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Table of Contents

Exhibit 99.1

PROQR THERAPEUTICS N.V.
Index to Unaudited Condensed Consolidated Financial Statements

 

PAGE

Unaudited Condensed Consolidated Statement of Financial Position at December 31, 2021 and December 31, 2020

1

Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Three Month Periods and the Years ended December 31, 2021 and 2020

2

Unaudited Condensed Consolidated Statement of Changes in Equity for the Years Ended December 31, 2021 and 2020

3

Unaudited Condensed Consolidated Statement of Cash Flows for the Three Month Periods and the Years ended December 31, 2021 and 2020

4

Notes to Unaudited Condensed Consolidated Financial Statements

5

Table of Contents

PAGE 1

Unaudited Condensed Consolidated Financial Statements

PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Financial Position

December 31, 

December 31, 

2021

2020

€ 1,000

€ 1,000

Assets

  

  

Current assets

  

  

Cash and cash equivalents

187,524

75,838

Prepayments and other receivables

3,404

3,762

Other taxes

555

421

Total current assets

191,483

80,021

Property, plant and equipment

17,467

18,601

Investments in associates

8

107

Investments in financial assets

621

Total assets

209,579

98,729

Equity and liabilities

  

  

Equity

  

Equity attributable to owners of the Company

113,833

57,091

Non-controlling interests

(604)

(545)

Total equity

113,229

56,546

Current liabilities

  

  

Borrowings

4,771

1,135

Lease liabilities

1,534

1,260

Derivative financial instruments

3,995

839

Trade payables

191

221

Current income tax liability

Social securities and other taxes

1,230

22

Pension premiums

6

Deferred income

5,115

700

Other current liabilities

10,760

6,118

Total current liabilities

27,596

10,301

Borrowings

39,319

16,189

Lease liabilities

14,748

15,693

Deferred income

14,687

Total liabilities

96,350

42,183

Total equity and liabilities

209,579

98,729

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

Table of Contents

PAGE 2

Unaudited Condensed Consolidated Financial Statements

PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Profit or Loss and OCI

(€ in thousands, except share and per share data)

Three month period

Year

ended December 31, 

 

ended December 31,

    

2021

2020

 

2021

2020

€ 1,000

€ 1,000

€ 1,000

€ 1,000

Revenue

239

1,354

Other income

205

264

1,043

9,452

Research and development costs

(12,456)

(8,419)

(42,220)

(38,135)

General and administrative costs

(5,316)

(3,512)

(17,368)

(13,685)

Total operating costs

(17,772)

(11,931)

(59,588)

(51,820)

  

  

  

  

Operating result

(17,328)

(11,667)

(57,191)

(42,368)

Finance income and expense

(298)

(1,692)

(2,789)

(3,716)

Results related to associates

(85)

(52)

(217)

(322)

Gain on disposal of associate

514

Results related to financial liabilities measured at fair value through profit or loss

(507)

221

(1,880)

(84)

  

  

  

  

Result before corporate income taxes

(18,218)

(13,190)

(61,563)

(46,490)

Income taxes

(22)

(38)

(117)

(124)

  

  

  

  

Result for the period

(18,240)

(13,228)

(61,680)

(46,614)

Other comprehensive income (foreign exchange differences on foreign operation)

158

(206)

619

(340)

  

  

  

  

Total comprehensive income

(18,082)

(13,434)

(61,061)

(46,954)

Result attributable to

  

  

  

  

Owners of the Company

(18,221)

(13,217)

(61,621)

(46,565)

Non-controlling interests

(19)

(11)

(59)

(49)

(18,240)

(13,228)

(61,680)

(46,614)

Total comprehensive income attributable to

Owners of the Company

(18,063)

(13,423)

(61,002)

(46,905)

Non-controlling interests

(19)

(11)

(59)

(49)

(18,082)

(13,434)

(61,061)

(46,954)

  

  

  

  

Share information

  

  

  

  

Weighted average number of shares outstanding1

71,239,299

50,166,394

64,182,492

50,060,565

Earnings per share attributable to owners of the Company (Euro per share)

Basic loss per share1

(0.26)

(0.26)

(0.96)

(0.93)

Diluted loss per share1

(0.26)

(0.26)

(0.96)

(0.93)

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

1.For these periods the potential exercise of share options is not included in the diluted earnings per share as the Company was loss-making. Due to the anti-dilutive nature of the outstanding options, basic and diluted earnings per share are equal.

Table of Contents

PAGE 3

Unaudited Condensed Consolidated Financial Statements

PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Changes in Equity

Attributable to owners of the Company

  

Number
of shares

  

Share
Capital

  

Share
Premium

  

Equity settled
Employee
Benefit
Reserve

  

Option
premium on
convertible
loan

  

Translation
Reserve

  

Accumulated
Deficit

  

Total

  

Non-
controlling
interests

  

Total
Equity

 

  

€ 1,000

€ 1,000

€ 1,000

€ 1,000

€ 1,000

€ 1,000

€ 1,000

€ 1,000

€ 1,000

Balance at January 1, 2020

 

53,975,838

2,159

287,214

16,551

151

(211,746)

94,329

(496)

93,833

Result for the period

 

(46,565)

(46,565)

(49)

(46,614)

Other comprehensive income

 

(340)

(340)

(340)

Recognition of share-based payments

 

102,007

4

538

7,838

8,380

8,380

Issuance of ordinary shares

53,708

2

270

272

272

Treasury shares transferred

(303,408)

Recognition of equity component of convertible loan

280

280

280

Share options lapsed

(91)

91

Share options exercised

303,408

735

(473)

473

735

735

Balance at December 31, 2020

 

54,131,553

2,165

288,757

23,825

280

(189)

(257,747)

57,091

(545)

56,546

Balance at January 1, 2021

 

54,131,553

2,165

288,757

23,825

280

(189)

(257,747)

57,091

(545)

56,546

Result for the period

 

(61,621)

(61,621)

(59)

(61,680)

Other comprehensive income

 

619

619

619

Recognition of share-based payments

 

112,657

5

382

6,216

6,603

6,603

Issuance of ordinary shares

20,498,451

820

107,657

108,477

108,477

Treasury shares transferred

(352,167)

Recognition of equity component of convertible loan

1,146

1,146

1,146

Share options lapsed

(522)

522

Share options exercised

474,887

5

1,513

(1,076)

1,076

1,518

1,518

 

  

  

  

  

  

  

  

  

  

  

Balance at December 31, 2021

 

74,865,381

2,995

398,309

28,443

1,426

430

(317,770)

113,833

(604)

113,229

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

Table of Contents

PAGE 4

Unaudited Condensed Consolidated Financial Statements

PROQR THERAPEUTICS N.V.
Unaudited Condensed Consolidated Statement of Cash Flows

Three month period 

Year

ended December 31, 

 

ended December 31, 

    

2021

2020

2021

2020

€ 1,000

€ 1,000

€ 1,000

€ 1,000

Cash flows from operating activities

  

  

  

  

Net result

(18,240)

(13,228)

(61,680)

(46,614)

Adjustments for:

— Depreciation

552

652

2,329

2,355

— Share-based compensation

1,781

1,490

6,216

7,838

— Other income

(8,423)

— Financial income and expenses

298

1,692

2,789

3,716

— Results related to associates

85

52

217

322

— Gain on disposal of associate

(514)

— Results related to financial liabilities measured at fair value through profit or loss

507

(221)

1,880

84

— Income tax expenses

22

38

117

124

Changes in working capital

19,337

(1,900)

24,995

(5,474)

Cash gained (used) in operations

4,342

(11,425)

(23,651)

(46,072)

  

  

  

  

Corporate income tax paid

(22)

(20)

(117)

(188)

Interest received

195

5

313

Interest paid

(535)

(506)

(2,249)

(1,113)

  

  

  

  

Net cash gained (used) in operating activities

3,785

(11,756)

(26,012)

(47,060)

  

  

  

  

Cash flow from investing activities

Purchases of property, plant and equipment

(225)

(118)

(484)

(924)

Sales of property, plant and equipment

59

59

  

  

  

  

Net cash used in investing activities

(166)

(118)

(425)

(924)

  

  

  

  

Cash flow from financing activities

  

  

  

  

Proceeds from issuance of shares, net of transaction costs

108,477

Proceeds from exercise of share options

363

11

1,518

735

Proceeds from borrowings

284

1,137

579

Proceeds from convertible loans

26,520

249

26,520

13,791

Repayment of lease liability

(223)

(63)

(820)

(605)

  

  

  

  

Net cash generated by financing activities

26,944

197

136,832

14,500

  

  

  

  

Net increase (decrease) in cash and cash equivalents

30,563

(11,677)

110,395

(33,484)

  

  

  

Currency effect cash and cash equivalents

820

(1,332)

1,291

(2,628)

Cash and cash equivalents, at beginning of the period

156,141

88,847

75,838

111,950

  

  

  

  

Cash and cash equivalents at the end of the period

187,524

75,838

187,524

75,838

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

Table of Contents

PAGE 5

Unaudited Condensed Consolidated Financial Statements

PROQR THERAPEUTICS N.V.
Notes to Unaudited Condensed Consolidated Financial Statements

1. General information

ProQR Therapeutics N.V., or “ProQR” or the “Company”, is a development stage company domiciled in the Netherlands that primarily focuses on the development and commercialization of novel therapeutic medicines.

Since September 18, 2014, the Company’s ordinary shares are listed on the NASDAQ Global Market under ticker symbol PRQR.

The Company was incorporated in the Netherlands, on February 21, 2012 and was reorganized from a private company with limited liability to a public company with limited liability on September 23, 2014. The Company has its statutory seat in Leiden, the Netherlands. The address of its headquarters and registered office is Zernikedreef 9, 2333 CK Leiden, the Netherlands.

ProQR Therapeutics N.V. is the ultimate parent company of the following entities:

ProQR Therapeutics Holding B.V. (100%);
ProQR Therapeutics I B.V. (100%);
ProQR Therapeutics II B.V. (100%);
ProQR Therapeutics III B.V. (100%);
ProQR Therapeutics IV B.V. (100%);
ProQR Therapeutics V B.V. (100%);
ProQR Therapeutics VI B.V. (100%);
ProQR Therapeutics VII B.V. (100%);
ProQR Therapeutics VIII B.V. (100%);
ProQR Therapeutics IX B.V. (100%);
ProQR Therapeutics I Inc. (100%);
Amylon Therapeutics B.V. (80%);

ProQR Therapeutics N.V. is also statutory director of Stichting Bewaarneming Aandelen ProQR (“ESOP Foundation”) and has full control over this entity. The Company holds a 4.9% minority shareholding in Yarrow Biotechnology, Inc.

As used in these condensed consolidated financial statements, unless the context indicates otherwise, all references to “ProQR” or the “Company” refer to ProQR Therapeutics N.V. including its subsidiaries and the ESOP Foundation.

2. Significant Accounting Policies

These condensed consolidated financial statements have been prepared in accordance with the recognition and measurement criteria of IFRS. Certain disclosures required by IAS 34 Interim Financial Statements have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2020. In the opinion of management, all events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period are disclosed in these condensed consolidated financial statements.

Table of Contents

PAGE 6

Unaudited Condensed Consolidated Financial Statements

Revenue is recognized in accordance with the recognition and measurement criteria of IFRS 15 Revenue from contracts with customers.

The Company’s financial results have varied substantially, and are expected to continue to vary, from period to period. The Company believes that its ordinary activities are not linked to any particular seasonal factors.

The Company operates in one reportable segment, which comprises the discovery and development of innovative, RNA based therapeutics.

3. Adoption of new and revised International Financial Reporting Standards

The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those applied in the preparation of the Company’s annual financial statements for the year ended December 31, 2020.

New Standards and Interpretations, which became effective as of January 1, 2021, did not have a material impact on our condensed consolidated financial statements.

4. Critical Accounting Estimates and Judgments

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Company’s annual financial statements for the year ended December 31, 2020, except for the addition of significant judgements and key sources of estimation uncertainty in relation to revenue recognition for the Eli Lilly collaboration and license agreement.

Revenue recognition for the Eli Lilly collaboration and license agreement

a. Identification of the performance obligation

Note 11 describes the Company’s collaboration and license agreement with Eli Lilly. Under this agreement, ProQR provides Eli Lilly with a license (with a right to sub-license) to exploit compounds resulting from the collaboration. A significant amount of judgement is required to determine whether the license is distinct from the other promises in the contract. The license was concluded not to be distinct from the other promises in the contract based on the following considerations:

the license has no stand-alone value to Eli Lilly without the Company being involved in the research and development collaboration, and;
there are significant interdependencies between the license and the research and development services to be provided by the Company.

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b. Determining the timing of satisfaction of performance obligations

For the Eli Lilly collaboration, the Company recognizes revenue over time, using an input method that estimates the satisfaction of the performance obligation as the percentage of labor hours incurred compared to the total estimated labor hours required to complete the promised services. As our estimate of the total labor hours required is dependent on the evolution of the research and development activities, it may be subject to change. If the progression and/or outcome of certain research and development activities would be different from the assumptions that were made during the preparation of these financial statements, this could lead to material adjustments to the total estimated labor hours, which might result in a reallocation of revenue between current and future periods.

c. Determining the transaction price

The Company applied judgement to determine whether the equity investment made by Eli Lilly in ProQR is part of the transaction price for the collaboration and license agreement. The Company concluded that the premium that Eli Lilly paid above the closing price on the day of entering into the equity investment agreement was paid because of the Company’s existing obligations to deliver research and development services to Eli Lilly under the terms of the collaboration and license agreement. Therefore, the premium paid by Eli Lilly on the equity investment is considered to be part of the transaction price. The contract also includes variable consideration, but no variable consideration was included in the transaction price, as it is not highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Research and development expenditures

Development expenditures are currently not capitalized but are reflected in the income statement because the criteria for capitalization are not met. At each balance sheet date, the Company estimates the level of service performed by the vendors and the associated costs incurred for the services performed.

Although we do not expect the estimates to be materially different from amounts actually incurred, the understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in reporting amounts that are too high or too low in any particular period.

Convertible debt

The terms of our convertible debt agreements are evaluated to determine whether the convertible debt instruments contain both liability and equity components, in which case the instrument is a compound financial instrument. Convertible debt agreements are also evaluated to determine whether they contain embedded derivatives, in which case the instrument is a hybrid financial instrument. Judgement is required to determine the classification of such financial instruments based on the terms and conditions of the convertible debt agreements, the currencies in which the debt instruments are denominated and the Company’s functional currency.

Estimation methods are used to determine the fair values of the liability and equity components of compound financial instruments and to determine the fair value of embedded derivatives included in hybrid financial instruments. The determination of the effective interest used for the host contracts of hybrid financial instruments and the liability components of compound financial instruments is dependent on the outcome of such estimations. Evaluating the reasonableness of these estimations and the assumptions and inputs used in the valuation methods requires a significant amount of judgement and is therefore subject to an inherent risk of error.

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5. Cash and Cash Equivalents

At December 31, 2021, the Company’s cash and cash equivalents were € 187,524,000 as compared to € 75,838,000 at December 31, 2020. The cash balances are held at banks with investment grade credit ratings. The cash at banks is at full disposal of the Company.

6. Property, plant and equipment

At December 31, 2021 and December 31, 2020, property plant and equipment consisted of buildings and leasehold improvements, laboratory equipment and other assets. Buildings and leasehold improvements include a right-of-use asset relating to the lease of our Leiden office and laboratory space, with a carrying amount of € 15,568,000 at December 31, 2021 (December 31, 2020: € 16,775,000).

7. Current liabilities

The following table summarizes details of deferred income at December 31, 2021 and December 31, 2020. The nature of the deferred income relating to Eli Lilly and Yarrow is described in Note 11.

December 31, 

December 31, 

2021

2020

    

2021

2020

€ 1,000

€ 1,000

Eli Lilly up-front payment and premium on equity consideration

19,143

Yarrow up-front payment and premium on equity consideration

73

Foundation for Fighting Blindness grant

561

623

Horizon 2020 grant

25

77

Total deferred income

19,802

700

Current portion

(5,115)

(700)

14,687

At December 31, 2021, other current liabilities amount to € 10,760 (December 31, 2020: € 6,118). At December 31, 2021 and December 31, 2020, the other current liabilities consisted principally of accruals for services provided by vendors not yet billed, payroll related accruals and other miscellaneous liabilities.

8. Borrowings

December 31, 

December 31,

    

2021

2020

€ 1,000

€ 1,000

Innovation credit

3,907

2,771

Accrued interest on innovation credit

645

306

Convertible loans

38,925

13,812

Accrued interest on convertible loans

613

435

  

  

Total borrowings

44,090

17,324

Current portion

(4,771)

(1,135)

39,319

16,189

On December 10, 2018 ProQR was awarded an Innovation credit for the sepofarsen program for LCA 10. Amounts will be drawn under this facility from 2018 through 2022. The total credit of € 4.7 million will be used to conduct the Phase 2/3 clinical study for sepofarsen and to finance efforts to obtain regulatory and ethical market approval (NDA/MAA). The

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credit, including accrued interest of 10% per annum, is repayable depending on ProQR obtaining market approval for sepofarsen. An amount of € 3.9 million had been received as at December 31, 2021. Accumulated interest amounted to € 0.6 million as at December 31, 2021. The assets that are co-financed with the granted innovation credit are subject to a right of pledge for the benefit of RVO.

Convertible loans

On July 14, 2020, the Company entered into a convertible debt financing agreement with Pontifax Medison Debt Financing. Under the agreement, up to $ 20 million in convertible debt financing is available to the Company in two tranches of $ 10 million each that will mature over a 54-month period and have an interest-only period of 24 months. One tranche of $ 10 million had been drawn down as of December 31, 2021.

A second close of the convertible debt financing agreement was completed on August 6, 2020 with Kreos Capital. Under the second agreement, up to € 10 million in convertible debt financing is available to the Company in two tranches of € 5 million each that will mature over a 54-month period and have an interest-only period of 24 months. One tranche of € 5 million had been drawn down as of December 31, 2021.

In connection with the loan agreement, the Company issued to Pontifax and Kreos warrants to purchase up to an aggregate of 302,676 shares of its common stock at a fixed exercise price.

On December 29, 2021, the Company amended its convertible debt financing agreement with Pontifax and Kreos (the ‘Lenders’). Under the amended agreement, the Company will have access to up to $ 90 million in convertible debt financing in three tranches of $ 30 million each that will mature over a 54-month period and have an interest-only period of 33 months. The three new tranches replace the two undrawn tranches under the original convertible debt financing agreements.

In connection with the loan agreement, the Company issued to the Lenders warrants to purchase up to an aggregate of 376,952 shares of its common stock at a fixed exercise price. In addition, at the time of drawing of each of the new second and third tranches, ProQR shall issue to Pontifax and Kreos additional warrants to purchase an aggregate number of ordinary shares with an aggregate exercise price of $750,000, with each such issuance of additional warrants being exercisable for a number of ordinary shares equal to $750,000 divided by 1.5 times the average closing price of ProQR’s ordinary shares during the 7 trading days prior to the drawing of the relevant tranche.

The Lenders may elect to convert the outstanding loan into ProQR ordinary shares at any time prior to repayment at a fixed conversion price. ProQR also has the ability to convert the loan into its ordinary shares, at the same conversion price, if the Company’s stock price reaches a pre-determined threshold.

Pontifax’ conversion option and warrants are accounted for as embedded derivatives and are recognized separately from the host contract as financial liabilities at fair value through profit or loss. The host contract is recognized at amortized cost.

The Kreos loan is accounted for as a compound financial instrument. The liability component is recognized at amortized cost. The equity component is initially recognized at fair value as option premium on convertible loan and will not be subsequently remeasured. Kreos’ warrants are accounted for as embedded derivatives and are recognized as financial liabilities at fair value through profit or loss.

Convertible loans were issued to Amylon Therapeutics B.V. and are interest-bearing at an average rate of 8% per annum. They are convertible into a variable number of ordinary shares within 36 months at the option of the holder or the

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Company in case financing criteria are met. Any unconverted loans become payable on demand after 24 – 36 months in equal quarterly terms.

9. Lease liabilities

At December 31, 2021 and December 31, 2020, lease liabilities primarily consisted of the Company’s lease of office and laboratory facilities at Zernikedreef in Leiden, the Netherlands.

The lease agreement for our Leiden headquarters, where our main offices and laboratories are located, was put in place on July 1, 2020 and the current lease term is 11 years. The lease agreement may be further extended for subsequent 5-year terms. The carrying amount of the right-of-use asset is disclosed in note 6.

10. Shareholders’ equity

The authorized share capital of the Company amounting to € 13,600,000 consists of 170,000,000 ordinary shares and 170,000,000 preference shares with a par value of € 0.04 per share. At December 31, 2021, 74,865,381 ordinary shares were issued. 71,290,805 ordinary shares were fully paid in cash and 3,574,576 ordinary shares were held by the Company as treasury shares (December 31, 2020: 3,926,743).

On March 31, 2020, the Company entered into a sales agreement, which permitted the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 75,000,000 of its ordinary shares that may be issued and sold in one or more at-the-market offerings with Citigroup Global Markets, Inc. and Cantor Fitzgerald & Co. In January 2021, the Company issued 585,398 ordinary shares under this sales agreement. The gross proceeds from this sale amounted to € 2,767,000, with transaction costs amounting to € 114,000, resulting in net proceeds of € 2,653,000. In 2020, no shares were issued pursuant to this ATM facility.

In April 2021, the Company consummated an underwritten public offering of 15,923,077 ordinary shares at an issue price of $ 6.50 per share. The gross proceeds from this offering amounted to € 88,115,000 while the transaction costs amounted to € 5,499,000, resulting in net proceeds of € 82,616,000.

In September 2021, the Company issued 3,989,976 shares to Eli Lilly and Company (‘Lilly”) pursuant to the global licensing and research collaboration between the Company and Lilly at an issue price of $ 7.52 per share, resulting in net proceeds of € 23,223,000. This amount excludes a premium paid by Eli Lilly that is considered to be part of the transaction price of the licensing and research collaboration agreement (refer to note 11).

On November 4, 2021, the Company filed a shelf registration statement, which permitted the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 300,000,000 of its ordinary shares, warrants and/or units.

On November 4, 2021, the Company entered into a sales agreement, which permitted the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $ 75,000,000 of its ordinary shares that may be issued and sold in one or more at-the-market offerings with Cantor Fitzgerald & Co. In 2021, no shares were issued pursuant to this ATM facility.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

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Share options

The Company operates an equity-settled share-based compensation plan, which was introduced in 2013. Options may be granted to employees, members of the Supervisory Board, members of the Management Board and consultants. The compensation expenses included in operating costs for this plan in the year ended December 31, 2021 were € 6,216,000 (2020: € 7,838,000), of which € 3,636,000 (2020: € 4,423,000) was recorded in general and administrative costs and € 2,580,000 (2020: € 3,415,000) was recorded in research and development costs.

11. Revenue

Eli Lilly

In September 2021, the Company entered into a global licensing and research collaboration with Eli Lilly and Company (‘Eli Lilly’) focused on the discovery, development, and commercialization of potential new medicines for genetic disorders in the liver and nervous system. ProQR and Eli Lilly will use ProQR’s proprietary Axiomer® RNA editing platform to progress new drug targets toward clinical development and commercialization.

Under the terms of the agreement, ProQR received an upfront payment and equity consideration, and is eligible to receive milestone payments and royalties on the net sales of any resulting products. In September 2021, the Company issued 3,989,976 shares to Eli Lilly, resulting in net proceeds of € 23,223,000. This amount included a price premium of € 2,144,000, which was determined to be part of the transaction price and as such was initially recognized as deferred revenue. An up-front payment of € 17,651,000 was received in October 2021.

With regard to its collaboration with Eli Lilly, the Company concluded as follows:

There is one single performance obligation under IFRS 15, which is the transfer of a license combined with the performance of research and development activities. The Company concluded that the license is not capable of being distinct and is not distinct in the context of the contract.
The transaction price of this agreement currently only includes fixed parts, consisting of an up-front fee and an equity component. The agreement also contains variable parts, but those are not yet included in the transaction price. Milestone payments will only be included to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the milestones is subsequently resolved. Sales-based milestones and sales-based royalties will be included as the underlying sales occur.
The Company recognizes revenue over time, using an input method that estimates the satisfaction of the performance obligation as the percentage of labor hours incurred compared to the total estimated labor hours required to complete the promised services.

Yarrow Biotechnology

In May 2021, the Company entered into an exclusive worldwide license and discovery collaboration for an undisclosed target with Yarrow Biotechnology, Inc. (“Yarrow”). Under the terms of the agreement, ProQR received an upfront payment, equity consideration and reimbursement for ongoing R&D services. ProQR is also eligible to receive milestone payments and royalties on the net sales of any resulting products. In May 2021, ProQR received an up-front payment of € 419,000 and 8% of the shares of Yarrow’s common stock (see Note 15). In 2021, ProQR also received reimbursements for R&D services performed amounting to € 178,000.

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With regard to its collaboration with Yarrow, the Company concluded as follows:

There is one single performance obligation under IFRS 15, which is the transfer of a license combined with the performance of research and development activities. The Company concluded that the license is not capable of being distinct and is not distinct in the context of the contract.
The transaction price of this agreement currently includes both fixed and variable parts. The fixed part consists of an up-front fee and an equity component. The variable part consists of a cost reimbursement for research and development activities. The agreement also contains other variable parts, but those are not yet included in the transaction price. Milestone payments will only be included to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the milestones is subsequently resolved. Sales-based milestones and sales-based royalties will be included as the underlying sales occur.
The Company recognizes revenue over time, using an input method that estimates the satisfaction of the performance obligation as the percentage of labor hours incurred compared to the total estimated labor hours required to complete the promised services.

Year

ended December 31, 

    

2021

2020

€ 1,000

€ 1,000

Eli Lilly collaboration revenue

652

Yarrow collaboration revenue

702

1,354

12. Other income

Year

ended December 31, 

    

2021

2020

€ 1,000

€ 1,000

Grant income

1,012

9,307

Other income

31

145

1,043

9,452

On February 9, 2018, the Company entered into a partnership agreement with Foundation Fighting Blindness (FFB), under which FFB has agreed to provide funding of $ 7.5 million for the pre-clinical and clinical development of QR-421a for Usher syndrome type 2A targeting mutations in exon 13.

In June 2020 ProQR received a final waiver of the full amount of the Innovation credit for the Company’s cystic fibrosis

program. Consequently, the carrying amount of € 8.4 million, including accumulated interest, was recognized in Other

Income in June 2020.

Grants are recognized in other income in the same period in which the related R&D costs are recognized.

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13. Research and development costs

Research and development costs amount to € 42,220,000 for the year ended December 31, 2021 (2020: € 38,135,000) and are comprised of allocated employee costs including share-based payments, the costs of materials and laboratory consumables, outsourced activities, license and intellectual property costs and other allocated costs.

14. General and administrative costs

General and administrative costs amount to € 17,368,000 for the year ended December 31, 2021 (2020: € 13,685,000).

15. Investments in associates and results related to associates

In January 2021, ProQR’s associate company Wings Therapeutics Inc. merged into Phoenicis Therapeutics Inc. Consequently, Wings Therapeutics Inc. ceased to exist and the related investment was derecognized. ProQR does not have significant influence in Phoenicis Therapeutics Inc. Our interest in Phoenicis is recognized as a financial asset, as disclosed in note 16.

As disclosed in note 11, in May 2021, the Company obtained an 8% share in the common stock of Yarrow Biotechnology, Inc. ProQR’s share in Yarrow was subsequently diluted to 4.9% in the fourth quarter of 2021, due to Yarrow’s execution of a second seed financing round. Although ProQR only owns 4.9% of Yarrow’s shares, the Company has significant influence over Yarrow by virtue of its right to appoint one of Yarrow’s three board members, as well as its participation in Yarrow’s policy-making process, amongst other factors. As such, our interest in Yarrow amounting to € 8,000 at December 31, 2021 is recognized as an investment in associate.

The results related to associates for the year ended December 31, 2021 amounting to € 217,000 consist of ProQR's share in the loss of Yarrow. The results related to associates for the year ended December 31, 2020 amount to a loss of € 322,000 and consist of our share of the net losses of Wings Therapeutics Inc.

16. Investment in financial asset and gain on disposal of associate

In January 2021, Wings Therapeutics Inc. merged into Phoenicis Therapeutics Inc. by means of a non-cash transaction. ProQR holds a 3.9% interest in Phoenicis Therapeutics Inc.

The net gain on disposal of associate for the year ended December 31, 2021 of € 514,000 consists of a loss on derecognition of Wings Therapeutics Inc. of € 107,000 off-set by a gain realized on our investment in the equity instruments of Phoenicis Therapeutics Inc. of € 621,000. The Company elected to recognize subsequent changes in the fair value of our investment in Phoenicis in Other Comprehensive Income. There have been no changes in the fair value of our investment in Phoenicis since the initial recognition.

17. Income taxes

The current income tax liability amounts to € nil at December 31, 2021 (December 31, 2020: € nil). No significant temporary differences exist between accounting and tax results. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which are uncertain. Accordingly, the Company has not yet recognized any deferred tax asset related to operating losses.

On October 5, 2020, the Dutch State Secretary for Finance submitted an amendment to the Tax Plan 2021 to the House of Representatives, which provides for changes in the loss offset rules. On May 28, 2021, the amendment was substantively enacted. Effective from January 1, 2022, losses may be carried forward indefinitely. However, the offset of losses will be limited in a given year against the first € 1 million of taxable profit. For taxable profit in excess of this amount, losses may only be offset up to 50% of this excess.

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18. Events after balance sheet date

On February 11, 2022, the Company announced the top-line results from the phase 2/3 Illuminate trial of sepofarsen in CEP290-mediated LCA10. The study did not meet its primary endpoint nor any notable secondary endpoints. No benefit was observed in either treatment arm versus the sham arm. These results do not affect the financial figures included in this report.