receivables |
|
|
|
|
( |
) |
|
|
( |
) |
Increase in other current assets |
|
|
|
|
( |
) |
|
|
( |
) |
Increase trade and other payables |
|
|
|
|
422,029 |
|
|
|
58,721 |
|
Increase in accrued liabilities |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Income taxes received (paid) |
|
|
|
|
|
|
|
( |
) |
|
Received interest |
|
|
|
|
|
|
|
|
||
Net cash flows used in operating activities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
|
|
||
Purchase of property, plant and equipment |
|
8 |
|
|
( |
) |
|
|
( |
) |
Net cash flows used in investing activities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
|
|
||
Proceeds from issue of shares |
|
13 |
|
|
|
|
|
|
||
Transaction costs on issue of shares, net |
|
|
|
|
|
|
|
|
||
Payment of principal portion of lease liabilities |
|
9 |
|
|
( |
) |
|
|
( |
) |
Net cash flows (used in) provided by financing activities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents |
|
|
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at the beginning of the period |
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes |
|
|
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at the end of the period |
|
12 |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
6
1. Corporate and Group information
This section provides general corporate and group information about Pharvaris N.V. and its subsidiaries.
1.1 Corporate information
Pharvaris N.V. was incorporated on
The Company’s registered office is located at Emmy Noetherweg 2, Leiden. The Company is registered at the Chamber of Commerce under file number 64239411.
Pharvaris is a late-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for rare diseases with significant unmet need, initially focused on angioedema and other bradykinin-mediated diseases.
The unaudited condensed consolidated interim financial statements of Pharvaris N.V. (the “Company” or “Pharvaris”) and its subsidiaries (collectively, “The Group”) as of June 30, 2025, and December 31, 2024, and for the three and six months ended June 30, 2025 and 2024 were authorized for issue in accordance with a resolution of the directors on August 12, 2025.
1.2 Group information
Subsidiaries
The unaudited condensed consolidated interim financial statements of the Group include:
|
|
|
|
Country of |
|
% of equity interest as |
||
Name |
|
Legal seat |
|
incorporation |
|
2025 |
|
2024 |
|
|
|
|
|||||
|
|
|
|
|||||
|
|
|
|
|||||
|
|
|
|
|||||
|
|
|
|
NA |
||||
*
The ultimate parent company of the Group is Pharvaris N.V., which is based in the Netherlands.
2. Summary of significant accounting policies
2.1 Basis of preparation
The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and should be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2024 (“last annual financial statements”). These unaudited condensed consolidated interim financial statements do not include all the information required for a complete set of financial statements prepared in accordance with IFRS as issued by the IASB.
However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
The unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis. Unless otherwise stated, the unaudited condensed consolidated interim financial statements are presented in euros and all values are rounded to the nearest EUR (€), except per share amounts.
During the six-month period ended June 30, 2025, the Company undertook a review of its expense classification methodology to better align with the nature of the underlying activities and industry practices. As a result of this review, certain personnel, consulting, and facility related costs previously reported under General and Administrative expenses were determined to be more appropriately classified as Research and Development expenses. The Company reclassified approximately €0.5 million and €0.7 million from General and Administrative expenses to Research and Development expenses for the three and six months ending, June 30, 2025, respectively. This reclassification had no impact on the total operating expenses, net loss, or loss per share.
7
2.2 Going concern
Management assessed the Company’s ability to fund its operations for a period of at least 12 months after the date of signing these financial statements. Management has not identified significant going concern risks. The financial statements of the Company have been prepared on the basis of the going concern assumption based on its existing funding, taking into account the Company’s current cash position and the projected cash flows based on the activities under execution on the basis of Pharvaris’ business plan and budget.
2.3 Use of judgements and estimates
In preparing these unaudited condensed consolidated interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.
2.4 Change in material accounting policies
The accounting policies applied in these unaudited condensed consolidated interim financial statements are the same as those applied in the consolidated financial statements for the year ended December 31, 2024.
Effective Standards
IASB’s Amendments to IAS 21 — Lack of Exchangeability (issued May 2024, effective for annual reporting periods beginning on or after 1 January 2025) provide guidance on how to determine the spot exchange rate when a currency is not exchangeable into another currency. An entity applies the amendments for annual reporting periods beginning on or after 1 January 2025. The Group has evaluated that there is no impact on the company due to this amendment.
New standards and interpretations issued not yet effective
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) which replaces IAS 1 Presentation of Financial Statements. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new. These categories are complemented by the requirement to present subtotals and totals for “operating profit or loss”, “profit or loss before financing income and taxes” and “profit or loss”. IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted. The Group is currently evaluating the impact of this amendment.
There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a material impact to the interim consolidated financial statements.
3. Research and development expenses
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Clinical expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Personnel expenses (Note 5) |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Nonclinical expenses |
|
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
Manufacturing costs |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
License costs |
|
|
|
|
|
|
|
|
( |
) |
|||
Intellectual Property costs |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Development expenses are currently not capitalized but are recorded in the condensed consolidated statements of profit or loss and other comprehensive loss because the recognition criteria for capitalization are not met.
Clinical expenses include costs of conducting and managing our sponsored clinical trials, including clinical investigator cost, costs of clinical sites, and costs for CRO’s assisting with our clinical development programs and travel expenses.
Manufacturing expenses include costs related to manufacturing of active pharmaceutical ingredients and manufacturing of the products used in our clinical trials and research and development activities as well as travel expenses.
8
Nonclinical expenses include costs of our outsourced discovery and nonclinical development studies and associated travel expenses.
Licensing costs consist of milestone payments reflecting the start of the Phase III study.
4. General and administrative expenses
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Personnel expenses (Note 5) |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Professional fees |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Facilities, communication & office expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Accounting, tax and auditing fees |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Travel expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Consulting fees |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Other expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Since 2022, the Group entered into a number of short-term rental arrangements, the expenses are included in "Other expenses".
Depreciation expense for the six months ended June 30, 2025 and 2024 was €
5. Personnel expenses
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Wages and salaries |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Share-based payments |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Other social security charges |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Pension charges |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Other employee related costs |
|
|
( |
) |
|
|
|
( |
) |
|
|
||
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
The average number of staff (in FTEs) employed by the Group in the six months ended June 30, 2025 was
6. Finance (expense)/ income
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Foreign exchange differences |
|
|
( |
) |
|
|
|
( |
) |
|
|
||
Interest and other income over bank balances |
|
|
|
|
|
|
|
|
|
||||
Other finance expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||
7. Income taxes
Income taxes are accounted for in line with IAS 34. The interim period is considered part of a larger financial year, where the income tax is recognized in each interim period based on the best estimate of the weighted average annual
9
income tax rate expected for the full financial year. The estimated tax expenses are determined based on a full-year basis (P&L) and subsequently allocated using the expected full year effective tax rate. The discrete items are recognized in full in the interim period in which they emerge. In the total interim tax charge, no distinction is made between current and deferred tax expenses/ income.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
€ |
|
|
€ |
|
|
€ |
|
|
€ |
|
||||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deferred tax charge |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
The tax expense over the three and six months ended June 30, 2025 and 2024 relates to the Company's U.S. and Dutch subsidiaries as the result of a cost-plus agreement between the Company's principal entity and the U.S. and the Dutch subsidiaries, resulting in an estimated taxable profit in the U.S. and the Netherlands.
Reconciliation of income tax benefit at statutory tax rate and the income tax expense as reported in the unaudited condensed consolidated statement of profit or loss and other comprehensive income is as follows:
|
|
For the three months ended June 30, |
|
For the six months ended |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Loss before income tax |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Income tax at statutory income tax rate in the Netherlands ( |
|
|
|
|
|
|
|
|
|
||||
Effect of tax rates in other countries |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Deferred tax assets recognition effects |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Non-deductible expenses |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Transfer Pricing adjustment |
|
|
( |
) |
|
|
|
( |
) |
|
|
||
Prior period adjustments |
|
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
Income tax expense |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year, bearing in mind the impact of non-discrete and discrete items. Non discrete items in the income tax expense are recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. Discrete items in the income tax expense are recognized at the applicable statutory tax rate.
The (estimated) average annual tax rate used for the six months ended June 30, 2025 was
The current period losses for which no deferred tax asset has been recognized mainly consists of the unrecognized tax effect of losses incurred in Switzerland. The differences in the overseas tax rates are due to the lower tax rate in Switzerland compared to the statutory income tax rate in the Netherlands.
Pharvaris N.V. is the head of the fiscal unity including Pharvaris Netherlands B.V. and Pharvaris Holdings B.V.
Deferred tax
Deferred taxes have been recognized to the extent that management concludes that there is sufficient probability as per IAS 12 that there will be future taxable profits available in the foreseeable future against which the unused tax losses and deductible temporary differences can be utilized.
Deferred tax assets relating to losses carried forward have not been recognized, and deferred tax assets on deductible temporary differences in excess of deferred tax liabilities on taxable temporary differences have not been recognized in the consolidated statement of profit and loss and other comprehensive income for the Dutch fiscal unity.
10
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Net book value |
|
€ |
|
|
€ |
|
||
Balance at beginning of period |
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
||
Depreciation expenses |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Cumulative depreciation |
|
€ |
|
|
€ |
|
||
As of January 1, |
|
|
( |
) |
|
|
( |
) |
Depreciation |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Cumulative Costs |
|
€ |
|
|
€ |
|
||
Balance at beginning of period |
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
||
Balance at end of period |
|
|
|
|
|
|
||
During the six months ended June 30, 2025, the Group acquired assets with a cost of €
9. Leases
The following table provides information about the Group’s right-of-use assets:
|
|
June 30, |
|
|
December 31, 2024 |
|
||
|
|
€ |
|
|
€ |
|
||
Balance at beginning of period |
|
|
|
|
|
|
||
Addition |
|
|
|
|
|
|
||
Depreciation charges |
|
|
( |
) |
|
|
( |
) |
Impact of transaction of foreign currency |
|
|
( |
) |
|
|
|
|
Balance at end of period |
|
|
|
|
|
|
||
The following table provides information about the Group’s lease liabilities at June 30, 2025:
|
|
June 30, |
|
|
December 31, |
|
||
|
|
€ |
|
|
€ |
|
||
Office leases |
|
|
( |
) |
|
|
( |
) |
Total lease liability |
|
|
( |
) |
|
|
( |
) |
Current portion |
|
|
( |
) |
|
|
( |
) |
Non-current portion |
|
|
( |
) |
|
|
( |
) |
Office leases consist of (i) a lease that was entered into on December 1, 2022 with an expiration date of November 30, 2025 for offices in Leiden, the Netherlands, and (ii) a new lease agreement entered into on October 16, 2024 with an expiration date of December 31, 2029, for office space in Lexington, Massachusetts, United States of America (the "U.S.").
On June 30, 2024 a lease related to office space in Lexington, Cranberry One Suite 300, expired.
The average incremental borrowing rate applied to the lease liability related to the Leiden lease was
11
The average incremental borrowing rate applied to the lease liability related to the U.S. lease was
Depreciation expense was €
The total expense related to short-term and low-value leases for the six months ended June 30, 2025 and 2024, was €
Cash outflows related to leases during the six months ended June 30, 2025 and 2024 were €
10. Receivables
|
|
June 30, |
|
|
December 31, |
|
||
|
|
€ |
|
|
€ |
|
||
Current tax receivable |
|
|
|
|
|
|
||
VAT receivables |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
11. Other current assets
|
|
June 30, |
|
|
December 31, |
|
||
|
|
€ |
|
|
€ |
|
||
Prepayments |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Prepayments mainly relate to prepaid insurance, prepaid research and development expenses and rent.
12. Cash and cash equivalents
As of June 30, 2025 and December 31, 2024, there were
13. Equity
On June 30, 2025, the Company’s authorized share capital amounted to €
As of June 30, 2025, the total number of issued and fully paid shares was
In March 2022, the Company filed a Form F-3 Registration Statement and prospectus, allowing the Company to sell up to $
As of June 30, 2025, the Company has sold a total of
12
In June 2023, the Company sold a total of
In December, 2023, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Leerink Partners, LLC as underwriters, pursuant to which the Company agreed to issue and sell (i)
The pre-funded warrants were exercised in January 2024 for gross exercise proceeds of $
In March 2024, the Company received a partial reimbursement for certain of its expenses in connection with the December 2023 offering which have been accounted for in the share premium.
Issued shares
|
|
June 30, |
|
|
December 31, |
|
||
|
|
Number of shares |
|
|
Number of shares |
|
||
Ordinary shares |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
14. Trade and other payables
|
|
June 30, |
|
|
December 31, |
|
||
|
|
€ |
|
|
€ |
|
||
Trade payables |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
15. Accrued liabilities
|
|
June 30, |
|
|
December 31, |
|
||
|
|
€ |
|
|
€ |
|
||
Clinical accrued liabilities |
|
|
|
|
|
|
||
Personnel related accruals |
|
|
|
|
|
|
||
Manufacturing accrued liabilities |
|
|
|
|
|
|
||
Nonclinical accrued liabilities |
|
|
|
|
|
|
||
Consulting, professional and audit liability |
|
|
|
|
|
|
||
Other accrued liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
16. Risk management activities
The Group’s risk management activities are the same as disclosed in Note 17 of the consolidated financial statements for the year ended December 31, 2024.
17. Fair values
Fair values of cash balances, trade receivables, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the cash equivalents, Group’s financial instruments measured at fair value on recurring basis, is categorized within level 1 of the fair value hierarchy, as the valuation is based on quoted net asset values (NAV) in active markets at the reporting date.
13
18. Share-based payments
In 2016, the Company implemented an Equity Incentive Plan (the “Plan”) in order to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with performance-based incentives that are intended to better align the interests of such persons with those of the Company’s shareholders. This plan has been superseded by the 2021 Equity Incentive Plan (the “2021 Plan”).
Set out below is an overview of changes in the Stock Options and Restricted Stock Units (“RSUs”) during the six months ended June 30, 2025.
|
|
Stock Options |
|
|
RSUs |
|
||||||
|
|
Outstanding |
|
|
Weighted |
|
|
Outstanding |
|
|||
|
|
|
|
|
€ |
|
|
|
|
|||
Outstanding January 1, 2025 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised (Vested and Settled) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Forfeited |
|
|
|
|
|
|
|
|
( |
) |
||
Expired Options |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding June 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
During the six months ended June 30, 2025, a total of
During the six months ended June 30, 2025,
During the six months ended June 30, 2025,
The fair value of the RSUs is determined based on the share value per ordinary share at the grant date (or at the first trading day after the grant date if the Nasdaq Stock Exchange is not open on this date). The grant dates and share closing prices for grants during the first three months of 2025 were: February 1 (€
On March 12, 2025, a total of
On March 12, 2025, a total of
As of June 30, 2025, a total number of
For the six months ended June 30, 2025, the Group recognized €
The inputs and outputs used in the measurement of the fair value per option at each grant/ measurement date using the Black-Scholes formula (including the related number of options and the fair value of the options) were as follows:
14
|
|
March 12, 2025 |
|
March 12, 2025 |
|
||
Number of options |
|
|
|
|
|
||
Fair value of the options |
|
€ |
|
€ |
|
||
Fair value of the ordinary shares |
|
€ |
|
€ |
|
||
Exercise price |
|
€ |
|
€ |
|
||
Expected volatility (%) |
|
|
% |
|
% |
||
Expected life (years) |
|
|
|
|
|||
Risk-free interest rate (%) |
|
|
% |
|
% |
||
Expected dividend yield |
|
|
|
|
|
||
19. Basic and diluted loss per share
Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of issued and outstanding ordinary shares during the three months ended June 30, 2025 and 2024.
All of the Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share attributable to ordinary stockholders as the effect of including them would be antidilutive.
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
|
€ |
|
€ |
|
€ |
|
||||
Net Loss |
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Weighted average number of ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per share |
|
|
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
20. Commitments and Contingencies
Claims
There are
Commitments
The Group's contractual obligations and commitments as of June 30, 2025 amounted to €
The Group had
21. Related parties
Note 1.2 provides information about the Group’s structure, including details of the subsidiaries and the holding company. The following provides the total amount of transactions that have been entered into with related parties for the relevant financial period.
Key management personnel compensation
|
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
||||||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
||||
|
|
€ |
|
€ |
|
€ |
|
€ |
|
||||
Short term employee benefits |
|
|
|
|
|
|
|
|
|
||||
Post employee benefits |
|
|
|
|
|
|
|
|
|
||||
Share-based payments |
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
||||
The Group engages a management entity for the purpose of providing key management services and/or strategic advisory services to the Company. This management entity is considered a related party, as it provides key management advisory services and exercises key management functions.
15
The aggregate amount of expense recognized in the unaudited condensed consolidated interim financial statements related to this related party was €
The outstanding balances payable to key management personnel, or entities which they control, as per June 30, 2025 and December 31, 2024 were €
16
22. Events after the reporting period
On July 22, 2025, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Leerink Partners LLC as representatives of the underwriters named therein, pursuant to which the Company agreed to issue and sell in an underwritten offering (i) 9,562,500 ordinary shares, par value €0.12 per share (which includes the exercise in full by the underwriters of their option to purchase up to an additional 1,312,500 ordinary shares) and (ii) pre-funded warrants to purchase up to 500,000 ordinary shares. The offering closed on July 24, 2025, and the Company generated net proceeds of approximately $189 million, after deducting bank fees of approximately $12 million.
17
Signatories to the unaudited condensed consolidated interim financial statements
Leiden, August 12, 2025
Pharvaris N.V.
Board of Directors
B.A.E. Modig |
R.H. Glassman |
E. Björk |
J.G.C.P. Schikan |
D.P. Meeker |
V. Monges |
|
|
18