Vivoryon Therapeutics N.V.

Annual Report 2024

Amsterdam, The Netherlands

Report by Vivoryon’s executive members of the board....................................................................................... 3

1.1

Overview of the Company ......................................................................................................................... 3

1.2

Operating review.......................................................................................................................................11

1.3

Financial review........................................................................................................................................13

1.4

Company outlook......................................................................................................................................19

1.5

Risk management......................................................................................................................................20

1.6

Risk factors ...............................................................................................................................................22

1.7

Legal proceedings .....................................................................................................................................35

1.8

Corporate governance ...............................................................................................................................36

1.9

Shareholders and the general meeting .......................................................................................................43

1.10

Remuneration report..................................................................................................................................46

1.11

Diversity and inclusion..............................................................................................................................52

1.12

Company culture.......................................................................................................................................52

1.13

Compliance with the Dutch corporate governance code............................................................................52

Report by the Vivoryon’s non-executive members of the board.........................................................................54

2.1

Introduction...............................................................................................................................................54

2.2

Independence ............................................................................................................................................54

2.3

Board profile.............................................................................................................................................54

2.4

Evaluation .................................................................................................................................................54

Financial statements............................................................................................................................................56

3.1

Statements of operations and comprehensive loss for the years ended December 31, 2024, and 2023......57

3.2

Statements of financial position as of December 31, 2024 and 2023.........................................................58

3.3

Statements of changes in shareholders’ equity for the years ended December 31, 2024 and 2023............59

3.4

Statements of cash flows for the years ended December 31, 2024 and 2023.............................................60

3.5

Notes to the financial statements...............................................................................................................61

Other information ...............................................................................................................................................93

PDF/printed version:

This document is the PDF/printed version of the 2024 Annual Report of

Vivoryon Therapeutics N.V. in the European single electronic reporting

format (ESEF) and has been prepared for ease of use. The ESEF report-

ing package is available on the company’s website at www.vi-

voryon.com. In any case of discrepancies between this PDF version and

the ESEF reporting package, the latter prevails.

Forward looking statements

This Annual Report has been prepared and issued by Vivoryon Therapeutics N.V. (the ‘Company’, ‘Vivoryon

Therapeutics’ or ‘Vivoryon’) and has not been independently verified by any third party. No representation or war-

ranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, tar-

gets, estimates or forecasts and nothing in this Annual Report is or should be relied on as a promise or representation

as to the future.

All statements other than statements of historical fact included in this Annual Report are or may be deemed to

be forward-looking statements, including, without limitation, those regarding the business strategy, management

plans and objectives for future operations of the Company, estimates and projections with respect to the market for

the Company’s products and forecasts and statements as to when the Company’s products may be available. Words

such as ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘expect,’ ‘forecast,’ ‘intend,’ ‘may,’ ‘plan,’ ‘project,’ ‘predict,’ ‘should’

and ‘will’ and similar expressions as they relate to the Company are intended to identify such forward-looking state-

ments. These forward-looking statements are not guarantees of future performance; rather they are based on the

Management’s current expectations and assumptions about future events and trends, the economy and other future

conditions. The forward-looking statements involve a number of known and unknown risks and uncertainties. These

risks and uncertainties and other factors could materially adversely affect the outcome and financial effects of the

plans and events described herein. Actual results, performance or events may differ materially from those expressed

or implied in such forward-looking statements and from expectations. As a result, no undue reliance should be

placed on such forward-looking statements. This Annual Report does not contain risk factors. Certain risk factors

that may affect the Company’s future financial results are discussed in the published Financial Statements of the

Company.

Industry information in this report may prove to be inaccurate because this information cannot always be veri-

fied with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of

the data gathering process and other limitations and uncertainties.

This Annual Report, including any forward-looking statements, speaks only as of the date of this Annual Re-

port. The Company does not assume any obligation to update any information or forward-looking statements con-

tained herein, save for any information required to be disclosed by law.

This Annual Report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the

Company in any jurisdiction.

Report by Vivoryon’s executive members of the board

This management report as referred to in Section 2:391 of the Dutch Civil Code (the ‘Management Report’)

has been prepared in compliance with the requirement of Dutch law, including the Dutch corporate governance code

(the ‘Code’). The board of directors of Vivoryon Therapeutics N.V. (the ‘board’) hereby presents the Management

Report for the financial year ended on December 31, 2024.

1.1

Overview of the Company

1.1.1

General information

Vivoryon Therapeutics N.V. is a Dutch public company with limited liability (‘Naamloze Vennootschap’) that

has its statutory seat in Amsterdam, the Netherlands and branch offices in Halle (Saale) and Munich, Germany. This

report includes the statutory Financial Statements of Vivoryon Therapeutics N.V. for the year ended December 31,

2024. The Company’s ordinary shares are listed under the ticker symbol ‘VVY’ on Euronext Amsterdam, the Neth-

erlands. Vivoryon Therapeutics N.V. is a clinical stage biopharmaceutical company focused on discovering, devel-

oping, and potentially commercializing small molecule-based medicines that modulate the activity and stability of

pathologically altered proteins.

1.1.2

Organizational structure

The Company is registered with the name Vivoryon Therapeutics N.V. in the Trade Register of the Netherlands

Chamber of Commerce under number 81075480 (Sector ‘Advisering, onderzoek en overige specialistische zakelijke

dienstverlening’, Activiteit (SBI-code) ‘72112 - Biotechnologisch speur- en ontwikkelingswerk op het gebied van

medische producten en farmaceutische processen en van voeding’). Its commercial name is Vivoryon Therapeutics

and the administrative headquarters as well as the business operations remain in Halle (Saale) and Munich Germany.

The Company’s business address is Weinbergweg 22, 06120 Halle (Saale), Germany (contact details: +49 (0)345

555 99 00, info@vivoryon.com).

As at December 31, 2024, including executive directors, Vivoryon Therapeutics had 15 (2023: 17) employees,

of which 8 (2024: 53 %; 2023: 53 %) were female.

1.1.3

Property, plant and equipment

Vivoryon has leased office and laboratory space in Halle (Saale), Germany and additional office space in Mu-

nich, Germany, both under an extendable lease.

1.1.4

General overview of the Company

Vivoryon is a clinical stage biotechnology company focused on developing small molecule-based medicines

that modulate the activity and stability of proteins which are altered in disease settings. The Company has estab-

lished a pipeline of orally available small molecule inhibitors for various indications, focused on novel oral small

molecule-based therapeutics with a differentiated mode of action for treating diseases with inflammatory and/or fi-

brotic components, such as chronic diseases of the kidney or liver. Vivoryon’s priorities are focused on chronic kid-

ney disease (CKD), and –more precisely- are initially targeting stage 3b and worse diabetic kidney disease (DKD).

The Company sees additional future opportunities in other inflammatory/fibrotic diseases, including orphan diseases

in which kidney function is affected, as well as metabolic dysfunction-associated steatohepatitis (MASH). Vi-

voryon’s small molecule pipeline for development to treat Alzheimer’s disease (AD) and cancer are not being ac-

tively advanced at this time. In addition to developing small molecule-based medicines, the Company is also pursu-

ing antibody-based approaches for AD. The Company strives to generate future revenues from licensing its product

candidates to biopharmaceutical companies or, in selected cases, by commercializing products upon regulatory mar-

ket approval by the relevant Competent Authorities.

Topline results from the European VIVIAD Phase 2b study of Vivoryon’s lead candidate varoglutamstat, an

oral inhibitor of glutaminyl cyclases QPCT and QPCTL (QPCT/L), in early AD reported in March 2024 led to a

strategic shift of the Company from an initial focus on AD towards a focus on inflammatory and fibrotic diseases.

Varoglutamstat did not achieve its primary and key secondary endpoints in early AD in this study. VIVIAD in-

cluded prospectively defined measures of kidney function as safety and other exploratory endpoints and a significant

positive effect on kidney function was observed in subjects receiving varoglutamstat. The resulting strategic shift to

inflammatory and fibrotic diseases was announced in April 2024 following further analysis of the prospectively

specified measurement of kidney function by estimated glomerular filtration rate (eGFR).

Topline results from the U.S. Phase 2 study VIVA-MIND, also in early AD, reported in December 2024 cor-

roborate varoglutamstat’s beneficial effect on kidney function as measured by eGFR. Based on the negative out-

come reported from VIVIAD in AD, VIVA-MIND was discontinued early to enable accelerated data analysis and

inform the overall varoglutamstat development strategy. and the study did not meet its primary and key secondary

endpoints in early AD, in line with the previously reported results from VIVIAD.

Kidney function data from the Phase 2 VIVIAD and VIVA-MIND studies inform clinical development of va-

roglutamstat in kidney disease. A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the best

overall assessment of efficacy of varoglutamstat and to statistically validate the homogeneity of outcomes in the two

studies. The meta-analysis showed consistent results of high effect size and strongly supports viability of moving

into a Phase 2b study in patients with stage 3b and worse diabetic kidney disease (DKD), based on rigorous statisti-

cal planning.

In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million,

with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the

agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the

course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell

these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive

rights. The Company intends to use any funds raised through the SEPA to finance its ongoing business operations,

the continued preparation towards the start of the Phase 2b study of varoglutamstat in DKD, as well as to advance

preclinical studies of its new development candidate, VY2149. The initiation of the Phase 2b DKD study is subject

to further additional funding and/or partnership, which the Company continues to actively explore. For more details,

please refer to 1.4 – Company Outlook and 3.0 – Going Concern.

Overall, Vivoryon’s lead candidate, varoglutamstat, is uniquely positioned within the evolving kidney disease

landscape through its one-of-a-kind combination of key characteristics: oral availability, novel MOA addressing key

components of disease pathways, single agent activity and suitability for use in combination therapies, demonstrated

long-term stabilization or even improvement of eGFR, and long-term safety data confirmed.

1.1.5

Pipeline and research programs

Vivoryon is developing a highly innovative, focused portfolio of QPTC/L inhibitors grounded in the observa-

tion that QPCT/L inhibition leads to reduction in the activity of potent pro-inflammatory and fibrotic peptides. The

Company has established a diverse pipeline of programs in different stages of development, with its most advanced

activities focused on novel oral small molecule-based therapeutics with a differentiated mode of action for treating

diseases with inflammatory and/or fibrotic components, such as chronic diseases of the kidney or liver.

Vivoryon’s priorities are focused on chronic kidney disease (CKD), more precisely initially targeting stage 3b

and worse diabetic kidney disease (DKD). The Company sees additional future opportunities in other inflamma-

tory/fibrotic diseases, including orphan diseases in which kidney function is affected, as well as metabolic dysfunc-

tion-associated steatohepatitis (MASH). Vivoryon’s small molecule pipeline to treat Alzheimer’s disease (AD) and

cancer are not being actively advanced at this time. The Company also has a pre-clinical stage antibody to treat AD.

Based on the negative outcomes in AD reported from VIVIAD and VIVA-MIND studies and in line with focusing

resources on advancing in kidney disease, Vivoryon has discontinue investigation of varoglutamstat in AD.

Fug. 1: Development Pipeline Chart

1.1.6

Lead candidate varoglutamstat

Varoglutamstat (PQ912) is a proprietary, potent and selective inhibitor of human glutaminyl cyclases QPCT

and QPCTL with therapeutic potential in indications including inflammatory and fibrotic diseases, neurodegenera-

tive diseases, cancer and others. Initially in development aiming to treat AD, varoglutamstat has been investigated in

a number of different clinical studies. Based on the known anti-inflammatory and anti-fibrotic activity of varoglu-

tamstat, the protocol for the Phase 2b VIVIAD study in early AD included the investigation of kidney function

(measured using eGFR) and measurement of biomarkers of kidney inflammation and fibrosis as safety and explora-

tory endpoints to investigate the role of QPCT/L inhibition on kidney function. eGFR was also analyzed as a pro-

spectively defined safety parameter in the VIVA-MIND Phase 2 study in the U.S.

1.1.6.1

Varoglutamstat in kidney disease

Many kidney diseases are driven by inflammatory and fibrotic processes which are induced by a variety of

stimuli including metabolic, vascular and autoimmune dysfunctions. Varoglutamstat is designed to prevent inflam-

matory and fibrotic processes by blocking pyroglutamate formation on key disease drivers. Post-translational modi-

fication occurs both physiologically and in disease settings and it is a crucial process to functionalize proteins –

which makes the enzymes that enable these modifications attractive drug targets. Pyroglutamate (pE) formation, a

specific post-translational modification exclusively catalysed by the glutaminyl-cyclases QPCT and QPCTL, has

emerged as a central element in different diseases including neurodegenerative, inflammatory and fibrotic diseases

as well as cancer.

There is substantial evidence from various research groups that QPCT/L-inhibition can reduce inflammation

and fibrosis in the kidney by reducing the amount of pharmacologically active pyroglutamate versions of chemo-

kines (CCL-2, CX3CL1/fractalkine), (Kanemitsu 2021, Cynis 2013, Cormican 2021).

Current standard of care (SoC) only reduces risk of chronic kidney disease (CKD) progression by approxi-

mately 1/3, meaning a significant risk of disease progression or premature death in a growing and aging population

remains. To alleviate this burden for patients and healthcare providers, therapies are urgently needed that reduce or

reverse risk of progression in CKD/DKD and rare kidney disorders.

Within Vivoryon’s preclinical efforts, QPCT/L inhibition has shown robust evidence of benefits in animal

models of inflammatory and fibrotic disorders such as glomerulonephritis, chronic kidney disease, and metabolic

dysfunction-associated steatohepatitis (MASH).

The VIVIAD Phase 2b study protocol, while primarily designed to investigate varoglutamstat in early Alz-

heimer’s disease, included prospectively defined safety and exploratory endpoints that enabled measurement and

analysis of kidney function by estimated glomerular filtration rate (eGFR), as well as additional biomarkers, in order

to further investigate its potential activity on inflammation and fibrosis. A total of 258 patients were evaluable for

eGFR assessment in the VIVIAD study (n=141 varoglutamstat (300mg & 600mg); n= 117 placebo). Key observa-

tions from the VIVIAD study analysis of kidney function were:

•

Statistically significant and clinically meaningful improvement in eGFR (measured by slope analysis) with

varoglutamstat compared to placebo, in both the total population and a post-hoc diabetes subgroup (see

definition below), with the latter revealing a substantially higher treatment effect compared to that seen

across all subjects.

•

Results and effect size were consistent using a set of diverse and validated methods for eGFR assessment

(2021 CKD-EPI cystatin C, 2021 CKD-EPI creatinine-cystatin C 2021 CKD-EPI creatinine, MDRD).

•

Promising additional effects were observed in the diabetes subgroup in varoglutamstat treated patients in-

cluding a reduction in liver transaminases, mild weight loss, and a reduction in diastolic blood pressure.

•

Data revealed that the positive effect on kidney function in the diabetes subgroup appears to be independ-

ent of any change in glycemic control (HbA1C remained steady over the period for the varoglutamstat

group).

•

A reduction of the plasma concentration of the inflammatory and fibrosis inducing pE-CCL2 (p=0.004)

was observed in the varoglutamstat arm, indicating a strong anti-inflammatory effect.

•

Varoglutamstat was well-tolerated at the dose tested (up to 600mg twice daily) and there were no meaning-

ful differences in adverse events observed in renal and metabolic system organ classes versus placebo in

the total population and diabetes subgroup.

In line with the previously reported results from VIVIAD, in April 2024 Vivoryon announced that it was dis-

continuing the U.S. VIVA-MIND study early, in the second half of 2024, to enable accelerated data analysis and

inform development strategy. A total of 109 participants were treated within the study (varoglutamstat n=52, pla-

cebo n=57). As expected, the VIVA-MIND Phase 2 study did not meet its primary and key secondary endpoints in

early AD. Analysis of eGFR was prospectively defined as a safety parameter in VIVA-MIND. Data from VIVA-

MIND confirmed results of varoglutamstat’s beneficial effect on eGFR observed in VIVIAD, showing a statistically

significant and clinically meaningful average improvement in eGFR with varoglutamstat versus placebo.

Varoglutamstat continued to demonstrate a favourable safety and tolerability profile with no new safety signals iden-

tified in VIVA-MIND. Across all studies, varoglutamstat continued to demonstrate a favorable safety and tolerabil-

ity profile with a total of over 400 participants treated with varoglutamstat in Phase 1 and Phase 2 studies to date.

1.1.6.1.1

VIVIAD and VIVA-MIND: Meta-analysis

A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the best overall assessment of effi-

cacy of varoglutamstat and to statistically validate the homogeneity of outcomes in the two studies.

A total of 286 patients were randomized into the 600mg twice daily (BID) varoglutamstat and placebo groups

in VIVIAD and VIVA-MIND studies, with 112 allocated to 600mg BID varoglutamstat and 174 to placebo. A total

of 39 patients with diabetes were randomized into the 600mg BID varoglutamstat (n=19) and placebo (n=20) groups

in total (VIVIAD n=23, VIVA-MIND n=16). The corresponding numbers for study participants without diabetes

were 93 patients randomized to varoglutamstat 600mg BID and 154 patients randomized to placebo (total n=247).

The meta-analysis confirmed a statistically significant and clinically meaningful improvement in eGFR over

baseline in patients treated with varoglutamstat at 600mg BID in the overall study population. The meta-analysis

also confirmed consistent results of high effect sizes and a substantially larger effect size in study participants with

diabetes compared to those without diabetes. However, also in the patients without diabetes a positive and statisti-

cally significant treatment effect was observed. The difference of change from baseline in eGFR between varoglu-

tamstat and placebo became significant starting after 24 weeks of treatment and the treatment effect was maintained

throughout the study duration up to 2 years (96 weeks).

Based on the results from VIVIAD and VIVA-MIND, Vivoryon intends to pursue development of varoglutam-

stat in diabetic kidney disease and is actively preparing to initiate a Phase 2b clinical study in advanced diabetic kid-

ney disease (DKD). The initiation of the study is subject to further funding and/or partnership, which the Company

continues to actively explore.

1.1.6.1.2

Strategic focus and proposed clinical development plan in DKD

Diabetes is a significant and growing global challenge, with 537 million adults aged 20 – 79 worldwide diag-

nosed in 2021 and the number is expected to grow to nearly 800 million in the next 20 years. An estimated 40% of

people with diabetes may develop diabetic kidney disease (DKD), which is considered to be the leading cause of

end-stage kidney disease, and 1 in 10 people with diabetes potentially ending up with end stage kidney disease. In

the U.S. and Europe alone, the Company estimates that the total prevalent population of people with diabetes com-

prises ~70-75 million, with ~25-30 million believed to suffer from DKD. Of those, between ~3-6 million people are

estimated to have stage 3b/4 DKD, which is the initial target indication for varoglutamstat.

The findings of varoglutamstat’s potential to improve kidney function paved the strategic shift and the Com-

pany’s focus towards addressing the unmet medical need in DKD.

Kidney function data from the Phase 2 VIVIAD and VIVA-MIND studies informed the proposed clinical de-

velopment of varoglutamstat in kidney disease, including DKD. Currently the Company is preparing a double-blind,

placebo-controlled Phase 2b study with the primary objective of investigating the safety and efficacy of varoglutam-

stat on kidney function in patients with diabetes type 2 and CKD stages 3b and worse on top of standard of care

(SoC). Additional study objectives include exploring the efficacy of a once daily dose of varoglutamstat, generating

further evidence of the mechanism of action and generating data on the effect of varoglutamstat on frequently con-

comitantly affected organs in diabetes patients, such as liver, vasculature, and bodyweight.

The Company envisages a double-blind, placebo-controlled study of approximately 90 participants, random-

ized 1:1 to varoglutamstat 600mg twice daily or placebo, on top of SoC medications. The primary endpoint is eGFR

change from baseline to last visit (week 30). Secondary and exploratory endpoints are planned to include measures

of albuminuria (UA(p)CR), metabolic and fibrosis-related biomarkers, liver transaminases, and liver ultrasound (fi-

broscan). Primary endpoint topline results are expected to become available ~18 months after study initiation.

The planned Phase 2b study is subject to further funding and/or partnership, which the Company continues to

actively explore. In addition, Vivoryon plans to further explore the potential of varoglutamstat and QPCT/L inhibi-

tors in chronic and rare kidney diseases, for which the Company is also evaluating business development and fi-

nancing opportunities. These funding and financing opportunities could include further capital raises and/or alterna-

tive financing forms.

Sources: International Diabetes Federation (IDF) Atlas 2021; CDC National Diabetes Statistics Report 2024; Eurostat

2017; CDC Chronic Kidney Disease in the United States, 2023; Brück et al., J Am Soc Nephrol, 2015; Sundström et al., The

Lancet, Regional Health Europe, 2022; Prevalent population assumptions based on internal analyses using a combination of

public sources and management estimates, including Wu et al., BMJ Open Diabetes Research and Care, 2016; Feng et al., Kid-

ney Med, 2022, CDC Kidney Disease Surveillance System (NHANES); This information may prove to be inaccurate because this

information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the

voluntary nature of the data gathering process and other limitations and uncertainties.

1.1.6.2

Varoglutamstat in Alzheimer’s disease (discontinued)

Initially in development to treat Alzheimer’s disease (AD), a severe neurodegenerative disorder affecting

around 30 million people worldwide, varoglutamstat targets the enzymes glutaminyl cyclases QPCT and QPCTL,

which play an important role in promoting AD via QPCT-mediated formation of a neurotoxic Abeta variant, N3pE

amyloid (pGlu-Abeta) and QPCTL-modulated CCL2 neuroinflammatory activity. Targeting these two enzymes ena-

bles varoglutamstat to work upstream of other approaches such as monoclonal antibodies.

Varoglutamstat has been investigated in a number of different clinical studies, all of which have consistently

demonstrated a favorable safety and tolerability profile both in healthy volunteers and patients with AD.

Varoglutamstat is designed to prevent inflammatory and fibrotic processes by blocking pyroglutamate for-

mation on key disease drivers.

Varoglutamstat was discovered, profiled, and nominated by the Company for regulatory development in 2010.

In preclinical and animal model studies, the Company has generated numerous data pointing to potential use of

QPCT/L inhibitors in Alzheimer’s disease. At this point, the Company initially decided to enter into clinical devel-

opment steps for AD. In a completed Phase 1 clinical study, QPCT activity under treatment was reduced by about

90 % and a PK/PD ratio in CSF and serum was measured, with the study also yielding important information on

dose response and target occupancy.

The first-in-patient Phase 2a study SAPHIR was completed in 2017, informing varoglutamstat’s dose selection

for the Phase 2 studies VIVIAD and VIVA-MIND in early AD.

VIVIAD was a Phase 2b study conducted in Europe and designed to evaluate the safety, tolerability, and effi-

cacy of varoglutamstat in 259 subjects with mild cognitive impairment (MCI) and mild Alzheimer’s disease (AD).

In March 2024, Vivoryon announced topline data for VIVIAD. The study, which evaluated varoglutamstat up to

600mg BID, did not meet its primary endpoint of a statistically significant difference in cognitive improvement over

time, assessed by the combined Z-score of the three elements of the Cogstate 3-item scale, as well as key secondary

endpoints measuring cognition and function including the Cogstate Brief Battery (CBB); complete Cogstate neuro-

psychological test battery (NTB); the Amsterdam Instrumental Activities of Daily Living Questionnaire (A-IADL-

Q) and electroencephalogram (EEG) global theta power.

Safety results from the study showed that varoglutamstat was generally well tolerated and showed rates similar

to placebo of serious and severe treatment emergent adverse events (TEAEs), low discontinuation rates due to ad-

verse events and no evidence of symptomatic ARIAs (amyloid-related imaging abnormalities) in the clinical setting.

After continuing its in-depth analysis of the VIVIAD data, Vivoryon reported in September 2024 that the re-

sults continued to confirm that there is no consistent effect of varoglutamstat up to 600mg BID on cognition and

function, including in high exposure patients. Results from pharmacokinetic, pharmacodynamic and biomarker data,

including an assay for measuring pE-Abeta forms, suggest that intracellular QPCT may play a decisive role in driv-

ing clinical outcomes in AD – and that the concentration of varoglutamstat inside brain cells was likely to be insuffi-

cient for eliciting downstream effects.

In parallel to VIVIAD, the VIVA-MIND Phase 2 study was conducted in the U.S., evaluating the safety, toler-

ability, and efficacy of varoglutamstat in patients with early AD. Due to the negative AD results from VIVIAD, it

was decided that VIVA-MIND be discontinued early, in the second half of 2024, which would enable accelerated

data analysis and inform varoglutamstat development strategy. In December 2024, the Company reported that a top-

line analysis of VIVA-MIND data in AD showed no clinically meaningful and no statistically significant differences

between varoglutamstat 600 mg BID and placebo for the primary endpoint of CDR-SB, and key secondary end-

points including CFC2, ADAS-Cog 13, in patients treated with varoglutamstat compared to placebo, in line with the

previously reported results in AD from VIVIAD.

Based on the negative outcomes in AD reported from VIVIAD and VIVA-MIND studies and in line with fo-

cusing resources on advancing in kidney disease, Vivoryon has discontinued investigation of varoglutamstat in AD.

Simcere continues to hold the rights to varoglutamstat in Greater China. For further details on Simcere please refer

to section 1.2.4. - License agreement with Simcere Pharmaceutical Co., Ltd.

1.1.7

Preclinical project pipeline

1.1.7.1

Explore full potential of QPCT/L inhibition

Vivoryon has continued to establish a pipeline of programs at the preclinical stage of development, mainly fo-

cused on oral small molecule QPCT/QPCTL-inhibitors for treating a divers set of indications with high unmet medi-

cal need like inflammatory/fibrotic disorders, such as of the kidney or liver. Vivoryon’s priorities are focused on

chronic kidney disease (CKD), more precisely initially targeting stage 3b and worse diabetic kidney disease (DKD).

The Company sees additional future opportunities in other inflammatory/fibrotic diseases, including orphan diseases

in which kidney function is affected, as well as metabolic dysfunction-associated steatohepatitis (MASH). Vi-

voryon’s small molecule pipeline also includes candidates for development to treat Alzheimer’s disease (AD) and

cancer, which are not being actively advanced at this time. Nomination of products and indications selected for fur-

ther research and development is based on general preclinical tests and on strategic considerations.

In all such indications under focus, the Company is looking to exploit the physiological relevance of the post-

translational modification mediated by glutaminyl cyclases, the cyclization of an N-terminal glutamine or glutamate

residue to form a pyroglutamate. This cyclization has two physiological functions: it is required for (i) full matura-

tion, potency, and stability of several proteins and peptides, and (ii) mediation of protein-protein interactions in cell-

cell contacts.

An example for (i) is the N-terminal cyclization of CCL2 to form pE-CCL2, which is the fully potent and sta-

ble form of this chemokine. An example of (ii) is the requirement for a pyroglutamate on the N-terminus of the

membrane protein CD47 on e.g., tumor cells to be able to bind to its receptor SIRPalpha expressed on macrophages.

This interaction represents an innate immune system checkpoint which provides a “do not eat me” signal to the mac-

rophage and thus helps the tumor to escape the immune defense mechanism. Inhibitors of QPCTL, like varoglutam-

stat and other small molecule compounds protected under the Company’s patents, have been shown to attenuate the

checkpoint signal from the CD47-SIRPalpha axis, and therefore to offer a novel strategy to augment the efficacy of

anti-tumor antibody therapies. The Company has developed a set of nanomolar QPCT/L inhibitors, showing promis-

ing results in combination treatment with antibodies approved for the treatment of certain tumor entities in respec-

tive animal models at the preclinical stage with potential to be selected for early development candidates in cancer

indications. The relevance of QPCT/L in the full maturation of the CCL chemokines CCL2, CCL7, CCL8, CCL13 –

all of which get transformed into their potent and stable form pE-CCLx – opens another potential field of applica-

tion for the Company’s QPCT/L inhibitors. Increased activity and expression of these chemokines is connected to

poor prognosis in several cancers like glioma, lung, colorectal, renal, urothelial, prostate and others. – and plays cen-

tral roles in inflammatory and fibrotic diseases as well.

In particular, Vivoryon and others have published work indicating QPCT/L as a potential target for alleviating

CCL2 mediated inflammation, for instance in a non-alcoholic fatty liver disease (“NFALD”) mouse model (Cynis

2013) or a CKD rat model (Kanemitsu 2021). NFALD is the most prevalent form of hepatic pathology in the gen-

eral population which could advance to metabolic dysfunction-associated steatohepatitis (“MASH”) and cirrhosis –

and for treatment options in kidney disease.

NFALD and MASH are defined by inflammatory and fibrotic pathogenesis, with extracellular matrix remodel-

ing and accumulation being a hallmark of such fibrotic diseases. Key components of the extracellular matrix (ECM)

are collagens. In this regard, several pro-collagens and collagens being substrates for post-translational modifica-

tions. The QPCTL catalyzed formation of pE collagens is required for proper assembly and secretion which adds

another strong rationale to use QPCTL inhibitors for such indications. Such use is being evaluated by the Company

in most recent efforts as part of its preclinical pipeline.

Based on the potential role of QPCT/L in various diseases, Vivoryon continues to investigate the application of

QPCT/L-inhibitors in CKD/DKD and MASH animal models. In 2023, the Company selected a defined and focused

set of 4-6 QPCT/L inhibitors, out of which especially one candidate was chosen for further development based on

most recently acquired in vitro and in vivo data.

1.1.7.2

Novel candidate for development in inflammatory and fibrotic diseases

The Company has enlarged its portfolio in 2024 by nominating a novel, next generation QPCT/L inhibitor

showing compelling pharmacological activity. This candidate, VY2149, is a potential fast follower in DKD or could

also be explored for other inflammatory and fibrotic diseases including orphan diseases and chronic kidney disease

(CKD). VY2149, which has preclinically shown improved cellular uptake and pharmacokinetics, is expected to en-

ter formal, late-stage preclinical development within this year, subject to additional funding and/or partnership,

which Vivoryon will continue to actively explore.

1.1.7.3

Novel Meprin protease inhibitors to treat fibrotic diseases, inflammation and cancer

Vivoryon extended its small molecule drug portfolio in 2020 by acquiring patents from the Fraunhofer-Gesell-

schaft (FHG) / Institute for Cell Therapy and Immunology (IZI) for the further development of Meprin protease in-

hibitors.

Meprin alpha and beta are emerging targets for the treatment of a range of indications including acute and

chronic kidney disease and multiple organ fibrosis, and cancer. The Company is developing novel low-molecular

weight Meprin inhibitors in collaboration with the original inventors at the IZI. Both enzymes are metalloprotein-

ases and catalyze cleavage and thus activation or deactivation of their respective substrates. The unique substrate

recognition pattern of Meprin allows for the design of selective inhibitors which do not block other metalloprotein-

ases like MMPs. The main physiological function of Meprin includes the regulation of the maturation of fibrillar

procollagens into collagen fibrils, and the maturation of pro inflammatory cytokines like IL-1 and IL-6. They are

crucially involved in extra cellular matrix remodeling which makes them attractive approaches to tackle indications

with a strong ECM component such as fibrotic indications (MASH, TPF) pr cancer metastasis.

A broad set of alpha/beta dual specific and isoform specific nanomolar small molecule inhibitors has been de-

signed and characterized. Generating in vivo proof-of-concept for next generation Meprin inhibitors of optimized

physicochemical and kinetic properties is ongoing and shall support the nomination of an early development candi-

date.

1.1.7.4

Preclinical antibody PBD-C06 — an antibody designed to clear N3pE oligomers from brains af-

fected by AD

Antibody-based approaches to clear Abeta plaques from the brain are widely regarded as a potential way to ad-

dress cognitive dysfunction in AD, but a clear correlation of overall plaque load and cognitive impairment has not

yet been demonstrated. In contrast, there is a proven correlation of the particularly neurotoxic species N3pE-Abeta

with cognition in AD patients, based on which the Company is developing PBD-C06, an antibody explicitly target-

ing N3pE-Abeta.

PBD-C06 is a monoclonal antibody currently in preclinical development. PBD-C06 binds to N3pE-Abeta with

high specificity. The rationale is to selectively clear the brain in patients with early Alzheimer’s disease of N3pE via

the immune system while leaving non-toxic forms of Abeta untouched. The Company believes that due to the high

specificity of PBD-C06 for N3pE-Abeta, the proportion of antibody reaching the brain will be sufficient to remove

the toxic peptides. PBD-C06 has been optimized towards low immunogenicity to reduce the occurrence of anti-drug

antibody in patients and towards low potency to induce amyloid-related imaging abnormalities (ARIAs), a major

side effect in antibody-based AD therapies. The Company believes that by targeting a neo-epitope, N3pE, and by

circumventing inflammatory issues (complement inactivation) and immunogenicity (de-immunization), PBD-C06

has potential to clear the most toxic Abeta aggregates and improve cognition in AD patients at effective doses and

with an acceptable safety profile. The general approach has been validated by the data accrued for donanemab (Kis-

unla, Eli Lilly) which led to its approval by the FDA and in the UK.

As published in February 2023 by Cynthia Lemere’s research group, which is a collaboration partner of the

Company, treatment of aged APP/PS1dE9; hApoE4 mice with the murine version of PBD-C06 lowered hippocam-

pal fibrillar plaque load, soluble N3pE levels and reduced microbleeds with slight improvement in object explora-

tion and spatial learning. Furthermore, a comparison of Company’s PBD-C06 to donanemab in a relevant animal

model showed superiority for PBD-C06 over donanemab.

The Company signed a licensing agreement with Simcere Pharmaceutical in 2021. This licensing agreement

includes the development and marketing rights for greater China region of PBD-C06. There are no updates on the

development of PBD-C06 in China at the time of the preparation of the annual report, . The program is still formally

open, but based on management discussions and publicly available information the program does not currently seem

to be an R&D priority at Simcere. Vivoryon has made further development of PBD-C06 dependent on a partnership

with a biopharmaceutical company, providing financial and development resources in the field of therapeutic anti-

bodies.

1.1.8

Intellectual property

Vivoryon has a patent portfolio directed to its product candidates and targets comprising composition of matter

and medical use claims directed to AD and inflammatory diseases, oncology, and fibrotic indications. As of Decem-

ber 31, 2024, our patent portfolio consisted of 20 owned patent families, which comprise approximately 402 na-

tional patent applications and issued patents. The Company’s patent portfolio is focused on our R&D programs re-

lating to glutaminyl cyclase (“QC”), isoenzyme (“isoQC”) and N-terminally modified forms of Abeta peptide as the

medical targets. In 2024, the Company further strengthened the patent portfolio regarding its lead development can-

didate molecule varoglutamstat and applications in kidney diseases. These activities included patent filings on (1)

medical use in kidney diseases, (2) dosing and (3) a new composition of matter patent on the active polymorph form

for varoglutamstat (PQ912), which, if granted, would extend the natural patent runtime for PQ912 to 2044. This pa-

tent was filed in mid-2023 and prioritized examination for this composition of matter patent has been initiated. The

examination process and potential granting should be expected by end of 2025 or early 2026.

As of today, other than with Simcere, the Company has not entered into any partnering or licensing arrange-

ments regarding our research and development activities in the field of AD and kidney disease, and its product can-

didates are currently mainly financed by equity and to a lesser extent by grants and subsidies.

1.2

Operating review

1.2.1

Overall economic development and trends in the pharmaceutical and biotechnology industry

The healthcare sector is one of the most important economic divisions worldwide with a key growth factor ly-

ing in the increasing aging population, which brings with it an urgent need for medical treatment. In conjunction

with this, the demand for innovative products and therapies for a wide range of diseases is also on the rise.

The pharmaceutical industry is a key component of the German healthcare system. Germany is one of the lead-

ing locations for pharmaceutical research and development in the world. Forty-six member companies of the Ger-

man Association of Research-Based Pharmaceutical Companies (Verband Forschender Arzneimittelhersteller, vfa)

coordinate clinical studies. These companies spend nearly EUR 10 billion per year on research and development in

Germany alone.

1.2.2

Business activities 2024 – research & development

The primary research and development focus in 2024 remained on the Company’s lead candidate varoglutam-

stat, an inhibitor of the enzymes QPCT and QPCTL with therapeutic potential in indications including inflammatory

and fibrotic diseases, neurodegenerative diseases, cancer and others. 2024 marked a strategic shift in Vivoryon's re-

search and development activities to inflammatory and fibrotic diseases, announced in April 2024 following further

analysis of promising beneficial treatment effect on the prospectively specified measurement of kidney function by

estimated glomerular filtration rate (eGFR) in the VIVIAD study, which was confirmed in December 2024 with

VIVA-MIND study results.

In March 2024 the Company presented negative topline results of the Phase 2b VIVIAD study in early AD,

followed by an in-depth analysis to inform the further development of varoglutamstat. Although varoglutamstat had

not achieved its primary and key secondary endpoints in early AD, a statistically significant improvement in kidney

function based on pre-specified analysis of the estimated glomerular filtration rate (eGFR) was observed. Data from

the Phase 2 VIVA-MIND study presented in December 2024 confirmed the negative results in AD as well as the

beneficial effect on eGFR observed in VIVIAD. With two independent double-blind placebo-controlled Phase 2

studies demonstrating a clinically meaningful treatment effect on kidney function, the Company is advancing a pro-

posed clinical development plan for varoglutamstat in diabetic kidney disease (DKD) with a planned Phase 2b study

in stage 3b and worse DKD. The Phase 2b study is subject to additional funding and/or partnership, which the Com-

pany continues to actively explore.

Preparations for an open-label extension (OLE) study with varoglutamstat, VIVALONG, to provide a long-

term treatment option to patients with early AD after completion of treatment under the VIVIAD or VIVA-MIND

protocol was stopped after the presentation of negative topline results from VIVIAD in March 2024.

The Company’s preclinical activities in 2024 centered around:

Identification of next generation development candidate VY2149 with improved molecular properties.

Including assessment in an animal model which revealed strong effects on eGFR, creatinine, cystatin

C levels and 흰-SMA levels and collagens for VY2149.

In vitro and in vivo characterization of further QPCT/L inhibitors and establishing a group of 4-6

QPCT/L inhibitor compounds with potential to be used in fibrotic and inflammatory conditions.

Identification of potential early development candidates from the Company’s patents on Meprin prote-

ase inhibitors acquired from Fraunhofer Institute for Cell Therapy and Immunology (IZI). Such com-

pounds could have potential for single use or in combination with QPCT/L inhibitors in diseases of

the fibrotic spectrum, such as acute and chronic kidney disease and multiple organ fibrosis.

1.2.3

Corporate developments 2024

In February 2024, Florian Schmid stepped down as Chief Financial Officer (CFO) of Vivoryon.

In March 2024, Anne Doering, CFA, assumed the role of Chief Financial Officer (CFO) of Vivoryon, fol-

lowing her previous position as Chief Strategy & Investor Relations Officer.

In March 2024, Kugan Sathiyanandarajah and Professor Dr. Morten Asser Karsdal stepped down from Vi-

voryon’s Board of Directors.

In June 2024 Dr. Michael Schaeffer, Chief Business Officer, was reappointed as executive director of the

Company.

On September 5, 2024, Vivoryon Therapeutic N.V. announced the completion of the reduction of its share

capital by decreasing the nominal value of the shares in the Company’s capital to EUR 0.01 from

EUR 1.00. The proposal of the Company’s Board of Directors to amend the Company’s articles of associa-

tion by, among other items, decreasing the nominal value of the shares in the capital of the Company to

EUR 0.01 from EUR 1.00 was approved by the shareholders at the 2024 annual general meeting, held on

June 21, 2024. Following the completion of the creditor opposition procedure in accordance with Dutch

law, with no objection having been filed, the Company has implemented the share capital reduction on

September 5, 2024. The purpose of the reduction in nominal value was to improve the Company’s capabil-

ity to attract new financing, pursue M&A activities and incentivize management, members of the Board

and employees of the Company through granting equity awards, and also improve the Company's equity

composition. The nominal value of the shares in the Company is now EUR 0.01 each. The number of ordi-

nary shares of the Company in issue (including shares held in treasury) did not change and consists of

26,066,809 ordinary shares. The amount of the capital reduction (being EUR 0.99 per share that formed

part of the Company’s issued share capital) was added to the Company’s distributable reserves.

1.2.4

License agreement with Simcere Pharmaceutical Co., Ltd.

In June 2021 the Company entered into a license agreement with Simcere Pharmaceutical Co., Ltd.

(“Simcere”), granting Simcere a regional, exclusive, royalty bearing and sublicensable license under our know-how

and patents covering the lead compound varoglutamstat and any pharmaceutical product that contains PQ912, to

research, develop, manufacture and commercialize PQ912 in mainland China, Hong Kong, Macao and Taiwan. Pur-

suant to the agreement, Simcere will be responsible for clinical development of PQ912 in patients with early AD

through the clinical development program in mainland China, Hong Kong, Macao and Taiwan to complement our

efforts in Europe and the US. Subject to certain exceptions, Simcere is required to use commercially reasonable ef-

forts to develop and commercialize at least one product for at least three indications in all fields excluding oncology.

Under the terms of the agreement, Simcere agreed to a combined upfront and early milestone consideration of

USD 12.8 million (which includes an option fee) and is required to make additional payments upon the achievement

by Simcere of certain additional development and sales milestones (up to USD 553.7 million). If the milestones are

not reached, Simcere has no further payment obligation. As of December 31, 2022, the Company has received all

‘fixed’ considerations totaling EUR 7.4 million (USD 8.8 million).

Also, the Company had recognized variable consideration in 2021 from the first development milestone in the

amount of EUR 3.6 million (USD 4.0 million) in revenues, while payment was contingent on the actual start of the

first human study in Greater China. As of December 31, 2023, it was expected that Simcere would not start its first

clinical study in Greater China before further clarity from an in-depth analysis of the VIVIAD results as well as

from additional analysis of the full data and its implications, and therefore management no longer believed that rev-

enues for the first variable consideration (EUR 3.6 million) were highly probable. Based on the above re-assessment

of the variable consideration and the probability for a reversal of the respected revenues, as of December 31, 2023,

management had decided to reverse the milestone-receivable of EUR 3.6 million in prior year. In March 2024, Vi-

voryon announced the VIVIAD Phase 2b study did not meet its primary and key secondary endpoints.

No further payments have been made up to December 31, 2024. Given the negative outcomes of the VIVIAD

and VIVA-MIND studies, Vivoryon anticipates future revenues from the AD indication are unlikely as they are

contingent upon the achievement of certain development and sales milestones. Simcere continues to hold the rights

to varoglutamstat in Greater China.

1.2.5

License agreement with Scenic Immunology B.V.

In August 2023, Vivoryon and Scenic Biotech B.V. (“Scenic”) reached an agreement regarding the settlement

of their patent dispute. In 2019, Vivoryon had initiated proceedings on the merits with the District Court of The

Hague against Scenic, Stichting Het Nederlands Kanker Instituut-Antoni van Leeuwenhoek Ziekenhuis and Acad-

emisch Ziekenhuis Leiden h.o.d.n LUMC, in connection with certain of Vivoryon’s patents related to varoglutam-

stat and certain other QPCT inhibitors. As part of the settlement, Scenic’s affiliate, Scenic Immunology B.V., and

Vivoryon entered into a patent license agreement in August 2023, under which Scenic Immunology B.V. granted to

Vivoryon certain rights to certain patents controlled by Scenic Immunology B.V. in the field of oncology.

1.3

Financial review

1.3.1

Introduction

The following discussion is based on Vivoryon Therapeutics´ financial information prepared in accordance

with IFRS (International Financial Reporting Standards) as endorsed by the European Union (EU). The following

discussion includes forward-looking statements that involve risks, uncertainties and assumptions. The actual results

may differ materially from those anticipated in these forward-looking statements as a result of many factors, includ-

ing but not limited to, those described under ‘Risk Factors’ and ‘Forward looking statements’.

The board declares that, to the best of its knowledge, the annual Financial Statements for the year ended De-

cember 31, 2024 provide a true and fair view of the assets, liabilities, financial position and profit or loss of the

Company in accordance with IFRS as endorsed in the EU, and this Annual Report provides a true and fair view of

the position of the Company as at December 31, 2024 and the development of the business during the financial year

2024, accompanied by a description of the principal risks the Company faces.

1.3.2

Revenue

In 2024 and 2023, the Company did not recognize any revenues from its regional licensing partnership with

Simcere Pharmaceutical Group Ltd for Greater China (Mainland China, Hong Kong, Macao and Taiwan), which

was signed on June 29, 2021.

Prior to the VIVIAD Phase 2b study topline AD results in March 2024 Simcere had not started its first clinical

study in Greater China, and management no longer believed that revenues for the first variable consideration (EUR

3.6 million) were highly probable and had therefore decided, as of December 31, 2023 to reverse the milestone-re-

ceivable of EUR 3.6 million in financial year 2023. For more details please refer to “1.2.4 License agreement with

Simcere Pharmaceutical Co., Ltd“ of this report.

Other than pursuant to the strategic regional licensing partnership we entered into with Simcere in 2021, we

have not yet generated any revenue from our product candidates, and we do not expect to generate any revenues

from any product candidates that we are developing until we either sign a licensing agreement or obtain regulatory

approval and commercialize our products or enter into collaborative agreements with third parties. We expect losses

as we continue our research and development activities.

The ability to generate revenue for each product candidate for which we receive regulatory approval will de-

pend on numerous factors, including level of competition, availability of reimbursement from payers, commercial

manufacturing capability, market acceptance and approved use by regulators.

1.3.3

Research and development expenses

2024

2023

Change

kEUR

Research and development expenses

Third-party research and development services

(11,061)

(14,032)

2,971

thereof manufacturing

(2,102)

(3,960)

1,858

thereof clinical research and development activities

(7,744)

(8,832)

1,088

thereof pre-clinical research and development activities

(1,159)

(1,139)

(20)

thereof other research and development activities

(56)

(101)

Personnel expenses

(1,598)

(2,089)

491

thereof share-based payment expenses

(352)

(856)

504

Patent-, legal and consulting fees

(1,143)

(1,289)

146

Other expenses

(256)

(227)

(30)

Total

(14,058)

(17,637)

3,579

In 2024 research and development expenses decreased by EUR 3.6 million compared to the year ended Decem-

ber 31, 2023. This decrease is primarily attributable to EUR 3.0 million lower third-party expenses, mainly because

of EUR 1.9 million lower manufacturing cost, lower clinical costs of EUR 1.1 million mainly due to the ramp-down

of the Phase 2b clinical study VIVIAD.

Research and development expenses consist of costs incurred that are directly attributable to the development

of the company´s platform technology and product candidates. Those expenses include:

salaries for research and development staff and related expenses, including management benefits and ex-

penses for share-based compensation;

costs for production of drug substances by contract manufacturers;

service fees and other costs related to the performance of clinical trials and preclinical testing;

costs of related facilities, materials and equipment;

costs associated with obtaining and maintaining patents and other intellectual property;

amortization and depreciation of intangible and tangible assets used to discover and develop the Com-

pany’s clinical compounds and pipeline candidates; and

other expenses directly attributable to the development of the Company’s product candidates and preclini-

cal pipeline;

patent related, legal and consulting expenses.

Research and development expenses are recognized as expenses when incurred. Costs incurred on development

projects are recognized as intangible assets as of the date when it can be established that it is probable that future

economic benefits attributable to the asset will flow to Vivoryon considering its technological and commercial feasi-

bility. This is not the case before regulatory approval for commercialization is achieved and costs can be measured

reliably. Given the current stage of the development of Vivoryon’s projects, no development costs have yet been

capitalized. Intellectual property-related costs for patents are part of the costs for the research and development pro-

jects. Therefore, registration costs for patents are expensed when incurred as long as the research and development

project concerned does not meet the criteria for capitalization.

The research and development expenses relate to the following key programs:

Varoglutamstat in AD: In 2020, VIVIAD, the Phase 2b, randomized and multi-center clinical study in Eu-

rope, enrolled the first patient. This study was fully recruited in November 2022, a total of 259 patients had

been randomized. The majority of the study participants had been treated with a dose of 600 mg varoglu-

tamstat twice daily or placebo. The end of the active treatment phase in VIVIAD occurred by year end

2023, which was then followed by a minimum period of four weeks of safety follow-up visits with rigorous

data and statistical analysis thereafter. The topline results of the study, which the Company disclosed in

March 2024, did not reveal any statistically or clinically meaningful benefit of varoglutamstat in any of the

primary and key secondary endpoints. However, further analysis revealed a statistically significant im-

provement in kidney function observed with varoglutamstat 600mg BID in VIVIAD over two years based

on a pre-specified analysis of the estimated glomerular filtration rate (eGFR), which triggered additional

analysis of VIVIAD. Captured in the VIVIAD costs in 2024 were preparations for the results in March

2024 as well as extensive data and statistical analyses for kidney function which occurred after March

2024.

Based on the negative outcome reported from VIVIAD, the Company announced in April 2024 it would

discontinue the U.S: Phase 2 study VIVA-MIND early, in the second half of 2024, to enable accelerated

data analysis and inform the overall varoglutamstat development strategy. VIVA-MIND did not meet its

primary and key secondary endpoints in early AD, in line with the previously reported results from

VIVIAD. Topline results from VIVA-MIND, also in early AD, reported in December 2024 corroborate

varoglutamstat’s beneficial effect on kidney function as measured by eGFR.

Early-stage initiatives investments focused on:

Identification of next generation development candidate VY2149 with improved molecular prop-

erties. Including assessment in an animal model which revealed strong effects on eGFR, creati-

nine, cystatin C levels and 흰-SMA levels and collagens for VY2149.

In vitro and in vivo characterization of further QPCT/L inhibitors and establishing a group of 4-6

QPCT/L inhibitor compounds with potential to be used in fibrotic and inflammatory conditions.

Identification of potential early development candidates from the Company’s patents on Meprin

protease inhibitors acquired from Fraunhofer Institute for Cell Therapy and Immunology (IZI).

Such compounds could have potential in treating disease in the fibrotic spectrum, such as acute

and chronic kidney disease and multiple organ fibrosis.

The successful development of the product candidates is uncertain. At this time, Vivoryon cannot reasonably

estimate the nature, timing and estimated costs of the efforts that will be necessary to complete the development of,

or the period, if any, in which material net cash inflows may commence from, any of Vivoryon´s product

candidates. This is due to numerous risks and uncertainties associated with developing drugs, including the uncer-

tainty of:

clinical trials or the product candidates producing negative or inconclusive results, including failure to

demonstrate statistical significance;

the scope, rate of progress, results and cost of the clinical trials, nonclinical testing, and other related activi-

ties;

delays in reaching, or failing to reach, agreement on acceptable clinical trial contracts or clinical trial proto-

cols with prospective trial sites or prospective CROs, the terms of which can be subject to extensive negoti-

ation and may vary significantly among different CROs and trial sites;

the cost of manufacturing clinical supplies and establishing commercial supplies of the product candidates

and any products that we may develop;

third-party contractors failing to comply with regulatory requirements or meet their contractual obligations

to the in a timely manner, or at all;

the number and characteristics of product candidates that we pursue;

undesirable side effects or other unexpected characteristics, causing Vivoryon or the investigators, regula-

tors or institutional review boards to suspend or terminate the trials;

potential additional safety monitoring or other studies requested by regulatory agencies;

the cost, timing, and outcomes of regulatory approvals;

the number of trials required for approval;

the duration of patient follow-up;

the cost and timing of establishing sales, marketing, and distribution capabilities; and

the terms and timing of any collaborative, licensing and other arrangements that we may establish, includ-

ing any milestone and royalty payments thereunder.

A change in the outcome of any of these variables with respect to the development of any product candidate

that Vivoryon may develop could mean a significant change in the costs and timing associated with the development

of such product candidate.

1.3.4

General and administrative expenses

2024

2023

Change

kEUR

General and administrative expenses

Personnel expenses

(2,847)

(3,454)

607

thereof share-based payment expenses

(1,596)

(1,872)

276

Legal and consulting fees

(2,155)

(2,610)

455

Other legal costs

(635)

—

(635)

Compensation expense for non-executive directors

(448)

(1,754)

1,306

thereof share-based payment expenses

(230)

(1,215)

985

Office and facility expenses

(251)

(213)

(38)

Capital raising costs

(257)

(152)

(105)

Depreciation and amortization expenses

(79)

(120)

Other expenses

(231)

(297)

Total

(6,903)

(8,600)

1,697

General and administrative expenses were EUR 6.9 million in 2024, compared to EUR 8.6 million in 2023. The

decrease by EUR 1.7 million was largely attributable to lower expenses for personnel (EUR 0.5 million), legal and

consulting (EUR 0.5 million) and non-executive directors (EUR 1.3 million) offset by higher provision (EUR 0.6

million). The reasons for the cost decrease in personnel and the non-executive Board were predominantly caused by

the reduction in Board members in March 2024, and the decrease in share-option expenses (EUR 1.0 million). The

valuation of future share-option expenses is based amongst other on the strike price of the stock which had deceased

considerably due to the negative VIVIAD Phase 2b study read out as of March 4, 2024. Other legal cost include po-

tential cost from the “Spruchverfahren”. In light of the current state of proceedings, the Company has recorded a

long-term provision for compensation payment in the amount of EUR 635 thousands. For further details see note

8.15.

Our general and administrative expenses consist principally of:

employee-related expenses, including salaries, benefits and stock-based compensation expense based upon

employees’ role within the organization;

professional fees for auditors and consulting expenses not related to research and development activities;

professional fees for lawyers not related to the filing, prosecution, protection and maintenance of our intel-

lectual property; and

cost of facilities, communication and office expenses. As our business expands and we progress towards

more advanced stages in preclinical and clinical studies, commercialization and marketing with respect to

our product candidates and future products, we expect that our administrative costs will increase further.

We have established a patent portfolio that addresses the composition of matter and medical use of QPCT-in-

hibitors in AD, inflammatory diseases and other indications. Overall, our patent portfolio consisted of 20 owned

patent families, which comprise approximately 402 national patent applications and issued patents. As a result of

increasing competition in the development of drug products, we might incur higher expenses in connection with

maintaining, expanding and protecting our intellectual property portfolio which form part of the general and admin-

istrative expenses. Furthermore, if any of the risks associated with the protection of our intellectual property rights

or know-how are realized, this would increase the expenses accordingly.

1.3.5

Other operating result

2024

2023

Change

kEUR

Other operating result

Other operating income

Government grants

—

495

—

Total

—

495

(495)

Other operating expenses

(3)

—

(3)

Loss due to disposal of intangible asset

Total

(3)

—

(3)

495

(498)

Other operating result

The other operating result in the year ending December 31, 2024 was EUR (3) thousands (2023: EUR 495

thousands). In the year ending December 31, 2023, the company had recognized government grants of EUR 495

thousand. The funding was related to an initiative by the German Federal Ministry of Education (Bundesministe-

rium für Bildung und Forschung, or the BMBF) to support research and development activities in Germany.

1.3.6

Finance result

2024

2023

Change

kEUR

Finance income

Interest income

426

478

(52)

Foreign exchange income

206

(150)

Reversed impairments on financial assets

—

(42)

Total

482

726

(244)

Finance expenses

Foreign exchange expense

(39)

(409)

370

Interest expenses

(47)

(56)

Total

(86)

(465)

379

396

261

135

Finance result

Finance income in 2024 predominantly results from interest income (2024: EUR 0.4 million, 2023: EUR 0.5

million) and FX-valuation of cash held in USD (2024: EUR 0.0 million, 2023: EUR 0.2 million) and the translation

of USD denominated receivables and liabilities.

Interest income results from the Company`s EUR and USD term deposits, the slight decrease is due to the gen-

eral interest rate level development. Interest expenses for 2024 as well as for 2023 include interest expense from

pensions and leasing.

Foreign exchange expenses in 2024 are essentially accounted for by the valuation of cash and cash equivalents

and have decreased substantially due to the low turnover in USD (2023: EUR 0.4 million).

1.3.7

Critical judgement and accounting estimates

The preparation of the Financial Statements in conformity with EU-IFRS requires management to make judg-

ments, estimates and assumptions that affect the application of accounting policies and the reported amounts of as-

sets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognized in the period in which the estimates are revised and in any future periods affected.

In preparing these Financial Statements, the critical judgments made by the board in applying the accounting

policies involve the accounting estimates identified in note 5.3 ‘Use of judgements and estimates’ to Vivoryon´s

Financial Statements included elsewhere in this Annual Report.

1.3.8

New standards and interpretations not yet adopted

The standards, amendments to standards and interpretations that are effective for annual periods beginning after

December 31, 2024, and have not been applied in preparing these consolidated Financial Statements are disclosed in

note 6.2 ‘New standards and interpretations’ to the Financial Statements included elsewhere in this Annual Report.

1.3.9

Liquidity and capital resources

1.3.9.1

Overview

The Company`s liquidity requirements are primarily related to the funding of research and development ex-

penses and its general and administrative expenses. The net loss for the year ended December 31, 2024 was

EUR 20.6 million compared to EUR 28.3 million in the year ended December 31, 2023. The Company`s primary

uses of cash are for working capital, and general corporate purposes.

Historically, the Company was funded by equity investments, the issue of convertible bonds and the receipt of

public grants and subsidies. Also, the Company received cash funds from an initial public offering of shares in 2014,

a public offering in the form of a rights issue in October 2019, as well as private placements in 2015, 2016, 2019,

2022 and 2023. We refer to note ‘8.10 Equity’ to our 2024 Financial Statements.

Most recently, in April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to

EUR 15 million, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the

terms of the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vi-

voryon over the course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the

obligation, to sell these ordinary shares to Yorkville in individual tranches under exclusion of the existing sharehold-

ers’ pre-emptive rights.

Management will actively seek to obtain appropriate grants and subsidies in the future. Furthermore, manage-

ment will seek to find suitable collaboration partners to generate revenues in the future from our research and devel-

opment programs and the Company`s product candidates. In addition, the Company may raise additional funds in

the future by issuing additional shares or convertible bonds or other financial instruments. The Company may not be

able to obtain further financing on acceptable terms, or at all, and the Company may not be able to enter into collab-

orations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Com-

pany’s shareholders. We also refer to section 1.6.2 ‘Risks relating to Financial Matters’ of this 2024 Annual Report.

If the Company is unable to raise further capital on acceptable terms or at all, the Company would be forced to

terminate its product development or future commercialization efforts of one or more of its product candidates, or

may be forced to terminate its operations. Although management continues to pursue these plans, there is no assur-

ance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to

fund continuing operations, if at all.

Management has considered the ability of the Company to continue as a going concern. Based on the Com-

pany’s recurring losses from operations incurred since inception, expectation of continuing operating losses for the

foreseeable future, and the need to raise additional capital to finance its future operations together with the afore-

mentioned uncertainties for realizing it, as of April 29, 2025, the issuance date of the financial statements for the

year ended December 31, 2024, the Company has concluded that a material uncertainty exists that may cast signifi-

cant doubt about its ability to continue as a going concern.

1.3.9.2

Cash and cash equivalents

As at December 31, 2024, Vivoryon held cash and cash equivalents of EUR 9.4 million. Therein are included

term deposits of EUR 8.0 million less than 3 months. The cash primarily consists of EUR cash. The banks are all

investment graded.

1.3.9.3

Cash flows

The table below summarizes the statement of cash flows for the years ended December 31, 2024, and 2023:

December

31, 2024

31, 2023

Change

kEUR

Net cash flow from provided / (used in):

Operating activities

(19,174)

(21,541)

2,367

Investing activities

9,998

(10,514)

20,512

(57)

24,157

(24,214)

Financing activities

Net decrease in cash and cash equivalents

(9,233)

(7,898)

(1,335)

Cash and cash equivalents at the beginning of the period

18,562

26,555

(7,993)

Effect of exchange rate fluctuation on cash held

(95)

131

9,365

18,562

(9,197)

Cash and cash equivalents at the end of the period

Operating activities

Negative cash flows from operating activities improved with EUR 19.2 million in 2024, compared to EUR 21.5

million in the year 2023, due to the ramp-down activities related to VIVIAD and VIVA-MIND studies offset by in-

vestments in kidney related research and analysis.

Investing activities

Negative cash flows from investing activities increased in the year ended December 31, 2024, by EUR 20.5

million to EUR 10.0 million, mainly due to the proceeds from sale of euro cash in term deposits longer than 3

months (EUR — million; 2023: 10 million).

Financing activities

Cash flows from financing activities were EUR (0.1) million for the year 2024 compared to cash flows from

financing activities of EUR 24.2 million in 2023. The change of EUR 24.2 million mainly relates to the proceeds

from the issuance of common shares of EUR 22.9 million in 2023 and to proceeds from exercise of share options

(EUR 1.3 million), which did not occurred on current year.

1.3.9.4

Funding requirements

The primary goal of Vivoryon´s financial management is to ensure the liquidity reserves required for advancing

its assets into those clinical stages of development that are considered as attractive in-licensing opportunities by in-

ternational biopharmaceutical companies. This approach requires significant financial resources, which Vivoryon

aims to raise via capital increases and the utilization of other financial instruments, e.g., loans, convertibles etc.

Funding will be needed for conducting planned and future clinical studies, including the Phase 2b DKD study,

and for the development of new product candidates as well as the expansion of its product candidates into new indi-

cations, hence Vivoryon aims to finance its cash needs through a combination of equity offerings, other financial

instruments like convertibles and licensing arrangements. We also refer to note 3 of the 2024 Financial Statements.

1.4

Company outlook

Following the strategic shift of the Company from early AD towards a focus on inflammatory and fibrotic dis-

eases, in particular on kidney disease, the near- and mid-term focus of Vivoryon’s business activities can be summa-

rized as follows:

Preparing for a planned Phase 2b study of varoglutamstat in diabetic kidney disease (DKD) (subject to ad-

ditional funding and/or partnership),

Assess the potential of QPCT/L inhibitors, including VY2149, in DKD, including earlier or later stages of

the disease, CKD, rare kidney diseases and other inflammation / fibrotic disorders, and Meprin inhibitors in

inflammatory/fibrotic disorders

Further scientific analysis of QPCT/L inhibitors, including additional potential indications, and

To fund all the above activities: continue to actively explore potential business development and financing

opportunities.

As per the Company’s current planning, the cash and cash equivalents as of December 31, 2024, provide for

the Company’s financing into January 2026. This cash runway guidance reflects an overall reduction in cash utiliza-

tion including the conclusion of the VIVIAD and VIVA-MIND studies while prudently investing in preparing to

execute on the Company’s kidney disease strategy.

In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million,

with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the

agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the

course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell

these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive

rights. The Company intends to use any funds raised through the SEPA to finance its ongoing business operations,

the continued preparation towards the start of the Phase 2b study of varoglutamstat in DKD, as well as to advance

preclinical studies of its new development candidate, VY2149. The funds from the SEPA are not included in the

current cash runway guidance as the actual amount raised and timing thereof under the SEPA are uncertain. The ini-

tiation of the Phase 2b DKD study is subject to further additional funding and/or partnership, which the Company

continues to actively explore.

Due to its business model, Vivoryon is dependent on the acquisition of additional capital to be able to continue

to execute its R&D and strategy. The Company will strive to achieve this in the form of equity through capital in-

crease or via alternative financing forms such as loans, convertible bonds, option bonds, etc. With the Company’s

articles of association, the board is authorized to issue shares and right to acquire shares and exclude related pre-

emptive rights until November 27, 2025. A renewal of these authorization and rights will be a voting item at the

2025 Annual General Meeting. The Company may not be able to obtain further financing on acceptable terms, or at

all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing

may adversely affect the holdings or rights of the Company’s shareholders. We also refer to section 1.6.2 ‘Risks re-

lating to Financial Matters’ and 3.0 ‘Going Concern’ of this 2024 Annual Report.

1.5

Risk management

1.5.1

Risk management and control systems

For the leadership of the Company, a continuous and systematic management of the entrepreneurial opportuni-

ties and risks is of essential importance. For this reason, the Company implemented internal risk management and

control systems. The board assesses the current developments in the Company on a regular basis. In the audit com-

mittee, the supervision of the effectiveness of the accounting processes as well as the supervision of the independ-

ence of the auditor are reviewed.

The business of the Company is exposed to specific industry risks, as well as general business risks. The finan-

cial condition or results of operations could be materially and adversely affected if any of these risks occur, and as a

result, the market price of the Company´s shares could decline. This Annual Report also contains forward-looking

statements that involve risks and uncertainties. The actual results could differ materially and adversely from those

anticipated in these forward-looking statements as a result of certain factors.

1.5.1.1

Opportunities

The Company operates in an industry characterized by constant change and innovation. The challenges and

opportunities in the healthcare sector are influenced by a wide variety of factors. Global demographic changes, med-

ical advances and the desire to increase quality of life provide excellent growth opportunities for the pharmaceutical

and biotechnology industries. However, companies must also grapple with growing and changing regulatory re-

quirements in the field of drug development as well as cost pressure on healthcare systems.

The main opportunities for the Company and its shareholders are based on an unmet medical need in certain

inflammatory and fibrotic disorders, the generation of additional positive data from the Company`s proprietary

programs, licensing agreements due to the Company’s very comprehensive and well-positioned patent portfolio

as well as takeovers and M&A opportunities with the Company as a potential target.

1.5.1.2

Risks

On the other hand, the Company is exposed to various individual risks, which are described in detail in “Risk

factors“ of the Management Report, relating to the Annual Financial Statements 2024. The occurrence of these risks

can, individually or in the aggregate, have a material adverse effect on the business activities, the realization of sig-

nificant Company goals and/or the Company’s ability to refinance. Moreover, the risks could have substantial nega-

tive implications for the Company’s net assets, financial position and results of operations. In the worst case, this

could force the Company to file for insolvency. Currently factors have been identified which could, in the short-

term, impair the development of the Company. As per the Company’s current planning, the cash and cash equiva-

lents as of December 31, 2024, provide for the Company’s financing into January 2026. This cash runway guidance

reflects an overall reduction in cash utilization including the conclusion of the VIVIAD and VIVA-MIND studies

while prudently investing in preparing to execute on the Company’s kidney disease strategy. Importantly, the launch

and execution of the planned clinical Phase 2b study in DKD will require further additional funding and/or partner-

ship. Further activities to finance our operations beyond the upcoming twelve months are planned, we refer to chap-

ter ‘3.’ of our annual Financial Statements 2024.

1.5.1.3

Risk management

The Company has an active, systematic risk management on the basis of which risks are to be identified, moni-

tored and, on the basis of appropriate measures, minimized. The board analyses in a continuous process the potential

risks, evaluating impact and likelihood, and determining appropriate measures to mitigate and minimize these risks.

1.5.2

Disclosure controls and procedures

The board of Vivoryon Therapeutics is responsible for reviewing the Company's risk management and control

systems in relation to the financial and sustainability reporting by the Company. The board has charged its audit

committee with periodic oversight of these risk management and control systems, with reports being provided to the

board. The audit committee assists the board, among other things, in reviewing and discussing with the board and

the independent auditor the audit plan as well as the annual audited Financial Statements and condensed interim fi-

nancial statements (unaudited) prior to the filing of the respective annual and interim reports.

The success of the business depends on the ability to identify opportunities while assessing and maintaining an

appropriate risk appetite. The risk management of Vivoryon Therapeutics considers a variety of risks, including

those related to industry and business, those related to the ongoing relationship with the shareholders of Vivoryon

and those related to intellectual property. The approach to risk management is designed to provide reasonable, but

not absolute, assurance that the assets are safeguarded, the risks facing the business are being assessed and mitigated

and all information that may be required to be disclosed is reported to the senior management including, where ap-

propriate, to the Chief Executive Officer.

As of December 31, 2024, under the supervision and with the participation of the board, the Company per-

formed an evaluation of the effectiveness of the design and operation of Vivoryon´s disclosure controls and proce-

dures. There are inherent limitations to the effectiveness of any disclosure controls and procedures system, including

the possibility of human error and circumventing or overriding them. Even if effective, disclosure controls and pro-

cedures can provide only reasonable assurance of achieving their control objectives.

Based on such evaluation, the board discussed a significant deficiency that was detected in 2021 including nec-

essary remediation measures (we refer to note ‘4 Risk management system’ of the Financial Statements), but given

the progress reached in 2022 and 2023 the board concluded that the core disclosure controls and procedures are ef-

fective to provide reasonable assurance that the information the company is required to disclose in the reports it files

or submits are recorded, processed, summarized and reported within the time periods specified in section 5:25d of

the Dutch Financial Supervision Act (Wet op het financieel toezicht (Wft)).

Any material failings in, material changes to, and/or material improvements of the Company's risk management

and control systems which have been observed, made and/or planned, respectively, during the financial year to

which this report relates, have been discussed with the audit committee and with the non-executive directors.

1.5.3

Summary of key risk factors

Vivoryon Therapeutics has active, systematic risk management on the basis of which risks are to be identified,

monitored and, with appropriate measures, minimized. Vivoryon’s current business risks are primarily in the re-

search and development of novel active pharmaceutical ingredients, the protection of intellectual property, the coop-

eration with a network of service providers and partners as well as maintaining equity in the Company’s mid-to

long-term financing, in particular, activities to finance the Company’s operations beyond the upcoming twelve

months. These risks are continuously assessed with the goal of optimizing the Company’s opportunities/risks

position. For further details on the opportunities, the risks and the risk management please refer to “1.6 Risk fac-

tors“ and “1.6.4 Risk control measures”.

1.6

Risk factors

1.6.1

Risks relating to the Company's business, industry and operations

1.6.1.1

Risks of failure in completing commercializing the Company's product candidates for treatment of

severe diseases including diseases with inflammatory and/or fibrotic components, such as chronic

diseases of the kidney or liver

1.6.1.1.1

A substantial portion of the Company's research and development efforts is concentrated on the de-

velopment of its lead asset varoglutamstat

The Company is focusing most of its research and development ("R&D") efforts on developing its lead candi-

date, varoglutamstat. Following the presentation of topline results from the VIVIAD Phase 2 study in patients with

early Alzheimer’s disease (AD) and in-depth analysis of these data and of data from the VIVA-MIND Phase 2 study

in early AD, the Company is executing on its strategic shift from AD towards a focus on inflammatory and fibrotic

diseases, in particular those of the kidney. Chronic Kidney Disease (CKD) is a rising global health problem and is

set to become the fifth leading cause of years of life lost by 2040. As inflammation is a key underlying pathway in

driving progression of diabetic kidney disease (DKD) and other kidney disorders, targeting inflammatory pathways

could represent an approach to address the unmet needs in DKD, and across both the broader CKD population as

well as in the rare disease space. The Company's future success is highly dependent on the successful development

of its product candidates for treating severe diseases. Developing and, if approved, commercializing its product can-

didates subjects the Company to many challenges, including obtaining regulatory approval from the FDA and other

regulatory authorities. For further elaboration related to the challenges of obtaining regulatory approval from the

competent regulatory authorities, please see — 1.6.1.2 Risks related to the regulatory environment—Regulatory ap-

proval processes below.

1.6.1.1.2

The focus hitherto on the development of the Company's main product candidate, varoglutamstat

The Company's current drug development programs focus on novel therapeutics with a differentiated mode of

action for treating diseases with inflammatory and/or fibrotic components, such as chronic diseases of the kidney or

liver. The Company's future opportunities depend on the success of its R&D programs. As a product-orientated bio-

technology company, the Company is subject to the risks generally inherent in the drug development business, i.e.,

whether the Company will eventually succeed in developing a product that can be successfully and profitably li-

censed out to a biopharmaceutical company, approved by FDA, European Medicines Agency (the "EMA"), and

other applicable regulatory authorities (please see for more information on the risks relating to these approval pro-

cesses also —1.6.1.2 Risks related to the regulatory environment—Regulatory approval processes below), and ulti-

mately commercialized. Such risks are particularly pronounced in the biotechnology industry, especially because of

the long development time of the individual product candidates. Development of a drug may take 10 to 15 years or

even longer.

Prior to potential licensing partnerships, the Company's product candidates may have to pass preclinical devel-

opment stages, followed by individual phases of clinical studies in humans when the effectiveness of the drugs and

their potential side effects are investigated. Please see for more information on the risks relating to any serious ad-

verse event —Risks of failure in completing commercializing the Company's product candidates for treatment of

severe diseases including diseases with inflammatory and/or fibrotic components, such as chronic diseases of the

kidney or liver—Any of the Company's drug candidates could cause or contribute to a death or a serious injury be-

fore or after approval. Only after it has been demonstrated with substantial evidence through well-controlled clinical

studies that the product candidates are safe and effective for use, will the Company be positioned as an attractive

licensing partner by global pharmaceutical companies.

So far, based on study results, the Company believes that its clinical product candidate varoglutamstat will be

well tolerated in humans. Success in early preclinical or clinical studies does, however, not mean that future larger

clinical studies would be successful. Product candidates in later-stage clinical studies may fail to demonstrate suffi-

cient safety and efficacy despite having shown promising results in and progressed through early clinical studies.

Similarly, the outcome of preclinical testing and early clinical studies may not be predictive of the success of later

clinical studies, and interim results of a clinical study do not necessarily predict final results. Progress in studies of

one product candidate does not indicate that the Company will make similar progress in additional studies for that

product candidate or in studies for other product candidates. Several companies in the pharmaceutical industry, in-

cluding those with greater resources and experience than the Company, have suffered significant setbacks in ad-

vanced clinical studies and have stopped their development programs, even after obtaining promising results in

earlier clinical studies. Also, there can be significant variability in safety and /or efficacy results between different

studies of the same product candidate due to numerous factors, including changes in study protocols, differences in

size and type of the patient populations, adherence to the dosing regimen and other study protocols and the rate of

dropout among clinical study participants. The Company therefore cannot predict whether any Phase 2, Phase 3 or

other clinical studies conducted will demonstrate consistent or adequate efficacy and safety to obtain regulatory ap-

proval to market its product candidates. The Company can also not guarantee that its product candidates will show

sufficient efficacy in patients in future studies or will not display harmful side effects or other relevant adverse

events or that other findings will not exclude the further development of its respective product candidates. Any such

findings may result in significant delay or even termination of the development of the relevant product candidate

which could have a material adverse effect on the Company's business, prospects, liquidity position, financial condi-

tion, and results of operations.

1.6.1.1.3

Any of the Company's drug candidates could cause or contribute to a death or a serious injury before

or after approval

The Company's product candidates targeting severe diseases are aimed at a patient population made up of el-

derly patients and patients with severe and/or chronic diseases. Under the FDA's medical reporting regulations, the

Company is required to report to the FDA instances in which its product candidate has or may have caused or con-

tributed to a death or serious injury. Any such serious adverse event involving the Company's product candidates

could result in future FDA action, such as an inspection, enforcement action or warning, or in more serious cases, a

complete shutdown of its clinical program, which may delay or suspend regulatory approval. For further elaboration

related to the challenges of obtaining regulatory approval from the competent regulatory authorities, please see —

1.6.1.2 Risks related to the regulatory environment—Regulatory approval processes below. Any corrective action,

whether voluntary or involuntary, and either pre- or post-market (if applicable), needed to address any serious ad-

verse event may require the dedication of substantial time and capital, distract management from operating the Com-

pany's business, and harm its reputation and financial results.

1.6.1.1.4

If we encounter difficulties in enrolling or retaining patients in our clinical trials, our clinical devel-

opment activities could be delayed and result in increased costs and longer development periods or

otherwise adversely affected.

We will be required to identify and enroll a sufficient number of patients for our planned clinical trials. Also,

FDA requests a “Race and Ethnicity Diversity Plan” for the targeted randomization of study participants from un-

derrepresented racial and ethnic populations in the U.S. (draft guidance April 13, 2022). Study participant enroll-

ment could be limited in future trials given that many potential participants may be ineligible because of pre-existing

conditions, medical treatments or other reasons. We may not be able to initiate or continue clinical trials required by

the FDA, EMA or other foreign regulatory agencies or any of our other product candidates that we pursue if we are

unable to locate and enroll a sufficient number of eligible patients or volunteers to participate in these clinical trials.

Patient enrollment and/or retention are affected by other factors, including:

severity of the disease under investigation;

design of the clinical trial protocol;

size and nature of the patient population;

eligibility criteria for the trial in question;

perceived risks and benefits of the product candidate under trial;

perceived safety and tolerability of the product candidate;

proximity and availability of clinical trial sites for prospective patients;

availability of competing therapies and clinical trials;

clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to

other available therapies, including standard-of-care and any new drugs that may be approved for the

indications we are investigating;

efforts to facilitate timely enrollment in clinical trials;

effects of unforeseeable global pandemic events such as the COVID-19 pandemic on our clinical trial sites;

patient referral practices of physicians; and

our ability to monitor patients adequately during and after treatment.

We also may encounter difficulties in identifying and enrolling such patients with a stage of disease appropriate

for our ongoing or future clinical trials. In addition, the process of finding and diagnosing patients may prove costly.

Our inability to enroll a sufficient number of patients for any of our clinical trials would result in significant delays

or may require us to abandon one or more clinical trials.

1.6.1.2

Risks related to the regulatory environment

1.6.1.2.1

Legal compliance matters

The international biopharmaceutical and medical technology industry is highly regulated by legislation and reg-

ulating governmental bodies authorized to approve the commercialization of pharmaceutical products (the "Compe-

tent Authorities") that impose substantial requirements covering nearly all aspects of the Company's activities, nota-

bly on R&D, manufacturing, preclinical tests, clinical studies, labeling, marketing, sales, storage, record keeping,

promotion and pricing of its R&D programs, product candidates and future products. Failure to comply with such

regulatory requirements could also result in delays, suspensions, refusals and withdrawals of approvals as well as

fines or other sanctions and could make it impossible for the Company's licensing partner to commercialize its prod-

ucts and/or product candidates.

The third parties with whom the Company contracts to manufacture its product candidates are also subject to

these and other environmental, health and safety laws and regulations. For more information on these third parties

and associated risks, please see —1.6.1.3 Risks related to the Company's dependence on third parties and key per-

sonnel—The Company relies upon third party contractors and service providers for the execution of most aspects of

its development programs below. Liabilities that incur pursuant to these laws and regulations could result in signifi-

cant costs or in certain circumstances, an interruption in operations, any of which could adversely impact the Com-

pany's business and financial condition if the Company is unable to find an alternate supplier in a timely manner.

1.6.1.2.2

Regulatory approval processes

The development, manufacture, and marketing of the Company's products are subject to government regulation

in the United States, the European Union (the "EU") and other jurisdictions. In most jurisdictions, the Company

must complete rigorous preclinical testing and extensive human clinical trials that demonstrate the safety and effi-

cacy of a product in order to apply for regulatory clearance or approval to market the product. The regulatory ap-

proval processes of the FDA, the EMA, the National Medical Products Administration of China ("NMPA") and

other Competent Authorities are lengthy, time consuming and inherently unpredictable. Even if the FDA, the EMA,

the NMPA or a notified body grants regulatory clearance or approval of a product, the clearance or approval may be

limited to specific indications or limited with respect to its distribution. Consequently, even if the Company believes

that preclinical and clinical data is sufficient to support regulatory clearance or approval for its products, the FDA,

the EMA, the NMPA or other Competent Authorities may not ultimately grant regulatory clearance or approval for

commercial sale in any jurisdiction. If the Company fails to obtain regulatory approval in any jurisdiction, it will not

be able to commercialize its products and consequently the ability to generate revenues will be limited in that juris-

diction and its business, results of operations, financial condition, and prospects, may be materially adversely af-

fected.

Preclinical tests and clinical studies are expensive and time-consuming, and their results are uncertain. The

Company, its collaborative partners or other third parties may not successfully complete the preclinical tests and

clinical studies of the R&D programs as well as the Company's product candidates, which could delay or prevent

regulatory approval and ultimately the commercialization of its product candidates. The Company cannot guarantee

that the R&D programs as well as its product candidates will demonstrate sufficient safety or efficacy or perfor-

mance in its preclinical tests and clinical studies to obtain marketing approval in any given country or at all, and the

results from earlier preclinical tests and clinical studies may not indicate the results of later-stage preclinical tests

and clinical studies. At any stage of development, based on a review of available preclinical and clinical data, the

estimated costs for the continued development of the Company's product candidates, market assessments and other

factors could change, and the development of any of its R&D programs and its product candidates may be delayed,

suspended or discontinued. Such delays, suspension or discontinuity may result in a reduced exclusivity period of

the product and an overall increase of expenditures over time, which both may have a material adverse effect on the

Company's liquidity position, business, prospects, financial condition and results of operation.

Clinical studies can be delayed for a variety of reasons, including delays in obtaining regulatory approval to

commence a study, in reaching agreement on acceptable terms with prospective contract research organizations

("CROs"), contract manufacturing organizations ("CMOs") and clinical study sites, in obtaining ethics committee

approval, in recruiting suitable patients to participate in a study, in having patients complete a study or return for

follow-up, in adding new sites or in obtaining sufficient supplies of clinical study materials or clinical sites dropping

out of a study and in the availability of appropriate clinical study insurances. Furthermore, the Company, its collabo-

rative partners or regulators may require additional preclinical tests and clinical studies. Such delays or additional

testing could result in increased costs and delay or jeopardize the Company's ability to obtain regulatory approval

and thus the commencement of the marketing of its product candidates as expected. The realization of this risk may

therefore have a material adverse effect on the Company's liquidity position, business, prospects, financial condition

and results of operation.

Successful and timely completion of clinical studies will require the enrollment of a sufficient number of pa-

tient candidates. Studies may be subject to delays as a result of patient enrollment taking longer than anticipated or

patient withdrawal. Many factors affect patient enrollment, including the size and nature of the patient population,

the severity of the disease under investigation, the patient eligibility criteria for the study in question, the ability to

monitor patients adequately during and after the treatment, the Company's payments for conducting clinical studies,

the proximity of patients to clinical sites, the design of the clinical study, clinicians’ and patients’ perceptions as to

the potential advantages of the product candidates being studied in relation to other available therapies, including

any new products that may be approved for the indications the Company is developing and whether the clinical

study design involves comparison to placebo or standard of care. Unforeseeable global pandemic events such as the

COVID-19 pandemic could also have an effect on the Company's ability to enroll candidates for clinical trials.

In addition, some of the Company's competitors have ongoing clinical studies for product candidates that treat

the same indications as the Company's product candidates, and patients who would otherwise be eligible for the

Company's clinical studies may instead enroll in clinical studies of product candidates of its competitors. Other risks

relating to competitors are described under —1.6.1.7 Risks related to competing product candidates. If the Company

experiences lower than expected enrollment in the studies, the studies may not be completed as envisaged or may

become more expensive to complete. Such delays, suspension or lack of completion could result in increased costs

and jeopardize the Company's ability to obtain regulatory approval and thus the commencement of the marketing of

its product candidates as expected. The realization of this risk may therefore have a material adverse effect on the

Company's liquidity position, business, prospects, financial condition and results of operation.

1.6.1.3

Risks related to the Company's dependence on third parties and key personnel

1.6.1.3.1

The Company relies upon third party contractors and service providers for the execution of most as-

pects of its development programs

The Company outsources and expects to outsource the majority of functions, tests and services to CROs, medi-

cal institutions and other specialist providers in relation to, among others, assays, animal models, toxicology studies,

and pharmacokinetic/pharmacodynamic studies. The Company furthermore relies on these third parties for quality

assurance, clinical monitoring, clinical data management and regulatory expertise. The Company has engaged, and

may in the future engage, CROs to run all aspects of a clinical study on its behalf.

There is no assurance that such individuals or organizations will be able to provide the functions, tests, or ser-

vices as agreed upon or with the necessary quality which could result in significant delays in the development of the

Company's product candidates.

There is also no assurance that these third parties will not make errors in the design, management or retention

of the Company's data or data systems. The failure of such third parties could lead to loss of data, which in turn

could lead to delays in commercialization. These third parties may not pass FDA, EMA or other regulatory audits,

which could delay or prohibit regulatory approvals. For further disclosure related to the challenges of obtaining reg-

ulatory approval from the competent regulatory authorities, please see —1.6.1.2 Risks related to the regulatory envi-

ronment—Regulatory approval processes above. In addition, the costs of such services could significantly increase

over time. If these third parties do not successfully carry out their contractual duties or meet expected timelines, ob-

taining regulatory approval for manufacturing and commercialization of the Company's product candidates may be

delayed or prevented, which would have a material adverse effect on its business prospects, results of operations

and/or financial condition. The risk factors that apply to the Company as described under—1.6.1.4 Risks related to

geopolitical uncertainties, business interruptions and other uncertainties beyond the Company's control and —

1.6.1.8 Risks related to information technology and cyber-attacks could also apply to these third parties and, if

materialized, could therefore have the result that these parties will not be able to timely and/or successfully carry out

their contractual duties.

The Company relies on third parties to supply and manufacture its product candidates, and it expects to rely on

third parties to manufacture its products, if approved. The development of such product candidates and the commer-

cialization of any products, if approved, could be stopped or delayed if any such third party fails to manufacture or

provide sufficient quantities of product candidates or products or fails to do so at acceptable quality levels or prices

or fails to maintain or achieve satisfactory regulatory compliance, which would have a material adverse effect on the

Company's business prospects, results of operations and/or financial condition.

1.6.1.3.2

The Company depends on the ability to attract and retain key personnel and executive directors

The Company has only a small number of management executives responsible for managing its core business.

The Company's success significantly depends on the performance of its management executives and highly qualified

employees in key positions, in particular executive board members and other management executives with substan-

tial sector experience. The services of the Company's management executives are essential for the success of its

business, research, development, and regulatory strategies.

Additionally, it is important for the Company's success to attract, retain and motivate highly qualified clinical

and scientific personnel. Many of the other biotechnology and pharmaceutical companies and academic institutions

that the Company competes against for qualified personnel have greater financial and other resources, different risk

profiles and a longer history in the industry than the Company. Therefore, the Company might not be able to attract

or retain such key persons on conditions that are economically acceptable or enforce non-competition undertakings,

where necessary. In the event of a loss of certain clinical and scientific personnel or management executives, the

Company's R&D efforts may be materially adversely affected.

The failure to attract the needed personnel, the loss of certain clinical and scientific personnel or management

executives or the failure to develop or obtain the necessary expertise could have a material adverse effect on the

Company's business, prospects, financial condition and results of operations.

1.6.1.4

Risks related to geopolitical uncertainties, business interruptions and other uncertainties beyond

the Company's control

Geopolitical uncertainties, terrorism and other business threats could damage or disrupt the Company's opera-

tions and those of its suppliers, partners or collaborators. In addition, war or geopolitical conflicts can lead to cyber-

security attacks even outside of the conflict zone. Interruptions to the Company's operations could adversely affect

its ability to timely proceed with its clinical trials and could imply incurring significant expenditures as fixed costs

such as salaries and project management would continue. Following Russia's invasion of Ukraine in February 2022,

the United States, several European Union nations, and other countries have announced sanctions against Russia,

and the North Atlantic Treaty Organization (the "NATO") has deployed additional military forces to Eastern Eu-

rope. The invasion of Ukraine and the retaliatory measures that have been taken, or could be taken in the future, by

Russia, the United States, NATO, and other countries have created global security concerns that could result in a

regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could

disrupt the Company's supply chain, adversely affect the anticipated timing, completion and/or results of its clinical

trials, and adversely affect potential future commercialization efforts. Also, the global impact of the conflict be-

tween Israel and Hamas is not yet foreseeable and it is currently impossible to say whether the war will escalate fur-

ther. In both cases, geopolitical tensions could lead to sharply rising energy prices, which would have a negative

impact on raw materials for drug products. In addition, the ongoing uncertainty in global markets, including as a

result of the events described above, may have a wide impact on the availability and price of various materials and

services and might also sustainably affect global financial markets. Cost inflation may negatively impact on the

Company's cash reach while capital markets disruptions may adversely affect its future financing possibilities. All

these changes may materially affect the Company economically and negatively affect its liquidity and financial posi-

tion.

1.6.1.5

Climate-related risk

Climate change presents risks to our operations, including the potential for additional regulatory requirements

and associated costs, and the potential for more frequent and severe weather events and water availability challenges

that may impact our facilities and those of our suppliers. We cannot provide assurance that physical risks to our fa-

cilities or supply chain due to climate change will not occur in the future. We periodically review our vulnerability

to potential weather-related risks and other natural disasters and update our assessments accordingly. Based on our

reviews, we do not believe these potential risks are material to our operations at this time.

To address the increasing relevance of climate change, the board has initiated to discuss the implementation of

an Environmental, Health and Safety Policy reflecting our organization’s commitment to minimize our carbon foot-

print.

We have analyzed the impact of climate-related risks on our Financial Statements and conclude that the effect

of climate-related risks do not have a material impact on accounts and disclosures, including judgements and esti-

mates in the Financial Statements.

1.6.1.6

Risks related to intellectual property rights

1.6.1.6.1

Patent terms may be inadequate to protect the Company's competitive position on its product candi-

dates for an adequate amount of time

Patents have a limited lifespan. For example, in the United States, if all maintenance fees are timely paid, the

natural expiration of a patent is generally 20 years from its earliest US non-provisional filing date. For the Com-

pany, the composition of matter patents for its products (PQ912, PBD-C06) is especially important. The matter pa-

tents of its product PQ912 will, subject to any possibly extension of up to five years, expire on February 02, 2031, in

the U.S. (and on September 13, 2030, in the rest of the world). Additional patent filings include a new composition

of matter patent on the active polymorph form for PQ912, which, if granted, would extend the natural patent runtime

for PQ912 to 2044. The matter patents of its product PBD-C06 will, subject to any possibly extension of up to five

years, expire on January 29, 2039. Various extensions may be available, but the life of a patent, and the protection it

affords, is limited. Even if patents covering the Company's product candidates are obtained, once the patent life has

expired for a product candidate, it may be open to competition from competitive medications, including generic

medications. Given the amount of time required for the development, testing and regulatory review of new product

candidates, patents protecting such product candidates might expire before or shortly after such product candidates

are commercialized. As a result, the Company's owned and licensed patent portfolio may not provide it with suffi-

cient rights to exclude others from commercializing product candidates similar or identical to the Company's. As a

result, the Company's revenue from applicable products could be reduced. Further, if this occurs, the Company's

competitors may take advantage of its investment in development and trials by referencing clinical and preclinical

data and launch their product earlier than might otherwise be the case, and the Company's competitive position,

business, financial condition, results of operations and prospects could be materially harmed. Other risks relating to

competitors are described under —1.6.1.7 Risks related to competing product candidates.

1.6.1.6.2

The Company may be unable to obtain and maintain patent protection for its product candidates and

technology

The Company's success depends, in large part, on its ability to obtain and maintain patent protection in the

United States and other countries with respect to its product candidates and its technology. The Company has

sought, and intends to seek, to protect its proprietary position by filing patent applications in the United States and

abroad related to its product candidates and its technology that are important to its business. As of December 31,

2024, our patent portfolio consisted of 20 owned patent families, which comprise approximately 402 national patent

applications and issued patents. Our patent portfolio is focused on our R&D programs relating to glutaminyl cyclase

(“QC”), isoenzyme (“isoQC”) and N-terminally modified forms of Abeta peptide as the medical targets. The com-

position of matter patents of products (PQ912, PBD-C06) is especially important for the Company.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves

complex legal and factual questions and has, in recent years, been the subject of much litigation. As a result, the is-

suance, scope, validity, enforceability and commercial value of the Company's patent rights are highly uncertain.

Changes in either the patent laws or interpretation of the patent laws in the European Union, United States and other

jurisdictions may diminish the value of the Company's patents or narrow the scope of its patent protection.

The Company has been and may become involved in legal proceedings in relation to intellectual property rights

and the protection or enforcement of its patents, which could result in i) costly litigation, ii) it having to pay substan-

tial damages or iii) the limitation of its ability to commercialize its products and/or product candidates. There can be

no assurance that the Company will be successful in these proceedings and any adverse ruling may have a material

adverse effect on its business, prospects, financial condition and results of operations. See further — 1.6.1.9 Risks

related to legal proceedings —Risks related to legal proceedings below.

1.6.1.7

Risks related to competing product candidates

The Company's competitors also develop new product candidates in the therapeutic areas targeted by the Com-

pany. These competitive product candidates may have a better effectiveness, tolerability or side effect profile and

might also be preferred by the Competent Authorities in the approval process. As a result, the Company's product

candidates may not be approved for the market or may not be sustainably established in the market once approved,

if ever. Please see for further elaboration on risks relating to regulatory approval processes —1.6.1.2 Risks related to

the regulatory environment—Regulatory approval processes above. In addition, the Company may fail to agree on

licensing partnerships for the licensing of its product candidates or the potential cooperation or licensing partner

may fail to further develop, file for market approval or market its relevant product candidate. Consequently, the

Company may not be able to receive revenues or potential milestone payments or licenses fees or revenue participa-

tion out of licensing agreements with pharmaceutical or biotechnical companies in the future which could have ma-

terial adverse effects on its business, prospects, financial condition and results of operations.

1.6.1.8

Risks related to information technology and cyber-attacks

The Company, collaborators or other contractors and consultants, depend on information technology ("IT")

systems, and any failure of these systems could harm the Company’s business. Basically, like all other computer

systems, the Company systems and those of current and any future collaborators, vendors, and other contractors or

consultants are vulnerable to damage from computer viruses, natural disasters, terrorism, war, cybersecurity threats,

unauthorized access and telecommunication and electrical failures. If any such material system failure, accident or

security breach were to occur and cause interruptions in our operations, it could result in a material disruption of our

development programs and our business operations, whether due to a loss of our trade secrets or other proprietary

information or other similar disruptions. IT systems are additionally vulnerable to security breaches from inadvert-

ent or intentional actions by the Company's employees, third-party vendors, contractors, consultants, business part-

ners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harm-

ful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability

and threaten the confidentiality, integrity, and availability of information). This risk extends to the third-party ven-

dors and subcontractors the Company uses to manage this sensitive data. The Company has systems and procedures

in place to minimize the likelihood of security breaches but cannot guarantee that third parties will not be able to

gain unauthorized access to or otherwise breach our systems in the future. Any such unauthorized access or breach

could adversely affect the business, results of operations and financial condition.

The Company manages and maintains its applications and data utilizing on-site systems in combination with

cloud computing services to process, transmit and store electronic information in connection with its business activi-

ties. The backup plans include a dedicated secured area in a geo-redundant and managed data center, which is an

essential component of the disaster recovery strategy. The Company utilizes external security and infrastructure ven-

dors to manage its IT systems and data center services according to contracts for the operational support of current

operations, as well as disaster recovery and business continuity plans.

Cyber threats are persistent and constantly evolving. Such threats have increased in frequency, scope, and po-

tential impact in recent years, which increases the difficulty of detecting and successfully defending against them.

The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate

from a wide variety of sources, including outside groups such as external service providers, organized crime affili-

ates, terrorist organizations, or hostile foreign governments or agencies.

The abovementioned threats pose a risk to the security of the Company's systems and networks, the confidenti-

ality and the availability and integrity of its data and these risks apply both to the Company, and to third parties on

whose systems the Company relies for the conduct of its business.

If the Company's IT systems or the IT systems of its third-party vendors and other contractors and consultants

become subject to disruptions or security breaches, the Company may have insufficient recourse against such third

parties and it may have to expend significant resources to mitigate the impact of such an event, and to develop and

implement protections to prevent future events of this nature from occurring.

Any cyber-attack or destruction or loss of data could have a material adverse effect on the Company's business,

financial condition, results of operations, and prospects. For example, the loss of clinical trial data from one or more

ongoing, completed, or future clinical trials could result in delays in our regulatory efforts and significantly increase

our costs to recover or reproduce the data. Because we are conducting clinical trials in parallel, a breach of our com-

puter systems could result in a loss of data or compromised data integrity across multiple programs and different

stages of development. While no personally identifiable information is stored and processed directly in-house,

CROs and other partner organizations are at risk of loss, which could result in civil fines and penalties, including

under the General Data Protection Regulation and relevant Member State laws in the European Union, as well as the

Health Insurance Portability and Accountability Act and other relevant state and federal privacy laws in the United

States.

1.6.1.9

Risks related to legal proceedings

The Company is currently involved in a legal proceeding in connection with the Company's transformation

from a German stock corporation (Aktiengesellschaft) into a Dutch N.V. and the transfer its official seat to the Neth-

erlands. It cannot be excluded that in the future new proceedings, whether related to those currently in progress or

not, may be initiated against the Company.

For a more elaborate description of certain key ongoing material litigation, see — 1.7 Legal proceedings. The

ultimate outcome of such proceedings or claims could have a material adverse effect on the Company's business,

results of operations or financial condition in the period in which the impact of such matters is determined or paid.

Such proceedings could represent a significant cost and require the involvement of management. In addition, in the

event of an unfavorable decision, these proceedings could have a material adverse effect on the Company's business,

financial condition, results and prospects and on its share price.

1.6.1.10 No comprehensive risk detection, evaluation and management system has been implemented yet

Due to the Company's size and history, it does not yet have a fully deployed and formalized risk detection,

evaluation, and management system in place. The Company currently does not set, report, and monitor risk appetite

levels for the risk identified given the size of operations. The Company's management monitors operational risks as

they arise and evolve, assesses their development, and implements necessary countermeasures in regular internal

meetings. The risks are reported and discussed during regular quarterly board meetings. The lack of a fully imple-

mented, comprehensive risk detection, evaluation and management system could result in the failure to identify, un-

derstand, and address potential risks, which could have a material adverse effect on the Company's business, finan-

cial condition and results of operations.

1.6.1.11 Internal control over financial and sustainability reporting

The Company has historically operated with limited accounting personnel and other resources with which to

address its internal controls over financial and sustainability reporting. In connection with the audit of the Financial

Statements 2021, the Company identified a significant deficiency (further: "deficiency") in its internal control over

financial reporting, primarily related to a lack of sufficient accounting and supervisory personnel to ensure proper

segregation of duties between the preparation and approval of journal entries or that allows effectively designed re-

view controls over manual, judgmental and complex journal entries in the financial statement close process. As a

result of the deficiency, the Company failed to identify adjustments in some areas of the closing process, including

but not limited to completeness of accrued liabilities (cost of legal proceedings, completion of a manufacturing con-

tract) and correct disclosures on forfeited share-based compensation.

To address this deficiency, the Company has implemented a remediation plan, which includes constantly im-

proving the design of its internal control environment and as the Company only recently commenced the implemen-

tation of this plan, it may continue to be exposed to errors. The Company's remediation plan aims to improve its

controls over financial reporting, by enhancing the robustness of its processes. For example, the Company has elimi-

nated manual spreadsheet solutions and instead use automated system-based procedures, the Company also intends

to advance its internal control procedures by broader four-eyes-principle reviews and the Company will provide ad-

ditional training to its finance staff. The Company will continue to engage third parties as required to assist with

technical accounting, the application of new accounting standards, tax matters and valuations of equity instruments.

Since 2021, the Company added a highly experienced Chief Financial Officer and/or Finance Directors to its execu-

tive staff who will lead the Company's efforts to further improve the design and operational effectiveness of its in-

ternal control procedures. In addition, the Company has engaged further external resources to allow its further

strengthening of the four-eye principle of its controls. The board discussed the deficiency including necessary reme-

diation measures (we refer to note ‘4 Risk management system’ of the Financial Statements).

If the Company is unable to remediate the deficiency, or if other control deficiencies are identified, it may not

be able to report its financial results accurately, prevent fraud or file its periodic reports as a public company in a

timely manner.

1.6.2

Risks relating to financial matters

1.6.2.1

Expectation to incur losses for the foreseeable future

The Company was founded in 1997 and has focused since 2004 on the identification, research and development

of drug candidates. Based on these research and development activities, the Company has not yet generated recur-

ring revenues, except for smaller licensing revenues (see licensing arrangements Simcere under section 1.2.4). The

Company reported a net loss of EUR 20.6 million for the year ended December 31, 2024 and EUR 28.3 million for

the year ended December 31, 2023; the accumulated deficit reported was EUR 169.4 million for the year ended De-

cember 31, 2024 and EUR 148.8 million for the year ended December 31, 2023. As the Company is a pre-revenue

stage company, the losses generated result from the lack of revenue on the one hand and the costs and expenses for

research and development and administrative expenses on the other hand.

The Company will only become profitable if it succeeds in generating substantial revenues from the commer-

cialization of its product candidates, such as advance payments, milestone payments, commissions or fees from li-

censing agreements or partnerships with pharmaceutical or biotechnology companies. For as long as the Company

does not generate sufficient revenues that enable it to offset its costs and expenses, and possibly even then, the Com-

pany is and will remain dependent on additional financing. The Company´s future profitability largely depends on

the success of preclinical and clinical studies and on its ability to commercialize its products and/or product candi-

dates, which may require the Company to find a suitable partner. It cannot be excluded that some or even all of its

development programs in respect of its product candidates may need to be terminated in the research and develop-

ment stage prior to out-licensing or thereafter, so that no revenues from such product candidates are generated. Be-

cause numerous factors influence the development of product candidates, it is uncertain whether the Company will

ever achieve any substantial revenues. Likewise, the point in time when the Company may operate profitably, if

ever, cannot be predicted. Therefore, because the Company will continue to incur expenses for research and devel-

opment and general administration in the future, the Company expects that it will continue to report losses for the

foreseeable future. If the Company fails to generate sufficient revenues to cover its costs and expenses and /or to

obtain sufficient funding to continue its business activities, the Company will be forced to file for insolvency or to

go into liquidation. This could in turn lead to the total loss of the capital invested in the Company.

To date the Company has largely financed its operations through equity raises, licensing proceeds and govern-

ment grants. In May 2023, the Company completed a private placement, resulting in gross proceeds to the Company

in an amount of EUR 25 million. In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement

(SEPA) of up to EUR 15 million, with Yorkville Advisors Global, LP, an institutional investor based in New Jersey,

USA. Under the terms of the agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary

shares of Vivoryon over the course of 36 months, from the date of signing the agreement. Vivoryon has the right,

but not the obligation, to sell these ordinary shares to Yorkville in individual tranches, under exclusion of the exist-

ing shareholders’ pre-emptive rights. This amount is not included in the current cash runway guidance as the actual

amount raised and timing thereof under the SEPA are uncertain. The Company is constantly evaluating opportuni-

ties for sources of funding to extend its cash runway.

As of April 29, 2025, the issuance date of its annual Financial Statements 2024, the Company expects, based

on its most recent financial and business plan, that its existing cash and cash equivalents will be sufficient to fund its

operating plans into January 2026, subject to the occurrence of unforeseen circumstances and without taking into

account the recently announced SEPA as well as other potential additional financing transactions, if any. This cash

runway guidance reflects an overall reduction in cash utilization including the conclusion of the VIVIAD and

VIVA-MIND studies while prudently investing in preparing to execute on the Company’s kidney disease strategy.

Importantly, the launch and execution of the planned clinical Phase 2b study in DKD will require further additional

funding and/or partnership. The Company's future viability beyond the current guidance is dependent on its ability

to raise further additional funds to finance its operations. Please see also — 1.6.2.2 Substantial additional funding

will likely be needed in the future. If the Company is unable to obtain sufficient further funding on acceptable terms

or at all, its business, prospects, financial condition, and results of operations may be materially and adversely af-

fected, and it may be unable to continue as a going concern. If the Company is unable to raise capital on acceptable

terms or at all, it will be forced to terminate its product development or future commercialization efforts of one or

more of its products candidates or may be forced to terminate its operations. Although management continues to

pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on

terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to continue as a

going concern, it may have to liquidate its assets and may receive less than the value at which those assets are car-

ried on its Financial Statements, and it is likely that investors will lose all or a part of their investment.

To date the Company has largely financed its operations through equity raises, licensing proceeds and govern-

ment grants. In the event the Company does not complete further private equity financing transactions, the Company

expects to seek additional funding through government or private-party grants, debt financings or other capital

sources or through collaborations with other companies or other strategic transactions, including partnering deals for

one or more of its product candidates. The Company is currently exploring various further financing alternatives to

meet its future cash requirements, seeking additional investors, pursuing industrial partnerships, or obtaining further

funding from existing investors through additional funding rounds. The Company may not be able to obtain further

financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other ar-

rangements. The terms of any financing may adversely affect the holdings or rights of the Company’s shareholders.

The financial statements have been prepared on the basis that the Company will continue as a going concern,

which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course

of business. This means that the financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the

outcome of this uncertainty.

Accordingly, Management has considered the ability of the Company to continue as a going concern. Based on

the Company’s recurring losses from operations incurred since inception, expectation of continuing operating losses

for the foreseeable future, and the need to raise additional capital to finance its future operations, together with the

aforementioned uncertainties for realizing it, as of April 29, 2025, the issuance date of the financial statements for

the year ended December 31, 2024, the Company has concluded that a material uncertainty exists that may cast sig-

nificant doubt about its ability to continue as a going concern.

1.6.2.2

Substantial additional funding will likely be needed in the future

The Company relies mainly on equity financing for the funding of its operations complemented by public

grants or other financing instruments, e.g., loans and convertible debt instruments. A private placement has been

completed in May 2023, resulting in gross proceeds to the Company in an amount of EUR 25.0 million. In April

2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million, with

Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the agree-

ment, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the course

of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell these

ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive rights.

The Company's future financing needs will depend on many factors, including the progress, costs and timing of its

R&D activities and clinical studies, the costs and timing of obtaining regulatory approvals, the costs of obtaining,

maintaining and enforcing its patents and other intellectual property rights, the costs and timing of obtaining manu-

facturing of its product candidates, the costs and timing of establishing sales and marketing capabilities and the

terms and timing of establishing collaborations, license agreements and other partnerships.

The Company's ability to raise additional funds in the future will depend on financial, economic and market

conditions and other factors over which it may have no or limited control, and it cannot exclude that additional

funds may not be available to the Company, when necessary, on commercially acceptable or sensible terms, if at all.

In case the necessary funds are not available when needed, or not at commercially acceptable or sensible terms, the

Company may need to seek funds through collaborations and licensing arrangements earlier than planned or other

alternatives, which may requires it to reduce or relinquish significant rights to its R&D programs and product candi-

dates, to grant licenses on its technologies to partners or third parties or to enter into cooperation agreements, the

terms of which could be less favorable to the Company than originally expected. In addition, the perception that the

Company may not be able to continue as a going concern may cause others to choose not to deal with the Company

due to concerns about its ability to meet its contractual obligations.

The Company expects to finance its operations in the foreseeable future primarily with equity-related transac-

tions. However, intended equity-related transactions such as the issue of new shares may not be successful, whether

due to market conditions or otherwise.

Further, the Company may be required to finance its cash needs with debt financing. Any debt financing could

involve substantial restrictions on activities and creditors could seek assignments or pledges of some or all of the

Company's assets including patents.

If adequate funds are not available on commercially acceptable or sensible terms when needed, the Company

may also be forced to delay, reduce or terminate the development or marketing of all or part of its products or prod-

uct candidates and it may be unable to take advantage of future business opportunities all of which could have a ma-

terial adverse effect on the Company's business, prospects, financial condition and results of operations.

1.6.3

Risks relating to the shares

1.6.3.1

Risk of dilution

The Company expects to require significant further capital in the future in order to finance its business and the

further development of its product candidates, as also described under —1.6.2.2 Substantial additional funding will

likely be needed in the future. As the Company did in the past, it expects to finance its operations in the foreseeable

future primarily with equity.

For example, in 2019, the Company issued new shares (without granting pre-emption rights) amounting to

50 % of the then outstanding share capital, at that time leading to substantial dilution of its then existing sharehold-

ers. In addition, in April 2022 as a result of a private placement and in October 2022 as a result of another private

placement, the Company issued new shares (without granting pre-emption rights) amounting to 10 % and 9.3 % of

the then outstanding share capital respectively, resulting in further dilution of its then existing shareholders. In the

reporting year in May 2023, the Company completed another private placement, issuing new shares (without grant-

ing pre-emption rights) amounting to 7.4% of the then outstanding share capital. In April 2025, Vivoryon entered

into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million, with Yorkville Advisors Global, LP,

an institutional investor based in New Jersey, USA. Under the terms of the agreement, Yorkville has committed to

purchasing up to EUR 15 million of ordinary shares of Vivoryon over the course of 36 months, from the date of

signing the agreement. Vivoryon has the right, but not the obligation, to sell these ordinary shares to Yorkville in

individual tranches under exclusion of the existing shareholders’ pre-emptive rights.

Further, each investor in the private placement from October 2022 had the option to purchase, in aggregate, up

to another 1,027,398 Shares at a price of €7.30 per Share, at any time up to but excluding the business day that is the

later of (a) twelve months after November 18, 2022, and (b) 3 months following the publication by the Company by

means of a public announcement of the final read-out from the Phase 2b VIVIAD study, provided that as long as the

Phase 2b VIVIAD study has met its primary safety and efficacy endpoints and a public announcement detailing the

same has been released by the Company, the final day of the exercise period shall not be later than the date which is

5 business days prior to the Shares being approved for listing on the Nasdaq Stock Market. Given the announcement

made in March 2024 that the VIVIAD study has not met its primary and key secondary endpoints, the Company as-

sumes that none of these options granted will be exercised.

Both the issuance of new shares with exclusion of pre-emption rights in order to raise new equity capital and

the possible exercise of conversion and option rights by the holders of options or warrants (such as those issued in

connection with the private placement of October 2022) or convertible or warrant-linked bonds that may possibly be

issued in the future would lead to a dilution of existing shareholders’ equity. In addition, the acquisition of other

companies or interests in companies or other assets in return for shares in the Company as well as the exercise of

stock options under stock option plans by the Company's employees within the scope of existing and /or future man-

agement or employee participation would lead to a dilution of the shareholders.

1.6.3.2

The Company does not anticipate being able to pay any cash dividends in the foreseeable future

The Company has not yet generated any revenues over the three preceding years. Because of numerous factors

of influence on the development of product candidates, the time when the Company may operate profitably cannot

be predicted. Likewise, it is uncertain whether the Company will ever achieve any substantial revenues in the future.

The Company intends to retain all available funds and future earnings for use in the development and commer-

cialization of its product candidates and technologies and the expansion of its business. Payment of future dividends

to shareholders will be subject to a decision of the Company's annual shareholders’ meeting and subject to legal re-

strictions as provided under applicable laws. Furthermore, financial restrictions and other limitations may be con-

tained in future credit agreements that may impair the Company's ability to distribute dividends.

Therefore, and under consideration of indispensable future R&D expenses, the Company expects to continue to

report losses in the foreseeable future and cannot predict if and when it will be able to pay dividends to its share-

holders.

Accordingly, investors may have to sell their shares to generate cash flows from their investment and capital

appreciation, if any, will be the sole source of gains from the investment. Investors may, however, never receive a

gain on their investment when they sell shares and may lose the entire amount of their investment.

1.6.3.3

The market price of the shares may fluctuate substantially

It is likely that the price of the shares will be significantly affected by many factors, some of which are beyond

the Company’s control, including:

announcements by the Company or its competitors of data readouts, significant contracts or acquisitions; for

example, the VIVIAD results, which were announced in March 2024, had significant negative implications

on the Company’s share price development;

investor perceptions of the Company and the industries in which it operates;

the failure of financial analysts to continue to cover the shares;

actual or anticipated variations in the Company's operating results;

changes in financial estimates by financial analysts, or any failure by the Company to meet or exceed any of

these estimates, or changes in the recommendations of any financial analysts that elect to follow its shares or

the shares of its competitors; and

future sales of the shares.

In addition, trends in research and product developments in the therapeutic areas in which we are active, such

as failures or the premature termination of development programs of the Company's competitors, the willingness of

investors to invest in companies active in such therapeutic areas as well as general developments in the stock market

and fluctuations therein could also influence the market price of the shares irrespective of factors directly connected

with its own business.

These and other factors may cause the market price and demand for the shares to fluctuate substantially, which

may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of

the shares. In addition, the stock market in general has from time-to-time experienced extreme price and volume

fluctuations, including in recent months, which have often been unrelated or disproportionate to the operating per-

formance of particular companies affected. These broad market and industry factors may materially harm the market

price of the shares, regardless of its operating performance. In the past, following periods of volatility in the market

price of certain companies’ securities, securities class action litigation has been instituted against these companies.

This litigation, if instituted against the Company, could adversely affect its financial condition or results of opera-

tions.

1.6.4

Risk control measures

Due to its size and history, the Company does not yet have a fully deployed and formalized risk detection, eval-

uation, and management system in place. The Company currently does not set, report, and monitor risk appetite lev-

els for the risks identified given the size of operations. Management monitors operational risks as they arise and

evolve, assesses their development and implements necessary countermeasures in regular internal meetings. The

risks are reported and discussed during regular quarterly board meetings.

Risks related to financial matters

The Company has a budget and forecast process that monitors, plans and approves costs for at least the next 24

months. This planning process is supplemented by cash planning. The results are discussed regularly in management

and with the Board. This enables the Company to prepare capital measures at the right points in time and to ade-

quately finance our future development activities.

Risks related to the discovery, development and commercialization of our product candidates

We use highly experienced staff for our research and clinical studies, as well as very experienced consultants.

The results of our studies are constantly, closely and systematically monitored. This enables us to react early to new

findings in the manufacturing process, as well as in the conduct of pre-clinical and clinical activities. The close

monitoring of the costs associated with these activities through our regular internal forecasting process further al-

lows us to recognize any deviations from our financial plans early in the conduct of these activities and initiate ap-

propriate countermeasures in time.

Risks related to our dependence on third parties

Since we are highly dependent on third parties, we take special care in selecting our contractors. Before we se-

lect a contractor, the company convinces itself of the quality and experience in a detailed selection process, moreo-

ver, several service providers are considered. Major clinical trial and manufacturing service providers are selected

through a stringent selection process including all management team members. The operational performance of third

parties is subject to constant review and assessment by management.

Risks related to employee matters and managing growth

Our management pays very close attention to the fact that the respective department heads announce personnel

requirements at an early stage and that adequate resources are available. Personnel planning is discussed by the

management on a regular basis. In addition, we take care to retain key employees in our company.

Risks related to our intellectual property

We use only highly specialized consultants and attorneys to secure and monitor our IP. In addition, manage-

ment monitors ongoing patent protection and potential conflicts on a regular basis.

Risks Resulting from Infectious Disease Outbreaks

We are closely monitoring the progress of our clinical activities and production of varoglutamstat to anticipate

potential negative developments resulting from any pandemic or local disease outbreak situation. Apart from the

operational risks described above the Company believes no additional material risk will apply due to a pandemic

situation. To mitigate potential risks in infectious disease outbreaks for its employees the company has implemented

a series of measures to protect employees and third-party service providers from the risks of infection which will be

made effective in line with the generally recommended measures of the governmental and regulatory authorities.

1.7

Legal proceedings

With the exception of the proceeding described below, the Company is not involved in any governmental, legal

or arbitration proceedings (including any such proceedings which are pending or threatened of which management is

aware) which management believes may have, or have had, a significant effect on the Company`s financial position

or profitability.

Shareholders raised an objection (Widerspruch) for around 120,000 shares against the Company`s transfor-

mation from a German stock corporation (Aktiengesellschaft) into a Dutch N.V. and the transfer of the official seat

to the Netherlands as resolved upon by the Company`s shareholders’ meeting held on September 30, 2020. The ob-

jection does not challenge the transformation as such but seeks a revaluation of the Company`s business to increase

the compensation amount offered by us to dissenting shareholders tendering their shares to us. In the ongoing ap-

praisal proceedings (Spruchverfahren) before the regional court (Landgericht) at Halle (Saale), Germany, the claim-

ants intend to increase the compensation amount per share beyond the amount originally offered by us, i.e.,

EUR 9.00 per share. Based on the expert valuation report the Company had commissioned before determining the

compensation amount and the opinion of an independent auditor appointed by the court confirming the offered

amount to be adequate, the Company believes that the compensation amount offered by the Company is adequate

and that there are no valid grounds for an adjustment. This is underlined by the fact that the average stock market

price (VWAP) over the three-months-period before the announcement of the transaction was at EUR 4.76 per share,

i.e., significantly below the compensation offered to our shareholders. However, should the competent court decide

that a revaluation is required, the compensation amount the Company has to offer could be adjusted by the court

based on a new valuation report to be prepared by another independent expert appointed by the court. The amount of

such adjustment cannot be predicted. Although such revaluation must be based on circumstances prevailing at the

time the of shareholders’ meeting that has resolved upon the transformation, it cannot be excluded that a potential

revaluation would also take into account the stock market price of our common share, during a different period,

where the share price was above the offered compensation amount arguing that the average stock market price at the

time of the announcement of the transaction was not meaningful due to a lack of liquidity or a significant market

distortion. The Company has been and may become involved in legal proceedings in relation to its re-domiciliation

from Germany to the Netherlands, which may result in costly litigation and the Company having to pay substantial

amounts to dissenting shareholders.

Meanwhile, the court has opened the written proceedings, and a first court hearing took place with the remain-

ing applicants, and the joint representative appointed by the court.

The court indicated that it considers an expert opinion to be necessary if the matter cannot be settled between

the parties. Currently, the parties are discussing possibilities on how such settlement could be reached, if at all.

1.8

Corporate governance

1.8.1

Introduction

This chapter summarizes certain information concerning the Board and the Company’s corporate governance.

It is based on the relevant provisions of Dutch law, including the Dutch Corporate Governance Code (the ‘Code’)

the text of which can be accessed at www.mccg.nl, as in effect on the date of this management report, the board

rules and the articles of association. The most recent articles of association in effect as of September 05, 2024 can be

found on the Company’s website www.vivoryon.com/corporate-governance/.

This chapter does not purport to give a complete overview and should be read in conjunction with and is quali-

fied in its entirety by reference to the relevant provisions of Dutch law as in force on the date of this management

report, the articles of association and the board rules.

1.8.2

Code of conduct and other corporate governance practices

The Company has adopted a code of conduct which explicitly incorporates and refers to core values of the

Company, being honesty, accountability, integrity, professionalism and fairness. The text of the Company's code of

conduct can be accessed at www.vivoryon.com. The Company does not voluntarily apply other formal codes of con-

duct or corporate governance practices.

1.8.3

Board

1.8.3.1

Board rules

The Company maintains a one-tier board (the ‘board’). The articles of association provide that the board shall

consist of one or more executive directors and one or more non-executive directors. The number of non-executive

directors must always exceed the number of executive directors. As of the date of this Management Report, the pro-

visions in the DCC (Dutch Civil Code) that are commonly referred to as the ‘large company regime’ (structuurre-

gime) do not apply to the Company. On December 31, 2024, the board consisted of three executive directors and

four non-executive directors.

Directors are appointed by the General Meeting as an executive director or a non-executive director.

In the event two or more executive directors are in office, the board may grant titles to the individual executive

directors, including (but not limited to) those of ‘Chief Executive Officer’ (CEO), ‘Chief Financial Officer (CFO),

and ‘Chief Business Officer’ (CBO). In the event one executive director is in office, that executive director shall be

granted the title of CEO. The board shall appoint one of the non-executive directors as chair of the board (Chair) and

may appoint another non-executive director to be the vice-chair of the board (vice-chair). The composition of the

board shall be balanced considering the respective skills, experience and knowledge of each of the directors. The

board shall be composed in such a way as to ensure a degree of diversity appropriate to the Company with regard to

expertise, experience, competencies, other personal qualities, sex or gender identity, age, nationality and cultural or

other background.

If a director is to be appointed, the board shall make a binding nomination. The General Meeting may at all

times set aside such binding nomination by a resolution adopted by a majority of at least two-thirds of the votes cast,

such majority representing more than one-half of the issued capital of the Company. A second meeting as referred to

in Section 2:120 (3) DCC cannot be convened. If the General Meeting sets aside the binding nomination, the board

shall make a new binding nomination. The nomination shall be included in the notice of the General Meeting at

which the appointment shall be considered. The executive directors shall not take part in the discussions and deci-

sion-making by the board in relation to nominations for the appointment of directors. If no nomination has been

made for the appointment of a director, this shall be stated in the notice of the General Meeting at which the ap-

pointment shall be considered, and the General Meeting shall then be free to appoint a director at its discretion. A

resolution to appoint a director that was not nominated by the board can only be adopted by a majority of at least

two-thirds of the votes cast, such majority representing more than one-half of the issued capital of the Company. A

second meeting as referred to in Section 2:120(3) DCC cannot be convened.

A director may be suspended or removed by the General Meeting at any time. A resolution to suspend or re-

move a director can only be adopted by a majority of at least two-thirds of the votes cast, such majority representing

more than one-half of the issued capital of the Company, unless the proposal to suspend or remove the relevant di-

rector was made by the board, in which case the resolution can be adopted by a simple majority of the votes cast. A

second meeting as referred to in Section 2:120(3) DCC cannot be convened. An executive director may also be sus-

pended by the board. A suspension by the board may at any time be discontinued by the General Meeting. Any

suspension may be extended one or more times but may not last longer than three months in the aggregate. If, at the

end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall

end.

The directors are collectively responsible for the Company’s management and the general affairs of the Com-

pany’s business. In discharging its duties, the board shall be guided by the interests of the Company and its busi-

ness; it shall take into account the relevant interests of all those involved in the Company (including Shareholders).

The board is responsible for the continuity of the Company and its business and for sustainable must establish a po-

sition on the relevance of long-term value creation by for the Company and its business. The board takes into ac-

count the impact the actions of the Company and its business have on people and the environment and to that end

weighs take into account the relevant stakeholder interests. The board shall adopt values for the Company and the

Company’s business that contribute to a culture focused on sustainable long-term value creation. The board is re-

sponsible for the incorporation and maintenance of these values within the Company and the Company’s business.

The board shall encourage behavior that is in keeping with the values and propagate these values through leading by

example. Attention shall be paid to the following, among other things:

(a) the strategy and the business model;

(b) the environment in which the enterprise operates;

(d) the social safety within the enterprise and the ability to discuss and report actual or suspected misconduct or

irregularities.

The directors may divide their tasks by mutual consultation, provided that (i) the day-to-day management of the

Company shall be entrusted to the executive directors and (ii) the task to supervise the performance by the directors

of their duties cannot be taken away from the non-executive directors. The responsibilities of the board include:

the achievement of the Company’s operational and financial objectives;

determining the strategy and policy designed to achieve the objectives;

corporate social responsibility issues that are relevant to the Company’s business, including the effects on

humanity and the environment;

the general state of affairs in and the results of the Company;

identifying and managing the risks connected to the business activities;

ensuring that effective internal risk management and control systems, including its disclosure controls and

procedures and internal control over financial and sustainability reporting, are in place and reporting on this

in the Management Report;

maintaining and preparing the financial and sustainability reporting process;

compliance with legislation and regulations;

compliance with and maintaining the corporate governance structure of the Company;

publishing the corporate structure of the Company and any other information required under the Code,

through the Company’s website, publication in the Management Report and otherwise;

preparing the annual accounts and drawing up the annual budget and important capital investments of the

Company;

facilitating the audit committee in relation to the selection process of the external auditor and the nomina-

tion of the external auditor for appointment by the General Meeting;

ensuring that internal procedures are established and maintained which safeguard that all relevant infor-

mation is known to the board in a timely fashion;

ensuring that the external auditor receives all necessary information to perform his work in a timely fash-

ion; and

ensuring that the draft audit plan is discussed with the external auditor before the external auditor presents

the plan to the audit committee.

Notwithstanding the responsibilities of the board, the responsibilities of the non-executive directors include:

selecting and recommending the external auditor for appointment (upon a proposal by the board) by the

General Meeting;

selecting and recommending individuals for appointment (upon a proposal by the board) by the General

Meeting as directors;

preparing the Remuneration Policy to be adopted (upon a proposal by the board) by the General Meeting,

establishing the remuneration (in accordance with the Remuneration Policy) and contractual terms and con-

ditions of employment of the executive directors;

proposing the remuneration of the non-executive directors for adoption by the General Meeting;

reviewing the performance of the board and individual directors and discussing the conclusions that must

be drawn on the basis of this review at least on an annual basis; and

preparing up the Company's diversity and inclusion policy for the composition of the board.

These responsibilities may be carried out by the respective committees of the board consistent with the rules of

the committees as drawn up by the board. The board rules and profile can be found on the Company’s website

www.vivoryon.com/investors-news/corporate-governance/.

1.8.3.2

Composition of the board

The following table as of December 31, 2024, lists our current executive directors, who are also executive of-

ficers, and our current non-executive directors, as well as their age, gender, term served, the year of expiration of

their term as directors of Vivoryon Therapeutics N.V. and position:

Year in which

the term ex-

Age, gender

Term served

Position

pires

Name

Anne Doering*

52, f

2023 – present

2025

executive director, CS&IRO,

CFO since March 1, 2024

Charlotte Lohmann*

54, f

2015 – present

2025

non-executive director

Claudia Riedl*

54, f

2022 – present

2025

non-executive director

Erich Platzer

74, m

2007 – present

2025

non-executive director, chair

Florian Schmid

50, m

2021 – 2024

2024

executive director, CFO until

February 29, 2024

Frank Weber

64, m

2023– present

2025

executive director, CEO

Kugan Sathiyanan-

38, m

2023 – 2024

2024

non-executive director, vice-

darajah*

chair since August 4, 2023,

until March 14, 2024

Michael Schaeffer

56, m

2018 – present

2026

executive director, CBO

Morten, Karsdal

51, m

2023 – 2024

2024

non-executive director, until

March 14, 2024

Samir Shah

63, m

2022 – present

2025

non-executive director

* Financial expert within the meaning of Art. 39(1), Directive 2014/56/EU

The term of each executive and non-executive directors will end on the date of the annual general meeting

(AGM) of shareholders in the year indicated above.

In March 2024, Morton Asser Karsal and Kugan Sathiyanandarajah resigned as non-executive directors of the

Company. The Board of Directors does not intend to fill the vacancies that have arisen pursuant to these resignations

and therefore intends to resolve to decrease the number of non-executive directors in the Board of Directors from six

(6) to four (4).

Anne Doering

Anne Doering has been the Company’s Chief Strategy & Investor Relations Officer since August 2023 and

took over the CFO role on March 1, 2024. She has over 25 years of capital markets, investment and corporate bio-

pharmaceutical industry experience. Prior to joining Vivoryon, Anne was Director of Investor Relations at BioN-

Tech and Director of Group Strategy at Merck KGaA, where she contributed to the strategic direction of the com-

pany. Her additional corporate experience includes R&D finance and strategy at Merck & Co. Anne also has nearly

10 years of investment experience at Franklin Templeton as portfolio manager and analyst and has spent time in

venture capital at Creathor Ventures in Germany. In addition, for several years she was a healthcare equity research

analyst covering pharmaceutical companies at Bear Stearns, Credit Suisse, Bank of America and Commerzbank.

Anne holds an MBA from The Wharton School and an MA in International Studies from The Lauder Institute. She

is also a Chartered Financial Analyst (CFA) Charterholder.

Charlotte Lohmann

Charlotte Lohmann has served as a non-executive director on the Company’s board of directors since 2015 and

has the German and Swedish nationality. She served as General Counsel at MorphoSys AG in Planegg, Germany

from May 2012 until November 2024 and was appointed Chief Legal & HR Officer in 2023. She was also a member

of the Executive Committee at MorphoSys from June 2020 until November 2024. Prior to this, she spent eleven

years at Wilex AG in Munich, most recently as Senior Vice President Legal Affairs & Human Resources. Prior to

her position at Wilex, she practiced law at the law firm KPMG Treuhand & Goerdeler GmbH in Munich. She started

her career in the tax and law department of the auditing company KPMG Deutsche Treuhand-Gesellschaft AG. Cur-

rently, she is working as an independent lawyer in her own law firm. Charlotte received her degree in law from the

Ludwig Maximilians University of Munich and is a licensed attorney.

Claudia Riedl

Claudia Riedl has served as a non-executive director on the Company’s board of directors since 2022. As Sen-

ior Advisor at MC Services AG, she supports various clients in the biotechnology industry in all aspects of investor

relations and corporate communications. During her more than 15-year tenure as Head of Corporate Communica-

tions and Investor Relations at the German biotech MorphoSys until 2016, she supported the company’s transfor-

mation and growth from a technology-focused antibody discovery and development enterprise into a fully integrated

biopharmaceutical company. Subsequently, in a senior advisor capacity, she was instrumental in the company’s suc-

cessful secondary listing on Nasdaq in 2018. Following an apprenticeship at Deutsche Bank AG, Claudia studied

biology and earned a PhD at Technical University, Munich, Germany.

Erich Platzer

Erich Platzer has served as a non-executive director on the Company’s board of directors since 2007. He is a

business angel and board member of Swiss angel organization StartAngels-Network, focusing on Life Sciences and

technology investments. In addition, he serves as an advisor to Swiss venture capital firm MTIP in Basel, which fo-

cuses on medtech and e-health investments. Prior to this, he was an investment advisor and industry partner at HBM

Partners AG, a venture capital company, which he co-founded in 2001. Erich has been chairman or board member

of various biotech companies, public or private, in the US and Europe and he currently serves on the boards of the

privately held life sciences companies Panavance Therapeutics Inc., Nitinotes Surgical Ltd., Coramaze Technolo-

gies Ltd., LMD SA and Biozen LLC, as well as the public biotech company Aptose Biosciences (NASDAQ, TSX).

Until 1999, Erich worked in various functions in product development and marketing at F. Hoffmann — La Roche,

Basel, most recently as Business Director Oncology (worldwide). Prior to that, he worked in academic medicine and

research and had a key role in the team at MSKCC that purified natural human G-CSF, which lead to the develop-

ment of Neupogen^®and Neulasta^®. Erich holds an MD from the Medical Faculty of the University of Erlangen,

Germany, where he also earned his MD PhD (Habilitation).

Florian Schmid

Florian Schmid has been the company´s Chief Financial Officer from April 2021 to February 29, 2024.

Frank Weber

Frank Weber has been Vivoryon’s Chief Executive Officer since August 2023 and has served as the Com-

pany’s Chief Medical Officer since 2010. He has 30 years of experience in the pharmaceutical and life science in-

dustry. Frank supported InterMune (now Genentech/Roche), in particular, its launch of Esbriet in Europe, as Global

Clinical Advisor. Prior to this, he served as Chief Medical Officer at Merck KGaA in Germany and Switzerland,

where he contributed to several marketing authorizations and market access agreements in the EU, U.S. and Japan

and also spearheaded personalized medicine, biomarker and companion diagnostics. During his career, Frank has

also been involved in several M&A transactions as well as licensing deals. His past roles include management

positions in medical affairs and clinical development at American Cyanamid (Lederle), USA and at Synthelabo

(now Sanofi), France. Frank is also a board member at Zambon Biotech SA. Frank started his industry career after

10 years in academic clinical research and patient care in the areas of cancer, immunology, infectiology and max-

illo-facial surgery. He is a licensed physician and received his MD in Cancer Immunology from the Medical Univer-

sity Cologne, Germany.

Kugan Sathiyanandarajah

Kugan Sathiyanandarajah has served as a non-executive director on the Company’s board of directors since

2023 and resigned in March 2024.

Michael Schaeffer

Michael Schaeffer has been the Company’s Chief Business Officer since October 2018. He has 25 years of ex-

perience across pharma and biotech in strategic business development, merger and acquisitions, licensing, alliance

management and life science research & development. Michael is a highly experienced entrepreneur and was

founder, CEO and managing director of the biotech companies CRELUX GmbH and SiREEN AG prior to joining

Vivoryon. CRELUX is a world leader in biophysical and structure-based drug discovery services. He was responsi-

ble for integrating CRELUX into Wu-XiAppTec, a leading Shanghai based CRO with around 40,000 employees

globally, following the acquisition of CRELUX by WuXiAppTec in 2016. Michael received his PhD in Molecular

Biology from the Ludwig Maximilians University in Munich, Germany.

Morten Karsdal

Morten Karsdal has served as a non-executive director on the company´s board of directors since 2023 and re-

signed in March 2024.

Samir Shah

Samir Shah has served as a non-executive director on the Company’s board of directors since 2022. His current

role at Novartis is in Public Affairs and Special Projects for Asia Pacific. In addition, he remains a member of No-

vartis’ Innovation Management Board. Prior to this position, Samir served as Global Head Investor Relations at No-

vartis for over a decade. He has been a member of several executive groups and committees within the organization,

including the Finance Leadership Team and Trust & Reputation Committee. Prior to Novartis, Samir spent more

than 12 years at Merck Serono, where he led several global franchises, including neurology. He graduated as a phy-

sician from the University of Sheffield, England and joined the pharmaceutical industry after completing his post-

graduate medical training (MRCP). Samir also holds an MBA from the University of Warwick, England.

1.8.3.3

Board meetings and resolutions

The meetings of the board shall be presided over by its chair or his deputy. The chairperson of the meeting

shall appoint a secretary for the meeting.

All resolutions of the board shall be adopted by a simple majority of the votes cast. However, the board may

determine that certain resolutions of the board require the consenting vote of a majority of the non-executive direc-

tors. Such resolutions must be clearly specified and laid down in writing. In the board, each director may cast one

vote. If there is a tie in voting, the proposal shall be deemed to have been rejected.

A director shall not take part in the discussions and decision-making by the board if he has a direct or indirect

personal interest therein that conflicts with the interests of the Company or the business connected with it. The pro-

vision of the first full sentence shall not apply if as a result no resolution can be adopted.

Pursuant to article 7 of the board rules of the Board of Directors (the "Board Rules") – effective until April 23,

2024 –, the Board of Directors has appointed an audit committee (the "AC"), a compensation committee (the "CC"),

a nomination and corporate governance committee (the "N&CGC") and an investor relations committee (the "IRC"),

each consisting of non-executive directors only. In view of the decreased number of non-executive directors in the

Board of Directors as stated in the previous recital, the Board of Directors dissolved the CC, the N&CGC and the

IRC effective end of March 2024. As a result, thereof, the only remaining committee as appointed by the Board of

Directors shall be the AC.

1.8.4

Committees

1.8.4.1

Audit committee

In 2024, the audit committee consisted of Claudia Riedl, Charlotte Lohmann, Kugan Sathiyanandarajah (until

March 14, 2024) and Samir Shah (from March 29, 2024). The duty of the audit committee is to prepare the decision-

making of the board regarding the integrity and quality of the Company’s financial and sustainability reporting and

the effectiveness of the Company’s internal risk management and control systems. The responsibilities of the audit

committee include monitoring the board with regard to:

relations with, and compliance with recommendations and following up comments by the external auditor

and any other external party involved in auditing the sustainability reporting;

the funding of the Company; and

the application of information and communication technology by the Company, including risks relating to

cybersecurity; and

the Company’s tax policy.

In addition, the audit committee shall, inter alia:

inform the board of the outcome of the statutory audit and explain how the statutory audit contributed to the

integrity of financial and sustainability reporting and what the role of the audit committee was in that pro-

cess;

monitor the financial and sustainability reporting process and submit recommendations or proposals to en-

sure its integrity;

monitor the effectiveness design and operation of the Company’s internal risk management and control sys-

tems in relation to the financial and sustainability reporting of the Company including review and discuss

flaws in the effectiveness design and operation of the internal controls;

monitor the statutory audit of the annual accounts, in particular the performance thereof, taking into ac-

count any findings and conclusions by the Dutch Authority for the Financial Markets;

review and monitor the independence of the external auditor, and in particular the appropriateness of the

provision of non-audit services to the Company, and request from the external auditor a formal written

statement at least annually delineating all relationships between the external auditor and the Company con-

sistent with applicable requirements of the Public Company Accounting Oversight Board regarding the ex-

ternal auditor’s communications with the audit committee concerning independence;

be responsible for the procedure for the selection of an external auditor and recommend an external auditor

to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014, as well as submit a pro-

posal to the board for the relevant external auditor’s engagement to audit the annual accounts;

assist the Company in preparing the disclosure to be included in the Company’s applicable filings as re-

quired by the Securities and the Exchange Act and their related rules; and

assist and discuss the effectiveness of the design and operation of the Company’s internal controls with the

board, the CEO, and the CFO, as appropriate.

The board has determined that each of Claudia Riedl, Charlotte Lohmann and Samir Shah satisfies the “inde-

pendence” requirements set forth in Rule 10A-3 under the Exchange Act and that Claudia Riedl qualify as “audit

committee financial experts,” as such term is defined in the rules of the SEC. The composition of our audit commit-

tee is consistent with the best practice provisions of the Code.

The audit committee rules can be found on the Company’s website www.vivoryon.com/investors-news/corpo-

rate-governance/.

1.8.4.2

Compensation committee

The compensation committee was dissolved effective end of March 2024. Until March 28, 2024, the compen-

sation committee consisted of Kugan Sathiyanandarajah (chair, from July 4, 2023 until March 14, 2024), Jörg Neer-

mann (chair, until June 21, 2023), Charlotte Lohmann and Erich Platzer. The task of the compensation committee

was to prepare the decision-taking of the board regarding the Company's compensation policy and benefits policies

generally and the compensation of the Company's executive officers and the individual directors. The responsibili-

ties have been transferred to the entire non-executive board as of the end of March 2024.

1.8.4.3

Nomination and corporate governance committee

The nomination and corporate governance committee was dissolved effective end of March 2024. Until March

28, 2024, the nomination and corporate governance committee consisted of Charlotte Lohmann (chair), Morten

Kardsdal (from July 4, 2023 until March 14, 2024), and Erich Platzer. The task of the nomination and corporate

governance committee was to prepare the decision-taking of the board regarding the selection and appointment pro-

cedure for the Company's executive officers and individual directors, as well as developing and monitoring the com-

pliance of the Company's code of conduct. The responsibilities have been transferred to the entire non-executive

board as of the end of March 2024.

1.8.4.4

Investor relations committee

The investors relations committee was dissolved effective end of March 2024. Until March 28, 2024, the inves-

tor relations committee consisted of Samir Shah (chair), Morten Karsdal (from July 4, 2023 until March 14, 2024),

Claudia Riedl (until July 3, 2023) and Erich Platzer. The task of the investor relations committee was to oversee and

advise the Board on the Company’s investor relations activities and investor relations communications with exist-

ing, potential and former shareholders of the Company, as well as members of the broader financial community. The

responsibilities have been transferred to the entire non-executive board as of the end of March 2024.

1.8.5

Meeting participation

The table below shows the meeting participation per committee⁴or board meeting:

Name

Board

Audit Committee

Anne Doering

12/12¹

–

Charlotte Lohmann

11/12

4/4

Claudia Riedl

12/12

4/4

Erich Platzer

12/12

–

Florian Schmid

2/12²

–

Frank Weber

12/12

–

Kugan Sathiyanandarajah

2/12³

–

Michael Schaeffer

12/12

–

Morten Karsdal

2/12³

–

Samir Shah

10/12

4/4

Appointment as CFO as of March 1, 2024

Resignation as CFO as of February 29, 2024

Resignation on March 14, 2024, as non-executive directors of the Company

Dissolution of the CC, the N&CGC and the IRC effective March 28, 2024; there were no meetings of these

committees in 2024.

1.8.6

Allocation of profits

According to the articles, the board shall determine the amount of profits accrued in a financial year that shall

be added to the reserves of the Company. The allocation of the remaining profits shall be determined by the General

Meeting. The board shall make a proposal for that purpose. Distribution of profits shall be made after adoption of

the annual accounts if permissible under the laws of the Netherlands given the contents of the annual accounts.

1.9

Shareholders and the general meeting

1.9.1

Introduction

The general meeting should be able to exert such influence on the policies of the board that it plays a fully-

fledged role in the system of checks and balances in the Company. As good corporate governance practice, the

Company promotes the fully-fledged participation of shareholders in the decision-making in the General Meeting.

1.9.2

Stakeholder dialogue

At Vivoryon Therapeutics, a key principle of corporate communication is to inform institutional investors, pri-

vate shareholders, financial analysts, employees and all other stakeholders simultaneously and fully of the Com-

pany’s situation through regular, transparent and timely communication. Shareholders have immediate access to the

information provided to financial analysts and similar recipients. The Company is committed to a fair information

policy.

1.9.3

Shares and shareholdings

The authorized share capital (maatschappelijk kapitaal) amounts to EUR 600,000 divided into 60,000,000

common shares, each with a nominal value of EUR 0.01, numbered 1 through 60,000,000. The Company`s issued

share capital amounts to EUR 260,668.

Shares may be issued pursuant to a resolution of the General Meeting or of the board if and insofar as the board

has been designated for that purpose pursuant to a resolution of the General Meeting for a fixed period, not exceed-

ing five years. On such designation the number of Shares which may be issued must be specified. The designation

may be extended, each time for a period not exceeding five years. Unless the designation provides otherwise, it may

not be withdrawn. A resolution of the General Meeting to issue Shares or to designate the board as the competent

body to issue Shares can only be adopted at a proposal by the board. In addition, pursuant to article 40 of the Com-

pany’s articles of association the board has been (i) designated as the body of the Company authorized to issue

Shares and grant rights to subscribe for Shares (including but not limited to any options, warrants, or convertible

loans or bonds entitling the holder thereof to subscribe for Shares) and (ii) to limit or exclude pre-emptive rights

upon issuance of Shares, for a period of five years that will end on November 27, 2025, which designation applies to

100 % of the Shares of the Company’s authorized capital as this reads or will read from time to time.

Upon issuance of Shares, each Shareholder shall have a pre-emptive right in proportion to the aggregate nomi-

nal value of his Shares, subject to the provisions of article 7 of the articles of association. Shareholders shall have a

similar pre-emptive right if rights are granted to subscribe for Shares.

The Company’s capital and voting rights are notified to the AFM. Shareholders notify the AFM when their

holding or short position reach, exceed or fall below certain thresholds between 3 and 95 %. The reporting by the

Company and significant shareholders can be found at https://www.afm.nl/en/sector/registers.

Pursuant to the register kept by the AFM, through December 31, 2024, the below table specifies the persons

having notified a substantial holding, i.e. a holding of 3 % or more, in the share capital or voting rights of the Com-

pany (i.e. at December 31, 2024 782,004 or more shares/voting rights):

Voting

rights

capital

Date of transaction

Den Danske Forskningsfond

1,999,547

7.67%

October 10, 2022

T&W Holding A/S

1,891,267

7.26%

June 6, 2024

C. Christiansen

1,597,837

6.13%

March 15, 2024

1.9.4

Quorum and voting requirements

Each common share confers the right on the holder to cast one vote at the general meeting of shareholders.

Shareholders may vote by proxy. No votes may be cast at a general meeting of shareholders on shares held by the

Company or its subsidiaries or on shares for which the Company or its subsidiaries hold depositary receipts. The

Company must make a proxy form available to shareholders and others with voting rights when convening a general

meeting. As a matter of Dutch law, the board of directors must allow and facilitate that shareholders and others with

voting rights can provide the proxy to the Company by electronic means of communication (e.g., via e-mail). None-

theless, the holders of a right of use and enjoyment (vruchtgebruik) and the holders of a right of pledge (pandrecht)

in respect of shares held by the Company or its subsidiaries in the Company`s share capital are not excluded from

the right to vote on such shares, if the right of use and enjoyment (vruchtgebruik) or the right of pledge (pandrecht)

was granted prior to the time such shares were acquired by the Company or any of its subsidiaries. Neither the Com-

pany nor any of its subsidiaries may cast votes in respect of a share on which the Company or such subsidiary holds

a right of use and enjoyment (vruchtgebruik) or a right of pledge (pandrecht). Shares which are not entitled to vot-

ing rights pursuant to the preceding sentences will not be taken into account for the purpose of determining the num-

ber of shareholders that vote and that are present or represented, or the amount of the share capital that is provided

or that is represented at a general meeting of shareholders.

Decisions of the general meeting of shareholders are taken by a simple majority of votes cast, except where

Dutch law or the Articles of Association provide for a qualified majority or unanimity.

1.9.5

Powers of the general meeting

All powers that do not vest in the board pursuant to applicable law, the articles of association or otherwise, vest

in the general meeting. The main powers of the general meeting of shareholders include subject in each case to the

applicable provisions in the articles of association:

the appointment, suspension and dismissal of the directors;

the approval of certain resolutions of the board concerning a material change to the identity or the character

of the Company or its business;

the reduction of the Company's issued share capital through a decrease of the nominal value, or cancella-

tion, of shares in its capital;

the adoption of the Company's statutory Financial Statements;

the appointment of the Dutch independent auditor to examine the Company's statutory Financial State-

ments;

amendments to the articles of association;

approving a merger or demerger by the Company, without prejudice to the authority of the board to resolve

on certain types of mergers and demergers if certain requirements are met; and

the dissolution of the Company.

In addition, the general meeting of shareholders has the right, and the board must provide, any information rea-

sonably requested by the general meeting of shareholders, unless this would be contrary to an overriding interest of

the Company.

1.9.6

Annual general meeting

An AGM must be held within six months from the end of the preceding financial year of the Company. The

agenda for this AGM shall in any case contain the following business to be discussed:

discussion of the management report;

discussion and submission for advisory vote of the remuneration report (Section 2:135b DCC);

discussion and adoption of the annual Financial Statements;

discussion of the reservation and dividend policy, allocation of profits; and

release from liability of directors.

appointment of the external auditor

1.9.7

Extraordinary general meeting

Other general meetings may be convened by the board as often as the board deems necessary. Shareholders

and/or persons with meeting rights alone or jointly representing in the aggregate at least one-tenth of the Company’s

issued capital may request the board in writing to convene a general meeting, stating specifically the business to be

discussed (with due observance of the procedure set out under below). If the board has not given proper notice of a

general meeting within two weeks following receipt of such request such that the meeting can be held within eight

weeks after receipt of the request, the applicants can at their request be authorized by the preliminary relief judge of

the district court to convene a meeting.

A general meeting must also be held within three months after the board has decided that it is likely that the

Company's equity has decreased to or below 50 % of its paid up and called up share capital.

Each general meeting must be held in Amsterdam or Schiphol (‘Haarlemmermeer’).

For purposes of determining who have voting rights and/or meeting rights at a general meeting of shareholders

under Dutch law, the board may set a record date. The record date, if set, shall be the 28th day prior to that of the

general meeting. Under Dutch law, those who have voting rights and/or meeting rights on the record date and are

recorded as such in one or more registers designated by the board shall be considered to have those rights at the gen-

eral meeting of shareholders, irrespective of any changes in the composition of the shareholder base between the

record date and the date of the meeting. The articles of association require shareholders and others with meeting

rights to notify the Company of their identity and their intention to attend the general meeting of shareholders. This

notice must be received by the Company ultimately on the date specified in the notice of the meeting.

1.9.8

General meetings

General meetings must be convened by an announcement published in a Dutch daily newspaper with national

distribution. The notice must state the agenda, the time and place of the meeting, the record date (if any), the proce-

dure for participating in the general meeting by proxy, as well as other information as required by Dutch law. The

notice must be given at least 15 calendar days prior to the day of the meeting. The agenda for the annual general

meeting shall include, among other things, the adoption of our statutory annual accounts, appropriation of our profits

and proposals relating to the composition of the board, including the filling of any vacancies. In addition, the agenda

shall include such items as have been included therein by the board. The agenda shall also include such items re-

quested by one or more shareholders or others with meeting rights under Dutch law representing at least 3% of our

issued share capital. These requests must be made in writing or by electronic means and received by us at least 60

days before the day of the meeting. No resolutions shall be adopted on items other than those that have been in-

cluded in the agenda.

In accordance with the Code, shareholders who have the right to put an item on the agenda for our general

meeting or to request the convening of a general meeting shall not exercise such rights until after they have con-

sulted the board. If exercising such rights may result in a change in our strategy (for example, through the dismissal

of one or more of our directors), the board must be given the opportunity to invoke a reasonable period of up to 180

days to respond to the shareholders’ intentions. If invoked, the board must use such response period for further de-

liberation and constructive consultation, in any event with the shareholder(s) concerned and exploring alternatives.

At the end of the response time, the board shall report on this consultation and the exploration of alternatives to our

general meeting. The response period may be invoked only once for any given general meeting and shall not apply

(i) in respect of a matter for which either a response period or a statutory cooling-off period (as discussed below) has

been previously invoked or (ii) in situations where a shareholder holds at least 75% of our issued share capital as a

consequence of a successful public bid.

Moreover, the board can invoke a cooling-off period of up to 250 days when shareholders, using their right to

have items added to the agenda for a general meeting or their right to request a general meeting, propose an agenda

item for our general meeting to dismiss, suspend or appoint one or more directors (or to amend any provision in our

articles of association dealing with those matters) or when a public offer for our company is made or announced

without our support, provided, in each case, that the board believes that such proposal or offer materially conflicts

with the interests of our company and its business. During a cooling-off period, our general meeting cannot dismiss,

suspend or appoint directors (or amend the provisions in our articles of association dealing with those matters) ex-

cept at the proposal of the board. During a cooling-off period, the board must gather all relevant information neces-

sary for a careful decision-making process and at least consult with shareholders representing 3% or more of our

issued share capital at the time the cooling-off period was invoked, as well as with our Dutch works council (if we

or, under certain circumstances, any of our subsidiaries would have one). Formal statements expressed by these

stakeholders during such consultations must be published on our website to the extent these stakeholders have ap-

proved that publication. Ultimately one week following the last day of the cooling-off period, the board must pub-

lish a report in respect of its policy and conduct of affairs during the cooling-off period on our website. This report

must remain available for inspection by shareholders and others with meeting rights under Dutch law at our office

and must be tabled for discussion at the next general meeting. Shareholders representing at least 3% of our issued

share capital may request the Enterprise Chamber for early termination of the cooling-off period. The Enterprise

Chamber must rule in favor of the request if the shareholders can demonstrate that:

the board, in light of the circumstances at hand when the cooling-off period was invoked, could not reason-

ably have concluded that the relevant proposal or hostile offer constituted a material conflict with the inter-

ests of our company and its business;

the board cannot reasonably believe that a continuation of the cooling-off period would contribute to care-

ful policy-making; or

other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been

activated during the cooling-off period and have not since been terminated or suspended within a reasona-

ble period at the relevant shareholders’ request (i.e., no ‘stacking’ of defensive measures).

1.9.9

Shareholder meetings in 2024

Annual general meeting on June 21, 2024

The Company’s AGM took place on June 21, 2024. 7,375,843 shares (28.3% of the share capital) were repre-

sented. The shareholders approved all agenda items with a large majority, including:

Advisory vote on the remuneration report 2023 (99.28% of the votes was in favor),

Adoption of the annual accounts for the year 2023 (adopted with 99.99% of the votes),

The release from liability of the Company’s executive and non-executive directors (both adopted with

99.83% of the votes),

The re-appointment of KPMG Accountants NV. as auditor for the financial year 2024 (adopted with

99.99% of the votes),

The authorization to acquire own shares (adopted with 99.99% of the votes),

The amendment of the Company’s articles of association (adopted with 99.99% of the votes),

The re-appointment of Dr. Michael Schaeffer as executive director (adopted with 94.06% of the votes),

The remuneration of the non-executive directors (adopted with 93.52% of the votes).

1.9.10 Anti-Takeover Provisions

Under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch

law and Dutch case law. In this respect, certain provisions of our articles of association may make it more difficult

for a third-party to acquire control of us or effect a change in the composition of the board. These include:

a provision that our directors can only be appointed on the basis of a binding nomination prepared by the

board which can only be overruled by a two-thirds majority of votes cast representing more than half of our

issued share capital;

a provision that our directors can only be dismissed by the general meeting by a two-thirds majority of

votes cast representing more than half of our issued share capital, unless the dismissal is proposed by the

board in which latter case a simple majority of the votes cast would be sufficient;

a requirement that certain matters, including an amendment of our articles of association, may only be re-

solved upon by our general meeting if proposed by the board.

Dutch law also allows for staggered multi-year terms of our directors, as a result of which only part of our di-

rectors may be subject to appointment or re-appointment in any given year.

Furthermore, the board may, under certain circumstances, invoke a reasonable period of up to 180 days to re-

spond to certain shareholder proposals or a statutory cooling-off period of up to 250 days to respond to certain

shareholder proposals or a hostile bid (as explained above).

1.10 Remuneration report

This remuneration report (the Remuneration Report) gives an overview of the remuneration of the board in

2024 and explains how this relates to the policy of the Company on the remuneration of its board (the Remuneration

Policy) as adopted at the EGM on September 15, 2023. This Remuneration Report has been prepared in line with

Section 2:135b Netherlands Civil Code and best practice provision 3.4.1 of the code and is separately made availa-

ble on the Company’s website.

The General Meeting’s advisory vote relating to the previous remuneration report was considered when prepar-

ing this Remuneration Report.

1.10.1 Remuneration policy

With due observance of the Remuneration Policy, the authority to establish remuneration and other conditions

of employment for executive directors is vested in the board. The executive directors shall not take part in the dis-

cussions and decision-making by the board in relation to the establishment of the remuneration and other conditions

of employment of the executive directors.

As indicated in the articles of association and in this Remuneration Report (Note 9.3 Related Party Relation-

ship), the Remuneration Policy was adopted by the General meeting on June 21, 2023, at the proposal of the board.

The Remuneration policy can be found on the Company’s website www.vivoryon.com/corporate-governance/.

1.10.2 Remuneration for executive directors

1.10.2.1 Amount and structure

The annual remuneration for the executive directors has the following components:

fixed compensation, comprising an annual base salary and possibly also (optional) benefits for the capacity

of executive director, such as medical insurance, retirement benefits, travel expenses and/or representation

allowances;

variable compensation, comprising an annual performance-based compensation (depending on achievement

of individual management corporate / management goals as defined on an annual base respectively);

and may also comprise Share-based compensation.

1.10.2.2 Fixed remuneration

The amount of the fixed compensation depends on the executive director’s function and responsibilities as well

as on what is common in the industry and in the market, especially in comparison with similar listed companies in

the biotechnology sector. The fixed remuneration is paid out as a monthly salary.

1.10.2.3 Variable remuneration

The variable compensation consists of annual performance-based compensation measured in terms of one year.

The remuneration package of the executive directors is designed to be weighted towards fixed pay and benefits. This

allocation does not consider share option expenses.

Pursuant to Dutch law, the variable remuneration of the executive directors may be reduced, or executive direc-

tors may be obliged to pay (part of) their variable remuneration to the Company if certain circumstances apply:

test of reasonableness and fairness – pursuant to Dutch law, any variable remuneration payable to an execu-

tive director may be adjusted by the board to an appropriate level if payment of the variable remuneration

were to be unacceptable according to the criteria of reasonableness and fairness; or

claw back – the board will have the authority under Dutch law to recover from an executive director any

variable remuneration paid based on incorrect financial or other data.

1.10.2.4 Share based remuneration

Where the Company has awarded share-based remuneration, the following applies:

such share-based remuneration has the form of options for shares or other awards like SARs (stock appreci-

ation rights), restricted stock, RSUs (restricted stock units) performance awards or other share-based

awards;

these options for shares or other warrants may not be transferred, pledged or otherwise encumbered;

the share options can be exercised during applicable exercise periods after the achievement of performance

and vesting conditions as described in note 8.11 ‘Share based payments’ to the Financial Statements;

no additional holding periods apply to option for shares or shares acquired upon exercise of options for

shares, unless determined differently upon the grant of the options for shares in accordance with the provi-

sions of the respective share option plan; and

the share-based remuneration contributes to the Company’s business strategy, long-term interests, and sus-

tainability by creating an alignment of long-term interests between the Company and its directors.

1.10.2.5 Contribution to long term performance and value creation

The remuneration of the executive directors is consistent with and supports the strategy of the Company. The

remuneration also supports the ongoing efforts of the Company aimed at improving the overall performance, facili-

tating growth and sustainable success, and enhancing the other long-term value and interests of the Company, as it

has been designed to provide remuneration packages that are competitive to attract the required executive and non-

executive talent and expertise for reaching these objectives in accordance with the Company’s long-term strategy.

As a result of the foregoing, the remuneration is aimed to enable the Company to compete in a global market, in-

cluding the challenging US labor market, to attracting both the required top talent to execute the Company’s long-

term strategy and the required non-executive directors’ expertise to effectively supervise such execution, creating

long-term value and sustainable growth in the best interest of the Company and all its stakeholders.

1.10.2.6 Evolution of the company`s performance

The following table shows the performance of the Company`s share price in 2024 and the preceding four years

compared to stock indices of the industry and thus describes the effectiveness of performance targets addressed by

the Remuneration Policy.

2024

2023

2022

2021

2020

kEUR

Euronext next biotech

3,041

2,174

2,312

2,781

2,791

Year-on-year difference %

40%

(6) %

(17) %

0 %

(6) %

Nasdaq Biotechnology

4,311

4,371

4,213

4,729

4,759

Year-on-year difference %

(1) %

4 %

(11) %

(1) %

26 %

Vivoryon Therapeutics N.V.

1.99

8.14

10.32

19.00

9.01

Year-on-year difference %

(76) %

(21) %

(46) %

111 %

66 %

1.10.2.7 Executive directors` remuneration

A detailed listing of the individual remuneration of the executive directors is presented in the tables below.

Health

Variable

Propor-

insur-

Total

perfor-

Total

Share-

tion of

Fixed

ance

Direct

fixed

mance-

base

based

Total

fixed

compen-

insur-

compen

compen compen- compen-

contri-

compen-

sation

ance

-sation

-sation sation

bution

sation

sation*

sation**

Frank Weber, CEO, since Aug 14, 2023

2024

256

—

256

342

806

1,148

75%

2023

—

111

278

389

78%

2022

—

Anne Doering, CS&IRO, since Aug 14, 2023, CFO since March 1, 2024

2024

231

—

237

303

619

922

78%

2023

—

186

282

82%

2022

—

Michael Schaeffer, CBO

2024

263

273

352

225

577

77%

2023

250

260

325

598

923

80%

2022

250

260

315

745

1,060

83%

Former board members

Ulrich Dauer, CEO, until Aug 13, 2023

2023

180

—

183

—

183

937

1,120

100%

2023

***394

—

394

—

394

—

394

—

2022

290

—

295

373

910

1,283

78%

Florian Schmid, CFO, from Apr 1, 2021 until February 29, 2024

2024

—

100%

2024

***10

—

2023

230

—

235

376

648

86%

2022

215

—

220

711

962

88%

sbp is not a “realized compensation”-component as contingent on success and share price performance

** excluding share-based compensation expenses

*** severance payment

1.10.2.8 Share based remuneration

On January 9 and June 6 during financial year 2024 the executive directors were awarded with share-based

compensation through grants of respectively 375,000 and 380,000 share options from the LTIP 2021. We refer to

note ‘8.11 Share based payments’ to our 2024 Financial Statements.

1.10.2.9 Change in remuneration

The table below provides an overview of the annual compensation of each individual director for the financial

year 2024 and the preceding four years. The amounts in the table below include fixed compensation and where ap-

plicable, variable and share-based compensation.

2024

2023

2022

2021

2020

kEUR

executive directors

Frank Weber, since Aug 14, 2023

1,148

389

—

(4.5 months in 2023)

Year-on-year difference %

n/a

—

Anne Doering, since Aug 14, 2023

922

282

—

(4.5 months in 2023)

Year-on-year difference %

n/a

—

Michael Schaeffer

577

923

1,060

1,189

348

Year-on-year difference %

-37%

-13%

-11%

242 %

0 %

Former board members

Ulrich Dauer, until Aug 13, 2023

(8.5 months in 2023)

—

1,514

1,283

1,241

383

Year-on-year difference %

18 %

3 %

224 %

-28%

Florian Schmid, until Feb 29, 2024,

(9 months in 2021)

648

962

185

—

Year-on-year difference %

-86.6%

-32.6%

420 %

—

Total executive directors

2,734

3,756

3,306

2,615

731

Year-on-year difference

-27%

14 %

26 %

258 %

-17%

non-executive directors

Total non-executive directors

449

1,514*

1,239

200

195

Year-on-year difference %

-70%

22 %

520 %

3 %

86 %

* Severance pay of EUR 240 thousand to former non-executive board members is not included in above ta-

ble for the year 2023.

1.10.2.10 Liability insurance and indemnity

The Company maintains D&O (Directors and Officers) insurance where all the executive directors are in-

cluded, with a reasonably retained amount.

Pursuant to article 23 of the Company’s articles of association, executive directors are indemnified, held harm-

less and reimbursed by the Company for all expenses, financial effects of judgements, fines and amounts paid in

settlement actually and reasonably incurred by him in connection with an action, suit, proceeding or investigation

against him in his capacity as executive director.

1.10.2.11 Shareholdings of executive directors

According to the information available to the Company as of December 31, 2024, the executive directors held

less than 1 % of the shares of the Company.

1.10.2.12 Compliance with remuneration policy

The remuneration of the executive directors over the financial year 2024 fully complies with the Remuneration

Policy as adopted by the General meeting on September 15, 2023.

1.10.2.13 Scenario analysis

The board (whereby the executive directors have not taken part in the discussions and decision-making by the

board) have performed - before determining the remuneration of individual executive directors - analyses of the

possible results of the variable remuneration components and the way in which this affects the remuneration of the

executive directors. The board has also considered whether scenario analyses result in appropriate levels of remu-

neration, and whether measures are required to limit the remuneration. In these analyses during the year and at year-

end, the various sub-target achievements were discussed, and the individual and overall target achievement was

compared with the overall development of the Company as well as the development of appropriate benchmarks. Ad-

justments were made in the event of improbable target achievements.

1.10.2.14 Performance assessment

The variable compensation of the executive directors is determined by the board (whereby the executive direc-

tors have not taken part in the discussions and decision-making by the board) based on an annual performance as-

sessment and professional judgement. The variable remuneration is linked to the performance against a set of finan-

cial and non-financial targets that is consistent with and supportive of the strategy and long-term interests of the

Company. These targets include, among other topics, performance, business development, strategy, investor rela-

tions and general management. Risk alignment is also embedded in the target setting to promote sound and effective

risk management. The variable remuneration is paid out according to how the Company’s business develops, the

scope of the individual executive director's achievement, as well as the realization of the Company's general objec-

tives.

After the end of the financial year 2024, the board has assessed to what extent the financial and non-financial

targets have been met and determined the amounts of the variable remuneration of each of the executive directors.

The board has determined that over the financial year 2024, Frank Weber is entitled to a variable compensation of

EUR 86 thousand, Anne Doering is entitled to a variable compensation of EUR 66 thousand and Michael Schäffer is

entitled to a variable compensation of EUR 79 thousand (former board member: Florian Schmid nil).

1.10.3 Remuneration for non-executive directors

From the Company's perspective, it should especially be in the non-executive directors’ interest to focus on the

Company's sustainable and long-term successful development. As such, the Company believes that fixed remunera-

tion for the non-executive directors is effective. Regardless of their remuneration, all executive directors are entitled

to reimbursement for their travel expenses.

1.10.3.1 Remuneration

For the financial year 2024, the non-executive directors were entitled to the following remuneration.

Base

Committee

Share-based

compensation

Total

kEUR

Erich Platzer

Chair

105

Charlotte Lohmann

Member of the audit committee

Claudia Riedl

113

Chair of audit Committee

Samir Shah

Member of the audit committee

136

Total compensation

190

230

449

During the financial year 2024 there have been 12 Board meetings and 4 Audit Committee meetings. For fur-

ther elaboration related to the Board, the committees and the meeting participation, please see — “1.8.3 Board”,

“1.8.4. Committees” and “1.8.5 Meeting participation”.

1.10.3.2 Share based remuneration

Where the Company has awarded share-based remuneration for non-executive directors, the same applies as

described under ‘1.10.2.4 Share based remuneration’. Both in June 2024 as in June 2022 the non-executive directors

were awarded with share-based compensation through a grant of share options from the LTIP 2021.

1.10.3.3 Liability insurance and indemnity

The Company maintains D&O insurance where all the non-executive directors are included. Pursuant to article

23 of the Company’s articles of association, non-executive directors are indemnified, held harmless and reimbursed

by the Company for all expenses, financial effects of judgements, fines and amounts paid in settlement actually and

reasonably incurred by them in connection with an action, suit, proceeding or investigation against them in their ca-

pacity as non-executive director.

1.10.3.4 Shareholdings of non-executive directors

According to the Company’s information as of December 31, 2024, the non-executive directors held a total of

approximately 1.4 % of the Company's shares.

1.10.4 Pay ratio

Following the best practice provision 3.4.1 of the Code, the Company discloses the pay ratio between the

executive directors and that of a representative reference group of employees of the Company. If applicable,

any important variation in the pay ratios in comparison with the previous financial year is explained. The cal-

culation of the pay ratios is based on the average of the remuneration received by the employees of the Com-

pany, excluding directors. The remuneration of the employees of the Company taken into account was the en-

tire remuneration received during the year concerned. For executive directors both fixed and variable remunera-

tion components were considered when determining the pay ratio for a given year. To allow comparison highly vol-

atile expenses from share-based compensation were excluded.

The average executive director-to-employee pay ratio 2024 with 3.41 has increased by 0.33, +9% com-

pared to 2023. The increase is essentially caused by the fact that the CEO’s remuneration was lifted to 80%

(0.8 FTE) from January 1, 2024.

2024

2023

2022

2021

2020

kEUR

Average remuneration of executive directors

354

302

313

307

364

Average remuneration per FTE

104

Pay ratio

3.41

3.08

3.26

3.41

3.71

Pay-ratio, year-on-year difference %

(5.5)%

(4.4)%

(8.1)%

(27.3)%

The full-time equivalence (FTE) of each employee (excluding directors) is calculated based on the num-

ber of hours worked by the employee in each period, compared to the maximum number of hours/period al-

lowed as per the local law prevalent in the country of operation. On December 31, 2024, the Company had

13.6 FTEs (including 2.8 FTEs for directors).

2024

2023

2022

2021

2020

kEUR

FTE

Average remuneration per FTE

104

Year-on-year difference %

1 %

7 %

(8) %

20 %

1.11 Diversity and inclusion

The Company has a diversity policy with respect to the composition of the board. This is the diversity policy of

the Company as prepared by the non-executive directors in accordance with best practice provision 2.1.5 of the

Code. The board recognizes the importance of diversity and inclusion within the board and believes that the Com-

pany’s business gains from a wide range of skills and a variety of different backgrounds. A diverse composition of

the board contributes to a robust decision-making and proper functioning of the board. The board furthermore recog-

nizes that diversity and inclusion should not be limited to the board but should extend to all areas of the Company’s

business, including but not limited to other key leadership positions. However, the importance of diversity and in-

clusion, in and of itself, should not set aside the overriding principle that someone should be recommended, nomi-

nated, and appointed for being ‘the right person for the job’, to the extent permitted by law. The Company believes

that it is important for the board to represent a diverse composite mix of personal backgrounds, experiences, qualifi-

cations, knowledge, abilities and viewpoints. The Company seeks to combine the skills and experience of long-

standing members of the board with the fresh perspectives, insights, skills, and experiences of new members.

In accordance with section 2:142b DCC, as long as the number of non-executive directors does not for at least

one third consist of men and for at least one third of women, a person whose appointment does not make the ratio of

male and female more balanced cannot be appointed as a non-executive director, unless there is a reappointment

within eight years after the year of appointment or in exceptional circumstances as referred to in section 2:135a (5)

DCC. In addition, under the Company's diversity policy, to the extent possible and practicable, the Company intends

for the composition of the board to be such that at least one third of the non-executive directors are men and at least

one third of them are women, consistent with applicable Dutch law. Given the limited headcount, the Company has

no defined group of employees in managerial positions for which it has defined target figures on 31 December 2024

and therefore considers target figures on all employees as a whole. As of 31 December 2024, 8 employees (53 %)

were women, and 7 employees (47%) were men. In addition to age and gender, the Company recognizes and wel-

comes the value of diversity with respect to nationality, background: education, background: (work) experience and

skills/knowledge: listed company experience. The Company is committed to seeking broad diversity in the composi-

tion of the board and its employees and will consider these attributes when evaluating new candidates in the best

interests of the Company and its stakeholders. In terms of experience and expertise, the Company intends for the

board to be composed of individuals who are knowledgeable in one or more specific areas detailed in the Company's

diversity policy.

The composition of the non-executive directors (one half of the non-executive directors are female and one half

of the non-executive directors are male) is in line with the requirements of section 2:142b DCC. In 2024, there were

no vacancies in the board. As part of our strategy, diversity is a key focus area and business priority embedded in the

operational plans.

1.12 Company culture

Vivoryon Therapeutics N.V. is generally committed to the goal of embracing its business and social responsi-

bility in a manner reflecting the highest degree of integrity and honesty. At the same time, the Company counts 15

employees as of December 31, 2024, spread over 2 locations, and including 3 board members. Out of the 8 women

that work for the Company, one is also a member of the Company's board of directors. To achieve such a challeng-

ing goal a healthy corporate culture is a basic requirement, which evolves on a continuous basis and is therefore sub-

ject to changes. Despite the small team, such culture is implicitly enhanced through short and effective communica-

tion channels. Furthermore, a basic framework of relevant regulations, e.g., Code of Conduct or Board-Diversity

Policy, is intended to ensure a healthy culture, describing the conduct standard the Company expects from itself and

its Employees and Officers. It reflects the values of the Company, is testament to the Company’s commitment to

ethical, lawful and responsible conduct in doing business and contributes to the Company's objectives on sustainable

long-term value creation.

1.13 Compliance with the Dutch corporate governance code

The Company is incorporated under Dutch law and adheres to the Code. The Code contains best practice provi-

sions that apply to the Company’s corporate governance structure. Except as set out below, the Company complies

with the principles and best practice provisions of the code:

Communication on sustainable long-term value creation – principle 1.1.4: In this Management report, the

Board has provided a more detailed explanation of its view on [sustainable] long-term value creation and

the strategy to realize this and has described the contributions made to [sustainable] long-term value crea-

tion in the past financial year. In deviation from the second sentence of BPP 1.1.4, the Board has not quan-

tified the impact of the Company's products, services and activities on people and the environment, but it

shall of course comply with the requirements under the Corporate Sustainability Reporting Directive when

such legislation shall become applicable in respect of the Company.

Stakeholder Dialogue (principle 1.1.5); the company is in the process of establishing a corresponding pol-

icy.

Internal audit function (principle 1.3): The Company has not established an internal audit department. The

non-Executive directors and the audit committee will remain involved in the execution of the internal audit

function as stipulated in best practice provisions (bpp) 1.3.1 to 1.3.5. The board is of the opinion that ade-

quate alternative measures have been taken in the form of the Company's risk management and control sys-

tems, as outlined elsewhere in this report, and that it is presently not necessary to establish an internal audit

function.

Appointment and dismissal - principle 1.3.1, assessment of the internal audit function bbp 1.3.2, Internal

audit plan bbp 1.3.3, performance of work 1.3.4, Reports of findings bpp 1.3.5: The Company has not es-

tablished an internal audit department. We refer to our explanation under principle 1.3.

Company secretary principle 2.3.10: Given its limited size and as the lines of communication between the

directors are short and the procedures of the board are fairly straight forward, during the financial year to

which this report relates, the board has decided not to appoint a company secretary.

Remuneration policy proposal principle 3.1.1, remuneration committee’s proposal 3.2.1: The Company has

a one-tier board, and therefore, the board as a whole proposes the remuneration policy, based on a recom-

mendation of the non-executive directors.

Remuneration – supervisory board (principle 3.3): The Company has a one-tier board. Therefore, the board

as a whole proposes remuneration for its non-executive directors to the general meeting.

Remuneration report (principle 3.4.1): Due to the Company’s one tier board structure, the Remuneration

Report is prepared by the board as a whole.

Majority requirements for dismissal and overruling binding nominations principle 4.3.3: The directors are

appointed by the general meeting upon the binding nomination by the board. The general meeting may only

overrule the binding nomination by a resolution passed by a two thirds majority of votes cast, provided

such majority represents more than half of the Company's issued share capital. In addition, except if pro-

posed by the board, the directors may be suspended or dismissed by the general meeting at any time by a

resolution passed by a two thirds majority of votes cast, provided such majority represents more than half

of the Company's issued share capital. The possibility of convening a new general meeting as referred to in

Section 2:120(3) DCC in respect of these matters has been excluded in the articles of association. The

Company believes that these provisions support the continuity of the Company and its business and that

those provisions, therefore, are in the best interests of the shareholders and the other stakeholders.

Report by the Vivoryon’s non-executive members of the board

2.1

Introduction

The Company’s non-executive directors are entrusted with supervising the performance by the members of the

board of their respective duties. The board also acts as a collegial body and as such, the board discussed and budg-

eted for the coming financial year. Also, at least once a year, the board monitors the design and operation of the in-

ternal risk management and control systems and carries out a systematic assessment of their design and effective-

ness operation. This monitoring covers all material control measures relating to strategic, operational, compliance

and reporting risks. Attention is given to observed weaknesses, instances of misconduct and irregularities, indica-

tions from whistleblowers, lessons learned and findings from the auditor.

For information on the composition and profile of our non-executive board members, please refer to section

1.8.3.2 of this report. For information on the attendance at meetings of our non-executive board members, please

refer to section 1.8.5 of this report.

2.2

Independence

A non-executive director shall not be considered independent from the Company if one of the criteria as in-

cluded in best practice provision 2.1.8 of the code applies to him, her, or his or her spouse, registered partner or

other life companion, foster child or relative by blood or marriage up to the second degree. The board shall function

independently from any instructions by third parties outside the Company. The composition of the board shall be

such that the non-executive directors are able to operate independently and critically vis-à-vis one another, the exec-

utive directors and any interests involved. In particular, the following criteria apply to the non-executive directors:

at most one non-executive board member is not independent pursuant to best practice provision 2.1.8 sec-

tions (i) to (v) inclusive of the Code;

less than half of the total number of non-executive board members is not independent pursuant to best prac-

tice provision 2.1.8 of the Code; and

for each shareholder or group of affiliated shareholders who directly or indirectly hold more than 10 % of

the shares in the Company, there is at most one non-executive board member who can be considered to be

affiliated with or representing them as stipulated to in best practice provision 2.1.8 sections (vi) and (vii) of

the Code.

All non-executive directors are independent within the meaning of the Code.

2.3

Board profile

The size and composition of the board, including the number and the selection of non-executive directors, are

established in conformity with the board profile available on the Company’s website. The non-executive directors

aim to ensure a diverse composition that contributes to the proper functioning of the board. To meet the board’s di-

versity targets as laid down in its diversity policy, diversity aspects should be considered and taken into account.

The board profile and diversity policy can be found on the Company’s website https://www.vivoryon.com/corpo-

rate-governance/.

2.4

Evaluation

The board is responsible for the quality of its own performance. It discusses, once a year, without the presence

of the executive directors, its own performance, as well as the performance of its individual members, its commit-

tees, the executive directors, and its individual members.

Performance of the executive directors for 2024 was discussed without the presence of the executive directors

among the non-executive directors and finally evaluated in a circular decision of the board in the first half of Febru-

ary 2025.

In addition, the non-executive directors conducted an evaluation through a self-assessment regarding their own

performance in 2024. The self-assessment was based on a detailed questionnaire that was completed by all non-ex-

ecutive directors. The feedback from the individual directors was summarized and subsequently evaluated. In the

questionnaire specific attention was given to the functioning of the audit committee, functioning and performance of

the entire board, interaction with the executive directors, ethics, compliance, long-term value creation and the exter-

nal auditor. The non-executive directors concluded that they are operating well, with open discussions and construc-

tive contributions from all members. It assessed the expertise of the individual members and whether the combined

expertise is in line with the characteristics of the Company and its business. No suggestions were made for further

improvement.

For 2024, the board’s performance evaluation resulted in a positive assessment of the board and its individual

members.

Financial Statements

Index to Financial Statements

Annual Financial Statements

Page

Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024, and 2023

Statements of Financial Position as of December 31, 2024 and 2023

Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to the Financial Statements

Vivoryon Therapeutics N.V. Financial Statements

Statement of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and

2023

Note

2024

2023

in kEUR, except for share data

Revenue

—

(3,620)

7.1

Cost of Sales

—

525

7.1

Gross profit

—

(3,095)

Research and development expenses

(14,058)

(17,637)

7.2

General and administrative expenses

(6,903)

(8,600)

7.3

Other operating income

—

495

7.5

Other operating expense

(3)

—

7.5

Operating loss

(20,964)

(28,837)

Finance income

482

726

6.16, 7.6

Finance expense

(86)

(465)

6.16, 7.6

Finance result

396

261

Result before income taxes

(20,568)

(28,576)

Income taxes

—

234

6.17, 7.7

Net loss for the period

(20,568)

(28,342)

Items not to be reclassified subsequently to profit or loss

Remeasurement of the net defined benefit pension liability

(12)

(76)

6.11, 8.12

Total other comprehensive (loss) / income

(12)

(76)

Comprehensive loss

(20,580)

(28,418)

Loss per share in EUR (basic and diluted)

(0.79)

(1.12)

6.19, 8.10.2

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

Vivoryon Therapeutics N.V.

Statements of Financial Position as December 31, 2024, and 2023

Notes

2024

2023

in kEUR

Assets

Non-current assets

Property, plant and equipment

6.7, 8.1

Intangible assets

865

941

6.8, 8.2

Right-of-use assets

100

6.18, 8.3

Other non-current assets

228

—

8.8

Total non-current assets

1,217

1,017

Current assets

Financial assets

10,165

8.7

Other current assets and prepayments

639

1,085

8.8

Cash and cash equivalents

9,365

18,562

6.5, 8.9

Total current assets

10,067

29,812

TOTAL ASSETS

11,284

30,829

Equity

Share capital

261

26,067

6.6, 8.10

Share premium

161,477

135,671

Other capital reserves

15,777

13,599

6.10, 8.11

Accumulated other comprehensive loss

(268)

(256)

8.10.1

Accumulated deficit

(169,367)

(148,799)

Total equity

7,880

26,282

Non-current liabilities

Pension liability

1,317

1,353

6.11, 8.12, 8.13

Provisions long-term

647

6.12, 8.15

Lease liabilities

—

6.18, 8.6

Total non-current liabilities

2,006

1,365

Current liabilities

Trade payables

1,015

2,894

6.5, 9.1

Lease liabilities

6.18, 8.6

Other liabilities

324

250

8.14

Total current liabilities

1,399

3,182

Total Liabilities

3,405

4,547

TOTAL EQUITY AND LIABILITIES

11,284

30,829

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

Vivoryon Therapeutics N.V.

Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023

Other

Accumulated

Total

capital

other compre-

capital

premium

reserves

hensive loss

deficit

equity

in kEUR

January 1, 2023

24,105

113,382

9,656

(180)

(120,457)

26,506

Net loss for the period

—

(28,342) (28,342)

Remeasurement of the net

defined benefit pension li-

—

(76)

—

(76)

ability

Comprehensive (loss) /

income

—

(76)

(28,342) (28,418)

Proceeds from the issu-

1,786

23,214

—

25,000

ance of common shares

Transaction costs of equity

—

(2,095)

—

(2,095)

transactions

Share-based payments

—

3,943

—

3,943

Proceeds from exercise of

176

1,170

—

1,346

share options

December 31, 2023

26,067

135,671 13,599

(256)

(148,799)

26,282

Net loss for the period

—

(20,568) (20,568)

Remeasurement of the net

defined benefit pension li-

ability

—

(12)

—

(12)

Comprehensive (loss) /

—

(12)

(20,568) (20,580)

income

Proceeds from the issu-

—

ance of common shares

Transaction costs of equity

—

transactions

Capital (decrease) / in-

(25,806)

25,806

—

crease

Share-based payments

—

2,178

—

2,178

Proceeds from exercise of

—

share options

261

161,477 15,777

(268)

(169,367)

7,880

December 31, 2024

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

Vivoryon Therapeutics N.V.

Statements of Cash Flows for the Years ended December 31, 2024 and 2023

Notes

2024

2023

in kEUR

Operating activities

Net loss for the period

(20,568) (28,342)

Adjustments for:

Finance result

(396)

(261)

6.16, 7.5

Depreciation and amortization

147

167

8.5

Share based payments

2,178

3,943

6.10, 8.11

Deferred income tax

—

(234)

6.17, 7.7

Reversal of Revenue and Accounts Receivable

—

3,095

7.1

Provisions

635

—

6.12, 8.15

Other non-cash adjustments

—

Changing in

Other current and non-curent assets and prepayments

218

(662)

8.7, 8.8

Pension liabilities

6.11, 8.12,

(94)

8.13

Trade payables

(1,899)

538

6.5, 9.1

Other liabilities

(17)

8.14

Interest received

526

328

Interest paid

(1)

(2)

Cash flows used in operating activities

(19,174) (21,541)

Investing activities

Purchase of plant and equipment

(2)

(14)

8.1

Purchase of intangible assets

—

(500)

Purchase of financial assets

—

(19,000)

Proceeds from sale of financial assets

10,000

9,000

Cash flows used in investing activities

9,998 (10,514)

Financing activities

Proceeds from the issuance of common shares

—

25,000

8.10

Transaction costs of equity transactions

—

(2,095)

8.10

Payment of lease liabilities

(57)

(94)

8.6

Proceeds from exercise of share options

—

1,346

8.11

Cash flows provided by / (used in) financing activities

(57)

24,157

Net decrease in cash and cash equivalents

(9,233)

(7,898)

Cash and cash equivalents at the beginning of period

18,562

26,555

6.5, 8.9

Effect of exchange rate fluctuation on cash held

(95)

9,365

18,562

Cash and cash equivalents at the end of period

6.5, 8.9

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

Vivoryon Therapeutics N.V.

Notes to the Financial Statements

Company information

Vivoryon Therapeutics N.V. is a Dutch public company with limited liability (‘Naamloze Vennootschap’) that

has its statutory seat in Amsterdam, the Netherlands and branch offices in Halle (Saale) and Munich, Germany. The

Company’s ordinary shares are listed under the ticker symbol ‘VVY’ with NL00150002Q7 on Euronext Amster-

dam, the Netherlands. The Company is registered with the name Vivoryon Therapeutics N.V. in the Trade Register

of the Netherlands Chamber of Commerce under number 81075480 (until November 28, 2020 Vivoryon Therapeu-

tics AG). The Company’s registered office and business address is Weinbergweg 22, 06120 Halle (Saale), Germany.

Vivoryon Therapeutics N.V. (hereinafter also referred to as ‘Vivoryon’ or the ‘Company’), has activities in the

areas of research, preclinical and clinical development of therapeutic drug candidates. The product pipeline cur-

rently includes several research and development programs with a focus on the inhibition of the enzyme Glutaminyl

Cyclase (‘QC’ or ‘QPCT’) and its iso-form iso-Glutaminyl Cyclase (iso-QC or QPCTL) for treating diseases with

inflammatory and/or fibrotic components, such as chronic diseases of the kidney or liver. Vivoryon Therapeutics

extended its portfolio in 2020 by acquiring patents for the further development of Meprin protease inhibitors which

have a therapeutic potential for a range of indications including acute and chronic kidney disease and multiple organ

fibrosis. The activities of the Company are carried out in Germany being the primary location for its development

activities.

The financial statements of Vivoryon Therapeutics N.V. for the year ended December 31, 2024 were author-

ized for issue by a resolution of the board of directors on April 24, 2025.

Financial reporting period

These financial statements cover the year 2024 and 2023, which started on January 1, 2024, respectively Janu-

ary 1, 2023, and ended at the balance sheet date of December 31, 2024, respectively December 31, 2023.

Going concern

The Company has evaluated whether there are certain events and conditions, also considered in the aggregate,

that may cast significant doubt about the Company’s ability to continue as a going concern.

The financial statements have been prepared on the basis that the Company will continue as a going concern,

which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course

of business. This means that the financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the

outcome of this uncertainty.

As a clinical stage biopharmaceutical company, the Company has incurred operating losses since inception. For

the year ended December 31, 2024, the Company incurred a net loss of EUR 20.6 million (including an operating

loss amounting to EUR 21.0 million, resulting in an operating cash outflow of EUR 19.2 million). As of December

31, 2024, the Company had generated an accumulated deficit of EUR 169.4 million and had an equity position

amounting to EUR 7.9 million. The Company expects it will continue to incur significant operating losses for the

foreseeable future due to, among other things, costs related to development of its product candidates and its preclini-

cal programs, strategic alliances and its administrative organization.

As of April 29, 2025, the issuance date of its annual Financial Statements 2024, the Company expects, based

on its most recent financial and business plan, that its existing cash and cash equivalents will be sufficient to fund its

operating plans into January 2026, subject to the occurrence of unforeseen circumstances and without taking into

account the recently announced SEPA as well as other potential additional financing transactions, if any. This cash

runway guidance reflects an overall reduction in cash utilization including the conclusion of the VIVIAD and

VIVA-MIND studies while prudently investing in preparing to execute on the Company’s kidney disease strategy.

The future viability of the Company beyond the current guidance is dependent on its ability to raise additional funds

to finance its operations.

In April 2025, Vivoryon entered into a Standby Equity Purchase Agreement (SEPA) of up to EUR 15 million,

with Yorkville Advisors Global, LP, an institutional investor based in New Jersey, USA. Under the terms of the

agreement, Yorkville has committed to purchasing up to EUR 15 million of ordinary shares of Vivoryon over the

course of 36 months, from the date of signing the agreement. Vivoryon has the right, but not the obligation, to sell

these ordinary shares to Yorkville in individual tranches under exclusion of the existing shareholders’ pre-emptive

rights. This amount is not included in the current cash runway guidance as the actual amount raised and timing

thereof under the SEPA are uncertain. The Company intends to use the proceeds to fund its ongoing business opera-

tions, preparations for the Phase 2b study of varoglutamstat in DKD, and make further progress on its new develop-

ment candidate, VY2149.

To date the Company has largely financed its operations through equity raises, licensing proceeds and govern-

ment grants. In the event the Company does not complete further private equity financing transactions, the Company

expects to seek additional funding through government or private-party grants, debt financing or other capital

sources or through collaborations with other companies or other strategic transactions, including partnering deals for

one or more of its product candidates. The Company is currently exploring various financing alternatives to meet its

future cash requirements, seeking additional investors, pursuing industrial partnerships, or obtaining further funding

from existing investors through additional funding rounds. Amongst others, depending on the success of the above-

described research and development activities, the Company may not be able to obtain financing on acceptable

terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of

any financing may adversely affect the holdings or rights of the Company’s shareholders.

If the Company is unable to raise further capital on acceptable terms or at all, the Company would be forced to

terminate its product development or future commercialization efforts of one or more of its product candidates or

may be forced to terminate its operations. Although management continues to pursue these plans, there is no assur-

ance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to

fund continuing operations, if at all.

Management has considered the ability of the Company to continue as a going concern. Based on the Com-

pany’s recurring losses from operations incurred since inception, expectation of continuing operating losses for the

foreseeable future, and the need to raise additional capital to finance its future operations together with the afore-

mentioned uncertainties for realizing it, as of April 29, 2025, the issuance date of the financial statements for the

year ended December 31, 2024, the Company has concluded that a material uncertainty exists that may cast signifi-

cant doubt about its ability to continue as a going concern.

Risk management system

In addition to operating business risks, Vivoryon is subject to the following risks as a result of the use of finan-

cial instruments: credit risks, liquidity risks, market risks (including exchange rate risk). The Company is in the pro-

cess of establishing a clear and effective organization to monitor and control risks. To make risks controllable from

the perspective of risk prevention, a risk management system has been implemented and is continuously being fur-

ther developed to address identified deficiencies and the different risk areas. Predefined specific individual risks are

continuously monitored using early warning signals.

The objective with respect to risk management is to define different risk management processes which make a

timely identification of risks relating to quantity, probability of occurrence and damage amounts possible, and which

provide appropriate counter measures for those who have been named responsible for the processes.

Accordingly, in connection with a risk-oriented and forward-looking management approach, Vivoryon has de-

veloped and implemented a risk management system. The implementation of a functional risk management system

is considered part of the overall leadership responsibility of management. Responsibilities are clearly assigned to the

individual organizational units which are involved in the risk management process. Risk management is responsible

for the active monitoring and controlling of the respective risk groups. Risk is reduced through risk minimization

measures undertaken and by monitoring adherence to limits.

Internal Control Over Financial Reporting

We have historically operated with limited accounting personnel and other resources with which to address our

internal controls over financial reporting. In connection with the audit in 2023 of our financial statements for prior

years, a significant control deficiency in our internal control over financial reporting was identified, primarily re-

lated to a lack of sufficient accounting and supervisory personnel to ensure proper segregation of duties between the

preparation and approval of journal entries or that allows effectively designed review controls over manual, judg-

mental and complex journal entries in the financial statement close process.

To address this significant control deficiency, the company had implemented a comprehensive remediation

plan aimed at improving the design and operational effectiveness of our internal control environment. Key measures

include enhancing the robustness of our processes through broader four-eyes principle reviews, providing additional

training to finance staff, and increasing the use of automated system-based procedures to replace manual spread-

sheet solutions.

Since 2021, the Company has made notable progress, including the appointment of a highly experienced Chief

Financial Officer to the executive board. Additionally, the Company hired an experienced VP Finance.

While significant strides have been made, fully addressing this weakness remains a work in progress. Manage-

ment indicated that, considering the size of the Company’s accounting department, it is a cost-benefit decision to

further implement additional measures to mitigate this risk. The Company continues to engage third-party specialists

as needed to assist with technical accounting, the application of new accounting standards, tax matters, and equity

instrument valuations.

Executive board members

The risk management process begins with the executive board members which, in the course of overall man-

agement, on the basis of the risk bearing potential, provide a clear definition of the strategy, the business types, ac-

ceptable and unacceptable risks as well as the total justifiable risk.

Non-Executive board members

The non-executive board members have a control function with respect to all measures for risk limitation and

risk management in the Company.

4.1

Risk groups

In connection with its business operations, Vivoryon is subject to not only operating business risks but also to a

multitude of financial risks including credit risks, liquidity risks and market risks as explained below.

4.1.1

Credit risks

Default risks exist for substantially all financial instruments recognized as assets. The amount of cash defines

the maximum default risk. To the extent that risks are identified for individual financial instruments, these are taken

into account by recording valuation adjustments.

The Company`s cash balances are held at Deutsche Bank, Landesbank Baden-Württemberg and Com-

merzbank. All three banks have a rating of bbb or better (S&P). In general, cash balances are only held with finan-

cial institutions with prime credit ratings which are subject to the depositor’s guarantee fund of German banks.

The maximum default risk for financial assets without considering credit improvements (e.g. right to offset) is

estimated at their carrying amount:

December 31,

in kEUR

2024

2023

Maximum risk of default

Current financial assets (8.7)

10,165

Cash and cash equivalents (8.9, 6.5)

9,365

18,562

9,428

28,727

Total

As of December 31, 2024, and December 31, 2023, the fair value of current financial assets was in line with the

net carrying amount. As of the reporting dates December 31, 2024, and December 31, 2023, the financial assets

were neither impaired nor overdue.

4.1.2

Liquidity risk

Liquidity risks in the narrow sense exist when the Company does not have adequate funds to settle its ongoing

payment obligations. The payment obligations result primarily from the ongoing cost of business operations and in-

vesting activities against which there are only minor cash receipts. To manage the liquidity situation during the year,

the Company utilizes financial planning instruments. As of December 31, 2024, cash and cash equivalents amounted

to EUR 9,365 thousands.

For detailed disclosures regarding going concern and liquidity requirements see note 3.

The table below presents an analysis of the remaining terms of all contractually agreed financial liabilities as of

December 31, 2024 and December 31, 2023.

Carrying

Up to 30

1 to 3

3 months

1 to 5

in kEUR

amount

days

months

to 1 year

years

December 31, 2023

Financial liabilities

Trade payables

2,894

1,275

1,030

589

—

Lease liabilities (undiscounted payments)

—

thereof lease liabilities (discounted)

—

Total

2,932

1,280

1,039

613

—

December 31, 2024

Financial liabilities

Trade payables

1,015

541

415

—

Lease liabilities (undiscounted payments)

104

102

thereof lease liabilities (discounted)

Total

1,129

556

425

106

4.1.3

Market risks

Market risks develop from a possible change in risk factors which lead to a negative change in market value of

the financial assets and liabilities which are subject to this risk factor. General risk factors such as currency risks,

risks attributable to changes in interest rates and price risks can be of relevance to the Company (see next chapters).

4.1.4

Exchange rate risks

The Company is generally currently exposed to exchange rate risks concerning cash held in USD and trade

payables denominated in USD. At December 31, 2024 the exchange rate for EUR 1 was USD 1.0389. A 5 % de-

crease of the exchange rate (1 EUR = USD 0.9870) would have increased equity or decreased net loss for the period

by EUR 0 thousands, respectively an increase by 5 % of the exchange rate (1 EUR = USD 1.0908) would have de-

creased equity or increased net loss for the period by EUR 0 thousands.

Foreign exchange risks could further develop if part of the future expenses or revenues from cooperation or

licensing agreements are realized in U.S. dollars or in another foreign currency.

4.1.5

Risk of changes in interest rates

Vivoryon does not have any variable interest-bearing assets or liabilities to a third party. As such, there is no

risk with respect to changes in interest rates. Vivoryon receives interest in EUR/USD cash holdings. Additionally,

Vivoryon has short term deposits based on fixed interest rates. Therefore, there is also no risk with respect to

changes in interest rates.

4.1.6

Price risks

At present, the financial commitments of the Company (9.2) do not contain variable price conditions and hence

do not bear price risks.

4.1.7

Capital management

The primary objective of Company’s capital management is to ensure that it maintains its liquidity to finance

its operating activities and meet its liabilities when due. Following the present projections and based on current cash,

the cash reach is into January 2026. This cash runway guidance reflects an overall reduction in cash utilization in-

cluding the conclusion of the VIVIAD and VIVA-MIND studies while prudently investing in preparing to execute

on the Company’s kidney disease strategy. The future viability of the Company beyond the current guidance is de-

pendent on its ability to raise additional funds to finance its operations. For detailed disclosures regarding going

concern and liquidity requirements see notes 3 and 4.