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

For the three months ended March 31, 2024

 

 

 


 

Contents

 

Unaudited condensed consolidated statement of Loss and Other Comprehensive Income

3

 

 

Unaudited condensed consolidated statement of financial position

4

 

 

Unaudited condensed consolidated statement of changes in equity

5

 

 

Unaudited condensed consolidated statement of cash flows

6

 

 

Notes to the unaudited condensed consolidated interim financial statements

7

 

 

 

 

2


 

Unaudited condensed consolidated statement of loss and other comprehensive income

 

 

 

 

Three months ended March 31,

 

 

 

 

2024

 

2023

 

 

Notes

 

 

 

Research and development expenses

 

3

 

 

(18,513,016

)

 

(13,744,431

)

General and administrative expenses

 

4

 

 

(9,798,843

)

 

(7,331,596

)

Total operating expenses

 

 

 

(28,311,859

)

 

(21,076,027

)

Finance income/(expense)

 

6

 

 

578,220

 

 

(1,494,265

)

Loss before income tax

 

 

 

(27,733,639

)

 

(22,570,292

)

Income taxes

 

7

 

 

(285,117

)

 

(60,657

)

Net Loss

 

 

 

(28,018,756

)

 

(22,630,949

)

Other comprehensive income (Loss)

 

 

 

 

 

 

Items that may be reclassified to profit or loss:

 

 

 

 

 

 

Exchange gains/(losses) arising on translation of foreign operations

 

 

 

35,633

 

 

(30,509

)

Total comprehensive loss attributable to:

 

 

 

 

 

 

Equity holders of the Company

 

 

 

(27,983,123

)

 

(22,661,458

)

Loss per share attributable to the equity holders of the Company during the periods

 

 

 

 

 

Basic and diluted loss per share:

19

 

 

(0.52

)

 

(0.67

)

 

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

 

3


 

Unaudited condensed consolidated statement of financial position

 

 

 

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

Notes

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

8

 

 

 

237,483

 

 

 

223,678

 

Right of use assets

 

 

9

 

 

 

183,481

 

 

 

231,893

 

Deferred tax assets

 

 

7

 

 

 

396,097

 

 

 

387,529

 

Current assets

 

 

 

 

 

 

 

 

 

Receivables

 

 

10

 

 

 

363,071

 

 

 

423,486

 

Other current assets

 

 

11

 

 

 

7,593,379

 

 

 

5,580,704

 

Cash and cash equivalents

 

 

12

 

 

 

368,342,168

 

 

 

391,231,637

 

Current tax receivable

 

 

 

 

 

479,528

 

 

 

615,538

 

Total assets

 

 

 

 

 

377,595,207

 

 

 

398,694,465

 

 

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

 

 

13

 

 

 

6,458,005

 

 

 

6,274,833

 

Share premium

 

 

 

 

 

616,843,552

 

 

 

615,811,986

 

Other reserves

 

 

 

 

 

29,863,658

 

 

 

27,894,796

 

Currency translation reserve

 

 

 

 

 

21,049

 

 

 

(14,584

)

Accumulated loss

 

 

 

 

 

(294,017,604

)

 

 

(265,918,628

)

Total equity

 

 

 

 

 

359,168,660

 

 

 

384,048,403

 

 

 

 

 

 

 

 

 

 

Long term liabilities

 

 

 

 

 

 

 

 

 

Non-current lease liability

 

 

9

 

 

 

70,000

 

 

 

43,564

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

14

 

 

 

5,558,487

 

 

 

2,909,725

 

Accrued liabilities

 

 

15

 

 

 

12,149,527

 

 

 

11,067,510

 

Current lease liability

 

 

9

 

 

 

120,461

 

 

 

195,341

 

Current tax payable

 

 

 

 

 

528,072

 

 

 

429,922

 

Total liabilities

 

 

 

 

 

18,426,547

 

 

 

14,646,062

 

Total equity and liabilities

 

 

 

 

 

377,595,207

 

 

 

398,694,465

 

 

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

 

 

4


 

Unaudited condensed consolidated statement of changes in equity

For the three months ended March 31, 2024 and March 31, 2023

 

 

 

 

 

 

 

Share
capital

 

 

Share
premium

 

 

Other
reserves

 

 

Currency
translation
reserve

 

 

Accumulated
losses

 

 

Total
Equity

 

 

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

 

 

 

 

4,057,976

 

 

 

289,177,197

 

 

 

20,169,459

 

 

 

43,290

 

 

 

(164,188,892

)

 

 

149,259,030

 

Net Loss

 

 

 

 

 

 

 

 

 

(22,630,949

)

 

 

(22,630,949

)

Currency translation reserve

 

 

 

 

 

 

 

 

(30,509

)

 

 

 

(30,509

)

Share-based payments

 

 

18

 

 

 

 

 

 

2,582,887

 

 

 

(32,800

)

 

 

2,550,087

 

Settlement of share-based payments

 

 

 

 

 

1,748

 

 

 

275,061

 

 

 

(276,809

)

 

 

 

 

 

 

 

 

 

Balance at March 31, 2023

 

 

 

 

 

4,059,724

 

 

 

289,452,258

 

 

 

22,475,537

 

 

 

12,781

 

 

 

(186,852,641

)

 

 

129,147,659

 

Balance at January 1, 2024

 

 

 

 

 

6,274,833

 

 

 

615,811,986

 

 

 

27,894,796

 

 

 

(14,584

)

 

 

(265,918,628

)

 

 

384,048,403

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,018,756

)

 

 

(28,018,756

)

Issue of share capital

 

 

13

 

 

 

165,000

 

 

 

(165,000

)

 

 

12,609

 

 

 

 

 

 

 

 

 

12,609

 

Transaction costs on issue of shares, net

 

 

 

 

 

 

 

 

592,968

 

 

 

 

 

 

 

 

 

 

 

 

592,968

 

Currency translation reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,633

 

 

 

 

 

 

35,633

 

Settlement of share-based payments

 

 

 

 

 

18,172

 

 

 

603,598

 

 

 

(444,614

)

 

 

 

 

 

(80,220

)

 

 

96,936

 

Share-based payments

 

 

18

 

 

 

 

 

 

 

 

 

2,400,867

 

 

 

 

 

 

 

 

 

2,400,867

 

Balance at March 31, 2024

 

 

 

 

 

6,458,005

 

 

 

616,843,552

 

 

 

29,863,658

 

 

 

21,049

 

 

 

(294,017,604

)

 

 

359,168,660

 

 

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

 

5


 

Unaudited condensed consolidated statement of cash flows

For the three months ended March 31,

 

 

 

 

 

 

2024

 

 

2023

 

 

 

Notes

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

Loss before tax

 

 

 

 

(27,733,639

)

 

 

(22,570,292

)

Non-cash adjustments to reconcile loss before tax to net cash flows from operations:

 

 

 

 

 

 

 

 

Share-based payment expense

 

18

 

 

2,400,867

 

 

 

2,582,887

 

Depreciation expense

 

4

 

 

66,355

 

 

 

61,869

 

Net foreign exchange (gain) loss

 

6

 

 

(541,252

)

 

 

1,595,478

 

Finance income

 

6

 

 

(55,968

)

 

 

(101,213

)

 

 

 

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

 

 

 

Decrease (increase) in receivables

 

 

 

 

60,447

 

 

 

(11,614

)

Increase in other current assets

 

 

 

 

(2,012,674

)

 

 

(6,927,554

)

Increase trade and other payables

 

 

 

 

2,648,762

 

 

 

1,215,762

 

Increase (decrease) in accrued liabilities

 

 

 

 

935,123

 

 

 

(1,101,550

)

 

 

 

 

 

 

 

 

 

Income taxes paid

 

 

 

 

(60,003

)

 

 

(2,270

)

Received interest

 

 

 

 

60,171

 

 

 

53,712

 

Net cash flows used in operating activities

 

 

 

 

(24,231,811

)

 

 

(25,204,785

)

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

8

 

 

(30,708

)

 

 

(19,038

)

Net cash flows used in investing activities

 

 

 

 

(30,708

)

 

 

(19,038

)

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from issue of shares

 

13

 

 

189,764

 

 

 

 

Transaction costs on issue of shares, net

 

 

 

 

659,039

 

 

 

 

Payment of principal portion of lease liabilities

 

9

 

 

(53,761

)

 

 

(56,752

)

Net cash flows provided by (used in) financing activities

 

 

 

 

795,042

 

 

 

(56,752

)

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

 

 

(23,467,477

)

 

 

(25,280,575

)

Cash and cash equivalents at the beginning of the period

 

 

 

 

391,231,637

 

 

 

161,837,429

 

Effect of exchange rate changes

 

 

 

 

578,008

 

 

 

(1,375,631

)

Cash and cash equivalents at the end of the period

 

12

 

 

368,342,168

 

 

 

135,181,223

 

 

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

6


 

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. The Company is registered at the Chamber of Commerce under file number 64239411.

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.

The unaudited condensed consolidated interim financial statements of Pharvaris N.V. (the “Company” or “Pharvaris”) and its subsidiaries (collectively, “The Group”) as of March 31, 2024, and December 31, 2023, and for the three months ended March 31, 2024 and 2023 were authorized for issue in accordance with a resolution of the directors on May 8, 2024.

1.2 Group information

Subsidiaries

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

 

 

 

 

 

Country of

 

% of equity interest as
March 31,

Name

 

Legal seat

 

incorporation

 

2024

 

2023

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 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, 2023 (“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

Management assessed the Company’s ability to fund its operations for a period of at least one year after the date the financial statements are issued. Management has not identified a material uncertainty relating to the Company’s ability to continue as a going concern for a period of at least a year from the issuance of these financial statements. 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.

 

7


 

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, 2023.

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 March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Personnel expenses (Note 5)

 

 

(5,180,476

)

 

(4,217,700

)

Clinical expenses

 

 

(7,321,412

)

 

(4,868,447

)

Manufacturing costs

 

 

(2,563,954

)

 

(1,907,086

)

Nonclinical expenses

 

 

(1,835,466

)

 

(2,751,198

)

License costs

 

 

(1,500,000

)

 

 

Intellectual Property costs

 

 

(111,708

)

 

 

 

 

 

(18,513,016

)

 

(13,744,431

)

 

Research and development expenses are currently not capitalized but are recorded in the unaudited 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.

 

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 March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Personnel expenses (Note 5)

 

 

(3,270,195

)

 

(3,301,584

)

Facilities, communication & office expenses

 

 

(1,680,267

)

 

(1,491,273

)

Professional fees

 

 

(1,177,229

)

 

(882,470

)

Accounting, tax and auditing fees

 

 

(1,254,086

)

 

(359,353

)

Travel expenses

 

 

(624,029

)

 

(322,733

)

Consulting fees

 

 

(126,525

)

 

(177,869

)

Other expenses

 

 

(1,666,512

)

 

(796,314

)

 

 

 

(9,798,843

)

 

(7,331,596

)

 

8


 

 

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

Depreciation expense in the three months ended March 31, 2024 and 2023 was €0.07 million and €0.06 million, respectively, which related to property, plant and equipment and leases and is included in the 'Other expenses' line.

5. Personnel expenses

 

 

 

For the three months ended March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Wages and salaries

 

 

(5,070,456

)

 

(4,204,384

)

Pension charges

 

 

(394,633

)

 

(288,883

)

Other social security charges

 

 

(584,715

)

 

(443,130

)

Share-based payments

 

 

(2,400,867

)

 

(2,582,887

)

 

 

 

(8,450,671

)

 

(7,519,284

)

 

The average number of staff (in FTEs) employed by the Group in the three months ended March 31, 2024 was 83 (2023: 66).

6. Finance income/(expense)

 

 

 

For the three months ended March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Foreign exchange differences

 

 

522,251

 

 

(1,595,478

)

Interest income over bank balances

 

 

63,921

 

 

106,527

 

Other finance expenses

 

 

(7,952

)

 

(5,314

)

 

 

 

578,220

 

 

(1,494,265

)

 

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 March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

Income tax expense

 

 

(285,117

)

 

 

(60,657

)

Income tax expense

 

 

(285,117

)

 

 

(60,657

)

 

The tax expense over the three months ended March 31, 2024 and 2023 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.

9


 

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 March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Loss before income tax

 

 

(27,733,639

)

 

(22,570,292

)

Income tax against statutory rate in The Netherlands (25.8%)

 

 

7,155,279

 

 

5,823,135

 

Effect of tax rates in other countries

 

 

(4,152,528

)

 

(3,244,604

)

Deferred tax assets recognition effects

 

 

(2,782,989

)

 

(2,516,131

)

Non-deductible expenses

 

 

(334,866

)

 

(123,057

)

Prior period adjustments

 

 

(170,013

)

 

 

Total tax charge

 

 

(285,117

)

 

(60,657

)

 

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 three months ended March 31, 2024 was (1.0%), compared to (0.3%) for the March 31, 2023.

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.


8. Property, plant and equipment

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Net book value

 

 

 

 

Balance at beginning of period

 

 

223,678

 

 

 

193,474

 

Additions

 

 

30,708

 

 

 

90,051

 

Depreciation expenses

 

 

(16,903

)

 

 

(59,847

)

Balance at end of period

 

 

237,483

 

 

 

223,678

 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Cumulative depreciation

 

 

 

 

As of January 1,

 

 

(125,373

)

 

 

(65,526

)

Depreciation

 

 

(16,903

)

 

 

(59,847

)

Balance at end of period

 

 

(142,276

)

 

 

(125,373

)

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Cumulative Costs

 

 

 

 

Balance at beginning of period

 

 

349,051

 

 

 

259,000

 

Additions

 

 

30,708

 

 

 

90,051

 

Balance at end of period

 

 

379,759

 

 

 

349,051

 

 

During the three months ended March 31, 2024, the Group acquired assets with a cost of €0.03 million (December 31, 2023: €0.1 million). The acquisitions were mainly related to equipment, tools and installations.

10


 

9. Leases

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

 

 

 

March 31,
2024

 

 

December 31, 2023

 

 

 

 

 

 

Balance at beginning of period

 

 

231,893

 

 

 

432,965

 

Addition

 

 

 

 

 

(3,302

)

Depreciation charges

 

 

(49,500

)

 

 

(197,770

)

Impact of transaction of foreign currency

 

 

1,088

 

 

 

 

Balance at end of period

 

 

183,481

 

 

 

231,893

 

 

The following table provides information about the Group’s lease liabilities at March 31, 2024:

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

 

 

 

Office leases

 

 

(190,461

)

 

 

(238,905

)

Total lease liability

 

 

(190,461

)

 

 

(238,905

)

Current portion

 

 

(120,461

)

 

 

(195,341

)

Non-current portion

 

 

(70,000

)

 

 

(43,564

)

Office leases consist of a lease agreement entered into on June 1, 2021 for office space in Lexington, United States of America (the " U.S."), and a lease entered into on December 1, 2022, for offices in Leiden, The Netherlands. Both leases have lease 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 three months ended March 31, 2024 and 2023. Cash outflows related to leases during the three months ended March 31, 2024 and 2023, were €0.05 million and €0.06 million, respectively.

10. Receivables

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

 

 

 

Current tax receivable

 

 

 

 

 

615,538

 

VAT receivables

 

 

363,071

 

 

 

423,486

 

 

 

 

363,071

 

 

 

1,039,024

 

 

11. Other current assets

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

 

 

 

Prepayments

 

 

7,322,312

 

 

 

4,959,889

 

Other assets

 

 

271,067

 

 

 

620,815

 

 

 

 

7,593,379

 

 

 

5,580,704

 

 

Prepayments mainly relate to prepaid insurance, sign-on bonus to personnel, prepaid research and development expenses and rent.

 

Other assets as of March 31, 2024, primarily consists of research and development prepaids, compared to December 31, 2023, which primarily consisted of deferred transaction costs related to the Group’s in-process equity financing (refer to note 13). The Company deferred the transaction costs related to any in-process financing. Upon recognition of the equity instruments, the related transaction costs are deducted from share premium.

 

11


 

12. Cash and cash equivalents

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

 

13. Equity

On March 31, 2024, the Company’s authorized share capital amounted to € 14.1 million divided into 117,500,000 ordinary shares each with a nominal value of twelve eurocents (€0.12).

As of March 31, 2024, the total number of issued and fully paid shares was 53,816,707 (2023: 33,831,029). On March 31, 2024, the issued share capital totaled €6.5 million (2023: €4.1 million). On December 31, 2023, the issued share capital totaled €6.3 million.

 

In March 2022, the Company filed a Form F-3 Registration Statement and prospectus, allowing the Company to sell up to $350 million of its securities with the Securities and Exchange Commission. This Registration Statement was supplemented by a prospectus supplement covering 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 March 31, 2024, the Company has sold a total of 593,927 ordinary shares under the sales agreement generating total net proceeds of $9.8 million (€9.3 million), after deducting $0.3 million (€0.3 million), which was payable to Leerink Partners as commission in respect of such sales. On April 12, 2024, the Company terminated the March 2022 sales agreement and entered into a new sales agreement with Leerink Partners (the “April 2024 Sales Agreement”), pursuant to which it may sell ordinary shares having an aggregate offering price of up to $175 million from time to time through Leerink Partners. In April 2024, the Company filed a Form F-3 ASR Registration Statement (the “F-3 ASR”) and prospectus, allowing the Company to sell an unspecified amount of its securities with the Securities and Exchange Commission. The F-3 ASR was supplemented by a prospectus supplement covering an at-the-market program providing for the sales from time to time of up to $175 million of its ordinary shares pursuant to the April 2024 Sales Agreement.

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).

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) 11,125,000 ordinary shares, par value €0.12 per share and (ii) pre-funded warrants to purchase up to 1,375,000 ordinary shares in an underwritten offering. The offering closed on December 8, 2023, and the Company generated net proceeds of $282.0 million (€261.6 million), after deducting bank fees of $18.0 million (€16.7 million).

The pre-funded warrants were subsequently exercised in January 2024 for gross exercise proceeds of $0.01 million and resulted in issuance of 1,375,000 ordinary shares.

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

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

Number of shares

 

 

Number of shares

 

Ordinary shares

 

 

53,816,707

 

 

 

52,290,212

 

 

 

 

53,816,707

 

 

 

52,290,212

 

 

14. Trade and other payables

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

 

 

 

Trade payables

 

 

5,558,487

 

 

 

2,909,725

 

 

 

 

5,558,487

 

 

 

2,909,725

 

 

12


 

15. Accrued liabilities

 

 

 

March 31,
2024

 

 

December 31,
2023

 

 

 

 

 

 

Consulting, professional and audit liability

 

 

949,424

 

 

 

642,662

 

Clinical accrued liabilities

 

 

2,536,296

 

 

 

3,824,468

 

Manufacturing accrued liabilities

 

 

4,202,393

 

 

 

2,285,584

 

Nonclinical accrued liabilities

 

 

1,242,336

 

 

 

885,030

 

Personnel related accruals

 

 

2,356,935

 

 

 

2,971,068

 

Other accrued liabilities

 

 

862,143

 

 

 

281,937

 

 

 

 

12,149,527

 

 

 

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, 2023.

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 an
d Restricted Stock Units (“RSUs”) during the three months ended March 31, 2024.

 

 

 

Stock Options

 

 

RSUs

 

 

 

Outstanding
options

 

 

Weighted
average
exercise
price

 

 

Outstanding
RSUs

 

 

 

 

 

 

$

 

 

 

 

Outstanding January 1, 2024

 

 

3,830,652

 

 

 

8.46

 

 

 

1,033,814

 

Granted

 

 

 

 

 

 

 

 

29,783

 

Exercised (Vested and Settled)

 

 

(139,297

)

 

 

1.70

 

 

 

(16,361

)

Forfeited

 

 

 

 

 

 

 

 

(40,218

)

Outstanding March 31, 2024

 

 

3,691,355

 

 

 

9.35

 

 

 

1,007,018

 

 

As of March 31, 2024, a total number of 2,179,262 stock options are exercisable (March 31, 2023: 1,737,785).

During the three months ended March 31, 2024 a total of 29,783 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 January 2, 2024 ($25.87), February 1, 2024 ($29.95) and March 1, 2024 ($24.16), respectively.

For the three months ended March 31, 2024, the Group recognized €2.4 million of share-based payment expense in the unaudited condensed consolidated statement of income or loss and other comprehensive income (three months ended March 31, 2023: €2.6 million).

 

13


 

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 March 31, 2024 and 2023.

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 March 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

Net Loss

 

 

(28,018,756

)

 

 

(22,630,949

)

Weighted average number of ordinary shares outstanding

 

 

53,747,981

 

 

 

33,823,924

 

Basic and diluted loss per share

 

 

(0.52

)

 

 

(0.67

)

 

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 March 31, 2024 amounted to €67.9 million, (December 31, 2023: €49 million) primarily related to research and development commitments.

The Group had no contingent liabilities and no contingent assets as of March 31, 2024 and December 31, 2023.

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 March 31,

 

 

 

2024

 

2023

 

 

 

 

 

Short term employee benefits

 

 

1,361,429

 

 

1,083,441

 

Post employee benefits

 

 

64,059

 

 

50,431

 

Share-based payments

 

 

1,312,875

 

 

1,524,994

 

Total

 

 

2,738,363

 

 

2,658,866

 

 

No stock options were granted to key management during the three months ended March 31, 2024. Refer to note 18 for disclosures on the share-based payments

The Group engages two management entities for the purpose of providing key management services to the Group. These management entities are considered related parties, as they provide key management services and key management personnel which have key management functions within these entities. Certain key management personnel are also shareholders of the Company.

 

The aggregate amount of expense recognized in the unaudited condensed consolidated interim financial statements related to these related parties were €0.3 million and €0.3 million for the three months ended March 31, 2024 and 2023, respectively.

 

The outstanding balances payable to key management personnel, or entities which they control, as per March 31, 2024 and December 31, 2023 were €0.3 million and €1.4 million, respectively.

 

14


 

22. Events after the reporting period

 

Joan Schmidt, our Chief Legal Officer, has announced that she will be leaving the Company effective June 1, 2024.

 

 

 

 

15


 

Signatories to the unaudited condensed consolidated interim financial statements

Leiden, May 8, 2024

 

 

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

 

 

 

 

 

 

 

 

 

16