EX-99.3

EX-99.3 4 phvs-ex99_3.htm EX-99.3 EX-99.3

Exhibit 99.3

Pharvaris N.V.

Unaudited Condensed Consolidated Interim Financial Statements

As of and for the three and nine months ended September 30, 2023

Contents


Unaudited condensed consolidated statements of Loss and Other Comprehensive Loss	3

Unaudited condensed consolidated statements of financial position	4

Unaudited condensed consolidated statements of changes in equity	5

Unaudited condensed consolidated statements of cash flows	6

Notes to the unaudited condensed consolidated interim financial statements	7

Unaudited condensed consolidated statements of loss and other comprehensive loss


			Three months ended September 30,						Nine months ended September 30,
			2023			2022			2023			2022
	Notes		€			€			€			€
Research and development expenses		3		(18,535,782	)		(14,088,845	)		(46,962,148	)		(41,324,971	)
General and administrative expenses		4		(7,665,484	)		(8,297,822	)		(22,770,510	)		(21,822,960	)
Total operating expenses				(26,201,266	)		(22,386,667	)		(69,732,658	)		(63,147,931	)
Finance income/(expense)		6		2,748,943			11,494,934			1,906,348			26,387,917
Loss before income tax				(23,452,323	)		(10,891,733	)		(67,826,310	)		(36,760,014	)
Income taxes		7		(146,273	)		2,403,929			(301,108	)		(375,888	)
Net Loss				(23,598,596	)		(8,487,804	)		(68,127,418	)		(37,135,902	)
Other comprehensive income (Loss)
Exchange gains/(losses) arising on translation of foreign operations				(2,623	)		208,615			(31,508	)		128,204
Total comprehensive loss attributable to:
Equity holders of the Company				(23,601,219	)		(8,279,189	)		(68,158,926	)		(37,007,698	)
Loss per share attributable to the equity holders of the Company during the periods
Basic and diluted loss per share:	19			(0.58	)		(0.25	)		(1.87	)		(1.11	)

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

Unaudited condensed consolidated statements of financial position


			September 30, 2023			December 31, 2022
	Notes		€			€
Assets
Non-current assets
Property, plant and equipment		8		211,969			193,474
Right of use assets		9		283,988			432,965
Deferred tax assets		7		302,650			259,803
Current assets
Receivables		10		308,845			382,468
Other current assets		11		9,852,089			4,626,844
Cash and cash equivalents		12		158,358,730			161,837,429
Current tax receivable				21,154			—
Total assets				169,339,425			167,732,983

Equity and liabilities
Equity
Share capital		13		4,918,041			4,057,976
Share premium				354,631,449			289,177,197
Other reserves				26,180,298			20,169,459
Currency translation reserve				11,782			43,290
Accumulated loss				(232,612,994	)		(164,188,892	)
Total equity				153,128,576			149,259,030

Long term liabilities
Non-current lease liability		9		96,007			249,418
Current liabilities
Trade and other payables		14		4,434,246			6,685,080
Accrued liabilities		15		11,485,255			10,890,749
Current lease liability		9		195,341			187,404
Current tax payable				—			461,302
Total liabilities				16,210,849			18,473,953
Total equity and liabilities				169,339,425			167,732,983

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

Unaudited condensed consolidated statements of changes in equity

For the nine months ended September 30, 2023 and September 30, 2022


			Share capital		Share premium			Other reserves			Currency translation reserve			Accumulated losses			Total Equity
	Notes		€		€			€			€			€			€
Balance at January 1, 2022				3,978,226		278,742,900			9,774,416			25,928			(87,568,401	)		204,953,069
Net Loss			—		—			—			—				(37,135,902	)		(37,135,902	)
Issue of share capital		13		70,572		9,464,901		—			—			—				9,535,473
Transaction costs on issue of shares			—			(307,710	)	—			—			—				(307,710	)
Currency translation reserve			—		—			—				128,204		—				128,204
Share-based payments		18	—		—				8,133,588		—			—				8,133,588
Settlement of share-based payments				5,731		561,481			(492,821	)		—			(209,636	)		(135,245	)
Balance at September 30, 2022				4,054,529		288,461,572			17,415,183			154,132			(124,913,939	)		185,171,477
Balance at January 1, 2023				4,057,976		289,177,197			20,169,459			43,290			(164,188,892	)		149,259,030
Net Loss				—		—			—			—			(68,127,418	)		(68,127,418	)
Issue of share capital		13		834,852		63,366,151			—			—			—			64,201,003
Transaction costs on issue of shares				—		(372,654	)		—			—			—			(372,654	)
Currency translation reserve				—		—			—			(31,508	)		—			(31,508	)
Settlement of share-based payments				25,213		2,460,755			(2,174,317	)		—			(296,684	)		14,967
Share-based payments		18		—		—			8,185,156			—			—			8,185,156
Balance at September 30, 2023				4,918,041		354,631,449			26,180,298			11,782			(232,612,994	)		153,128,576

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

Unaudited condensed consolidated statements of cash flows

For the nine months ended September 30,


		2023			2022
	Notes	€			€
Operating activities
Loss before tax			(67,826,310	)		(36,760,014	)
Non-cash adjustments to reconcile loss before tax to net cash flows from operations:
Share-based payment expense	18		8,185,156			8,133,588
Depreciation expense	4		191,526			106,767
Net foreign exchange gain	6		(1,759,432	)		(26,492,975	)
Finance (income)/expense	6		(146,917	)		105,058

Changes in working capital:
Decrease in receivables			73,623			295,924
Increase in other current assets			(5,225,243	)		(2,192,198	)
(Decrease) increase trade and other payables			(2,250,834	)		4,605,286
Increase in accrued liabilities			237,109			5,787,859

Income taxes paid			(830,568	)		(200,041	)
Received (Paid) interest			111,694			(138,915	)
Net cash flows used in operating activities			(69,240,196	)		(46,749,661	)

Investing activities
Purchase of property, plant and equipment	8		(61,604	)		(100,657	)
Net cash flows used in investing activities			(61,604	)		(100,657	)

Financing activities
Proceeds from issue of shares	13		64,201,004			9,609,865
Transaction costs on issue of shares			(373,257	)		(726,367	)
Payment of principal portion of lease liabilities	9		(165,852	)		(73,320	)
Net cash flows provided by financing activities			63,661,895			8,810,178

Net decrease in cash and cash equivalents			(5,639,905	)		(38,040,140	)
Cash and cash equivalents at the beginning of the period			161,837,429			209,353,132
Effect of exchange rate changes			2,161,206			26,416,455
Cash and cash equivalents at the end of the period	12		158,358,730			197,729,447

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

Notes to the unaudited condensed consolidated interim financial statements

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 September 30, 2015 and is based in Leiden, the Netherlands.

The Company’s registered office is located at Emmy Noetherweg 2, Leiden. It has been registered at the Chamber of Commerce under file number 64239411.

The unaudited condensed consolidated interim financial statements of Pharvaris N.V. (the “Company” or “Pharvaris”) and its subsidiaries (collectively, “The Group”) as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022 were authorized for issue in accordance with a resolution of the directors on November 2, 2023.

1.2 Group information

Subsidiaries

The unaudited condensed consolidated interim financial statements of the Group include:


		Country of	% of equity interest as September 30,
Name	Legal seat	incorporation	2023	2022
Pharvaris Holdings B.V.	Leiden	The Netherlands	100%	100%
Pharvaris Netherlands B.V.	Leiden	The Netherlands	100%	100%
Pharvaris GmbH	Zug	Switzerland	100%	100%
Pharvaris, Inc.	Delaware	United States of America	100%	100%

The ultimate parent company

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, 2022 (“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.

2.2 Going concern

Pharvaris is a clinical-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. These therapies will need to go through clinical development trials to achieve regulatory approval for commercialization. Therefore, Pharvaris is incurring annual research and development and other operating costs, and has no revenues to date. As such, Pharvaris anticipates on-going negative operating cash flows for the foreseeable future before the Company has a product candidate ready for commercialization, if at all.

This makes the Group dependent on external capital sources, debt capital and equity capital. Historically, the Group has obtained financing primary through the offering of equity securities.

As of September 30, 2023 and December 31, 2022 the Group had cash and cash equivalents of €158.4 million and €161.8 million, respectively. The Group incurred net losses of €68.1 million in the nine months ended September 30, 2023 and €37.1 million in the same period in 2022 and negative operating cash flows of €69.2 million and €46.7 million in the nine months ended September 30, 2023 and 2022, respectively.

In June 2023, the Company sold a total of 6,951,340 ordinary shares, par value €0.12 per share, in a private placement at a purchase price of $10.07 per ordinary share. The sale generated total proceeds of approximately $70 million (€64.2 million).

The Group does not expect positive operating cash flows in the foreseeable future and remains dependent on additional financing to fund its research and development expenses, general and administrative expenses and financing costs. The Group believes that the available cash balances are sufficient to execute the Group’s operating plan and strategies and to meet the anticipated working capital requirements and settle all expected liabilities into the first quarter of 2025, which is at least twelve months from the issuance date of these unaudited interim financial statements. Accordingly, the unaudited interim financial statements have been prepared on a going concern basis.

The future viability of the Group is dependent on its ability to successfully develop and commercialize its products and its ability to raise additional capital to finance its operations. The Group will need to finance its operations through public or private securities offerings, debt financings or other sources, which may include licensing, collaborations or other strategic transactions or arrangements. Although the Group has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Group, if at all. If the Group is unable to obtain funding, the Group could be forced to delay, reduce, or eliminate some or all of its research and development programs for product candidates, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Group may be unable to continue operations.

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 significant 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, 2022.

3. Research and development expenses


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Personnel expenses (Note 5)		(4,759,379	)		(3,692,003	)		(13,521,323	)		(9,282,210	)
Clinical expenses		(8,897,295	)		(8,037,012	)		(21,395,174	)		(21,778,622	)
Nonclinical expenses		(2,325,762	)		(862,643	)		(6,744,771	)		(2,695,561	)
Manufacturing costs		(2,490,477	)		(1,437,370	)		(5,133,990	)		(7,321,038	)
Intellectual Property costs		(62,869	)		(59,817	)		(166,890	)		(247,540	)
		(18,535,782	)		(14,088,845	)		(46,962,148	)		(41,324,971	)

Development expenses are currently not capitalized but are recorded in the unaudited condensed consolidated statements of profit or loss and other comprehensive income 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.

Nonclinical expenses include costs of our outsourced discovery, preclinical and nonclinical development studies.

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.

4. General and administrative expenses


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Personnel expenses (Note 5)		(3,529,687	)		(3,537,264	)		(10,265,614	)		(9,807,298	)
Consulting fees		(65,925	)		(246,269	)		(370,241	)		(679,080	)
Professional fees		(1,361,682	)		(1,379,416	)		(3,538,857	)		(3,174,586	)
Accounting, tax and auditing fees		(327,050	)		(444,057	)		(1,224,364	)		(1,038,714	)
Facilities, communication & office expenses		(1,577,375	)		(1,807,806	)		(4,487,982	)		(5,054,636	)
Travel expenses		(304,641	)		(379,369	)		(1,083,091	)		(783,569	)
Other expenses		(499,124	)		(503,641	)		(1,800,361	)		(1,285,077	)
		(7,665,484	)		(8,297,822	)		(22,770,510	)		(21,822,960	)

In 2022 and 2021 the Group entered into a number of short-term rental arrangements, the expenses are included in "Other expenses".

Depreciation expense in the nine months of 2023 was €191,526 (2022: €68,195), which related to property, plant and equipment and leases and is included in the 'Other expenses' line. For the third quarter of 2023 a total of €67,933 (2022: €38,572) depreciation charge was included in the 'Other expenses'.

5. Personnel expenses


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Wages and salaries		(4,605,929	)		(3,647,977	)		(13,429,175	)		(9,493,153	)
Pension charges		(288,788	)		(205,053	)		(848,811	)		(560,782	)
Other social security charges		(509,007	)		(332,426	)		(1,323,795	)		(901,985	)
Share-based payments		(2,885,342	)		(3,043,811	)		(8,185,156	)		(8,133,588	)
		(8,289,066	)		(7,229,267	)		(23,786,937	)		(19,089,508	)

The average number of staff (in FTEs) employed by the Group in the nine months ended September 30, 2023 was 70 (2022: 56).

6. Finance income/(expense)


	For the three months ended September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Foreign exchange differences		2,687,200			11,520,977			1,759,432			26,492,975
Interest (expense)/income over bank balances		66,576			(25,863	)		161,942			(104,380	)
Other finance expenses		(4,833	)		(180	)		(15,026	)		(678	)
		2,748,943			11,494,934			1,906,348			26,387,917

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 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 September 30,					For the nine months ended September 30,
	2023			2022		2023			2022
	€			€		€			€
Income tax expense		(146,273	)		2,403,929		(301,108	)		(375,888	)
Income tax expense		(146,273	)		2,403,929		(301,108	)		(375,888	)

The tax expense over the nine months ended September 30, 2023 and 2022 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 September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Loss before income tax		(23,452,323	)		(10,891,733	)		(67,826,310	)		(36,760,014	)
Income tax against statutory rate in The Netherlands (25.8%)		6,050,699			2,810,068			17,499,188			9,484,084
Effect of tax rates in other countries		(3,264,971	)		613,514			(9,645,509	)		(5,403,944	)
Current period losses for which no deferred tax asset has been recognized		(2,830,006	)		(906,766	)		(7,819,144	)		(4,153,081	)
Non-deductible expenses		(101,995	)		(112,887	)		(335,643	)		(302,947	)
Total tax (charge)/credit		(146,273	)		2,403,929			(301,108	)		(375,888	)

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 nine months ended September 30, 2023 is (0.48)%, compared to (1.02)% for the nine months ended September 30, 2022. The estimated effective tax rate includes significant discrete tax effects relating to the tax impact (after utilization of DTAs previously not recognized) on foreign exchange gains. As foreign exchange results cannot be reliably forecasted, the effective tax rate at year end may deviate from the currently reflected estimated effective tax rate.

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 and the higher tax rate in the U.S. 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.

8. Property, plant and equipment


	September 30, 2023			December 31, 2022
Net book value	€			€
Balance at beginning of period		193,474			108,098
Additions		61,603			124,296
Depreciation expenses		(43,108	)		(38,920	)
Balance at end of period		211,969			193,474

	September 30, 2023			December 31, 2022
Cumulative depreciation	€			€
Balance at beginning of period		(65,526	)		(26,606	)
Depreciation		(43,108	)		(38,920	)
Balance at end of period		(108,634	)		(65,526	)

	September 30, 2023			December 31, 2022
Cumulative Costs	€			€
Balance at beginning of period		259,000			134,704
Additions		61,603			124,296
Balance at end of period		320,603			259,000

During the nine months ended September 30, 2023, the Group acquired assets with a cost of €61,603 (2022: €100,657). The acquisitions were mainly related to equipment, tools and installations.

Depreciation expense related to property and equipment for the three and nine months ended September 30, 2023 was €28,947 and €43,108, respectively, and for the three and nine months ended September 30, 2022 was €10,738 and €26,730, respectively.

9. Leases

The following table provides information about the Group’s right-of-use assets:


	September 30, 2023			December 31, 2022
	€			€
Balance at beginning of period		432,965			243,251
Addition		—			303,734
Depreciation charges		(148,524	)		(114,020	)
Impact of transaction of foreign currency		(453	)		—
Balance at end of period		283,988			432,965

The following table provides information about the Group’s lease liabilities at September 30, 2023:


	September 30, 2023			December 31, 2022
	€			€
Office leases		(291,348	)		(436,822	)
Total lease liability		(291,348	)		(436,822	)
Current portion		(195,341	)		(187,404	)
Non-current portion		(96,007	)		(249,418	)

Office leases consist of a lease agreement entered into on June 1, 2021 for office space in Lexington, United States of America, and a lease entered into on December 1, 2022, for offices in Leiden, The Netherlands. Both leases have terms of three years and were assessed as being long-term.

The average incremental borrowing rate applied to the lease liabilities was 7.77% during the nine months ended September 30, 2023 (2022: 3.12%). Cash outflows related to leases during the three and nine months ended

September 30, 2023, were €81,945 and €187,629, respectively, and for the three and nine months ended September 30, 2022, were €34,892 and €73,320, respectively.

10. Receivables


	September 30, 2023		December 31, 2022
	€		€
VAT receivables		308,845		382,468
		308,845		382,468

11. Other current assets


	September 30, 2023		December 31, 2022
	€		€
Prepayments		8,992,217		4,044,255
Other assets		859,872		582,589
		9,852,089		4,626,844

Prepayments mainly relate to prepaid insurance, sign-on bonus to personnel, prepaid R&D expenses and rent.

Other assets mainly consist of deferred transaction costs related to the Group’s in-process equity financing. The Company defers the transaction costs related to any in-process financing. Upon recognition of the equity instruments, the related transaction costs are deducted from share premium.

12. Cash and cash equivalents

Cash and cash equivalents comprise of cash in bank and are not subject to any restriction.

13. Equity

In June 30, 2023, the Company’s authorized share capital amounted to €14,100,000 divided into 58,750,000 ordinary shares and 58,750,000 preferred shares, each with a nominal value of €0.12. As of September 30, 2023 and 2022, the total number of ordinary shares issued was 40,983,675 and 33,787,740, respectively. As of December 31, 2022, the total number of issued shares was 33,816,459.

As of September 30, 2023, and 2022, the issued share capital totaled €4,918,041 and €4,054,529, respectively. On December 31, 2022, the issued share capital totaled €4,057,976.

Ordinary shares hold the right to one vote per share.

In March 2022, the Company filed a Form F-3 Registration Statement and prospectus with the Securities and Exchange Commission relating to an at-the-market program providing for the sales from time to time of up to $75 million of its ordinary shares pursuant to a Sales Agreement with Leerink Partners. As of September 30, 2023, the Company has sold a total of 593,927 ordinary shares under the sales agreement generating total net proceeds of $9,826,427 (€9.3 million), after deducting $303,910 (€311,700), which was payable to Leerink Partners as commission in respect of such sales.

Issued shares


	September 30, 2023		December 31, 2022
	Number of shares		Number of shares
Ordinary shares		40,983,675		33,816,459
		40,983,675		33,816,459

14. Trade and other payables


	September 30, 2023		December 31, 2022
	€		€
Trade payables		3,605,346		5,979,168
Tax and social security liabilities		828,900		705,912
		4,434,246		6,685,080

15. Accrued liabilities


	September 30, 2023		December 31, 2022
	€		€
Consulting, professional and audit liability		425,405		642,662
Clinical accrued liabilities		4,162,560		3,824,468
Manufacturing accrued liabilities		1,955,124		2,285,584
Pre-clinical accrued liabilities		514,104		885,030
Personnel related accruals		3,950,045		2,971,068
Other accrued liabilities		478,017		281,937
		11,485,255		10,890,749

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, 2022.

17. Fair values

Fair values of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

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 long term incentive plan (“LTIP”).

Set out below is an overview of changes in the Stock Options and Restricted Stock Units (“RSUs”) during the nine months ended September 30, 2023.


	Stock Options					RSUs
	Outstanding options			Weighted average exercise price		Outstanding RSUs
				$
Outstanding January 1, 2023		3,181,538			10.95		795,694
Granted		846,000			8.05		500,930
Exercised		(129,114	)		17.82		(112,338	)
Forfeited		(62,315	)		11.45		(69,318	)
Outstanding September 30, 2023		3,836,109			10.58		1,114,968

On April 6, 2023, a total of 846,000 stock options were granted to members of the Board of Directors and Key management with an exercise price of $8.05 per share with a final exercise date of April 5, 2033, unless forfeited or exercised on an earlier date. 25% of the aggregate number of share options shall vest on April 5, 2024 and thereafter 1/48th of the aggregate number of share options shall vest on each subsequent monthly anniversary of the vesting commencement date until either the option is fully vested, or the option holders’ continuous service terminates.

As of September 30, 2023, a total number of 2,116,819 stock options are exercisable (September 30, 2022: 1,453,439).

During the nine months ended September 30, 2023 a total of 500,930 RSUs were granted to employees that joined the Group in the same period and to existing employees. The RSUs shall vest equally over a four-year period on each of the four anniversaries of the vesting start date until either the RSUs are fully vested or the RSUs holders’ continuous service terminates.

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 price were February 1, 2023 ($9.50), March 1, 2023 ($8.29), April 1, 2023 ($7.82), April 6, 2023 ($8.05), May 1, 2023 ($9.25), July 1, 2023 ($14.84), July 14, 2023 ($15.61), August 1, 2023 ($17.05) and September 1, 2023 ($21.32), respectively.

For the nine months ended September 30, 2023, the Group recognized €8,185,156 of share-based payment expense in the unaudited condensed consolidated statement of income or loss and other comprehensive income (nine months ended September 30, 2022: €8,133,588). For the three months ended September 30, 2023, the Group recognized €2,885,342 of share-based payment expense in the unaudited condensed consolidated statement of income or loss and other comprehensive income (three months ended September 30, 2022: €3,043,811).

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:


	April 6, 2023
Number of options		846,000
Fair value of the options	€	5.92
Fair value of the ordinary shares	€	7.38
Exercise price	€	7.38
Expected volatility (%)		100	%
Expected life (years)		6.1
Risk-free interest rate (%)		3.4	%
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 and nine months ended September 30, 2023 and 2022.

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 September 30,						For the nine months ended September 30,
	2023			2022			2023			2022
	€			€			€			€
Net Loss		(23,598,596	)		(8,487,804	)		(68,127,418	)		(37,135,902	)
Weighted average number of ordinary shares outstanding		40,909,957			33,785,026			36,455,922			33,508,682
Basic and diluted loss per share		(0.58	)		(0.25	)		(1.87	)		(1.11	)

20. Commitments and Contingencies

Claims

There are no material claims known to management related to the activities of the Group.

Commitments

The Group’s contractual obligations and commitments as of September 30, 2023 amounted to €42.0 million, (December 31, 2022: €28 million) primarily related to research and development commitments.

The Group had no contingent liabilities and no contingent assets as of September 30, 2023 and 2022.

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 September 30,				For the nine months ended September 30,
	2023		2022		2023		2022
	€		€		€		€
Short term employee benefits		1,111,573		829,616		3,287,755		2,350,022
Post employee benefits		49,582		30,228		143,103		108,787
Share-based payments		1,379,966		1,780,394		4,604,754		3,955,492
Total		2,541,121		2,640,238		8,035,612		6,414,301

A total number of 846,000 stock options and 15,000 RSUs are granted to key management during the nine months ended September 30, 2023. Refer to Note 18 for disclosures on the share-based payments.

The Group engages several management entities for the purpose of providing key management services to the Group. The aggregate value of transactions related to key management personnel, or entities which they control were €225,699 and €295,941 in the three months ended September 30, 2023 and 2022, respectively. The aggregate value of transactions related to key management personnel, or entities which they control were €769,565 and €834,685 in the nine months ended September 30, 2023 and 2022, respectively.

The outstanding balances payable to key management personnel, or entities which they control, as per September 30, 2023 and December 31, 2022 were €1,040,445 and €1,162,963, respectively.

22. Events after the reporting period

The Company has evaluated subsequent events through November 2, 2023, which is the date the condensed consolidated interim financial statements were authorized for issuance, and did not identify any significant event after reporting period that needs to be disclosed.

Signatories to the unaudited condensed consolidated interim financial statements

Leiden, November 2, 2023

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