VIVORYON THERAPEUTICS N.V.
UNAUDITED INTERIM REPORT AS OF AND FOR THE SIX-MONTH PERIOD
ENDED JUNE 30, 2025
These condensed interim financial statements are interim financial statements for Vivoryon Therapeutics N.V.
The condensed financial statements are presented in Euro (EUR). Vivoryon Therapeutics N.V. is a public company
with limited liability under Dutch law, having its statutory seat in Amsterdam, The Netherlands. Its registered office
and principal place of business is in Germany, Halle, Weinbergweg 22.
INDEX TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Unaudited Condensed Interim Financial Statements
Unaudited Interim Management Report ........................................................................................................................3
Unaudited Condensed Statements of Operations and Comprehensive Income and Loss for the six months ended June
30, 2025 and 2024 .........................................................................................................................................................7
Unaudited Condensed Statements of Financial Position as of June 30, 2025 and December 31, 2024.........................8
Unaudited Condensed Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2025 and
2024...............................................................................................................................................................................9
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024 ........................10
Notes to the Unaudited Condensed Interim Financial Statements...............................................................................11
Vivoryon Therapeutics N.V.
Unaudited Interim Management Report
1. 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).
2. Business Activities
Vivoryon is a clinical stage biotechnology company focused on developing innovative small molecule-based
medicines for the treatment of inflammatory and fibrotic disorders of the kidney. The Company is determined to
create novel therapeutics to treat diseases with exceptionally high unmet medical need. The Company has
established a pipeline of orally available small molecule inhibitors for various indications, focused on novel oral
small molecule-based therapeutics with a differentiated mechanism of action for treating diseases with inflammatory
and/or fibrotic components, such as chronic diseases of the kidney. Vivoryon’s priorities are focused on chronic
kidney disease (CKD), and –more precisely- are initially targeting stage 3b/4 diabetic kidney disease (DKD). The
Company sees additional future opportunities in other inflammatory/fibrotic diseases, including orphan diseases in
which kidney function is impaired. The Company strives to generate future revenues from licensing its product
candidates to biopharmaceutical companies or, in selected cases, by commercializing products upon regulatory
market 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 Alzheimer’s disease (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. This shift was underpinned by results showing a statistically significant and beneficial effect of
varoglutamstat on 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
corroborate varoglutamstat’s beneficial effect on kidney function as measured by eGFR. Based on the negative
outcome reported from VIVIAD in AD, VIVA-MIND was discontinued early 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.
Kidney function data from the Phase 2 VIVIAD and VIVA-MIND studies inform clinical development of
varoglutamstat in kidney disease. A meta-analysis of VIVIAD and VIVA-MIND was conducted to provide the best
overall assessment of efficacy of varoglutamstat in kidney function 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/4 DKD, based on rigorous statistical 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. This agreement is expected to enhance Vivoryon’s financial flexibility as the Company seeks optimal funding
solutions for its planned Phase 2b study 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.
3
3. Significant Events in the First Half of 2025
Varoglutamstat – clinical program
Meta-analysis of VIVIAD and VIVA-MIND study data
On January 14, 2025, the Company disclosed a meta-analysis of VIVIAD and VIVA-MIND data which
confirmed that treatment with varoglutamstat at 600 mg twice daily significantly improved eGFR kidney function in
the overall study population. Statistically significant differences between varoglutamstat and placebo were first
observed at week 24 and were sustained until week 96. The meta-analysis also confirmed a substantially larger
effect size in study participants with diabetes compared to those without diabetes.
Data for varoglutamstat were presented at the 62nd ERA Congress of the European Renal Association in Vienna,
Austria, June 6, 2025, showing consistent improvement in both trials independently, replicated in the meta-analysis
and pooled analysis, thus providing consistent evidence for the findings.
Synergistic effect of combination treatment with varoglutamstat and SGLT-2 inhibitors in preclinical model
On April 29, 2025, Vivoryon disclosed preclinical data from a series of experiments analyzing different
treatment regimens of varoglutamstat in combination with standard of care for kidney disease, the SGLT-2 inhibitor
dapagliflozin, in a chronic kidney disease model (adenine-induced model of CKD, ADI/CKD). Data analysis
revealed a synergistic effect for the combination treatment of dapagliflozin and varoglutamstat over a broad panel of
markers, nearly normalizing pathology vs. control across the three key areas of inflammation, fibrosis and kidney
function.
Substantially de-risking the Company’s DKD/CKD clinical development program, the strong synergistic effects
observed on multiple outcome parameters, combined with the diffentiated mechanism of action of QPCT/L
inhibitors, suggest that QPTC/L inhibitors could be an ideal combination partner for patients treated with approved
SGLT-2 inhibitors.
New VIVIAD analyses and preclinical data continue to support varoglutamstat’s mechanism of action and
potential in kidney disease
Vivoryon has recently completed a series of supporting clinical data analyses and preclinical experiments which
provide further evidence for varoglutamstat’s potential to beneficially impact kidney function based on its proposed
mechanism of action.
In preparation for its planned Phase 2b study in DKD, Vivoryon has investigated the effects of varoglutamstat
on inflammation, fibrosis and kidney function in a second preclinical model complementary to the previously
analyzed ADI/CKD model. In this established advanced mouse model of DKD with type 2 diabetes and
hypertension (ReninAAV UNx db/db), QPCT/L inhibition with varoglutamstat led to a statistically significant
reduction in inflammation (CD11c), fibrosis (glomerulosclerosis) and plasma creatinine, suggestive of an
improvement in kidney function. These data corroborate the effect of varoglutamstat on key kidney disease
biomarkers previously reported in the ADI/CKD model and add to the overall body of evidence supporting
varoglutamstat’s potential in kidney disease including DKD.
Vivoryon has established a novel, highly specific liquid chromatography-mass spectrometry (LC/MS)-based
assay for analysis of biomarker samples. This assay eliminates the need for anti-pE-specific antibodies that are often
difficult to generate, thus posing technical limitations. An analysis of the inflammatory biomarker pE-CCL2 with
this specific assay showed a statistically significant, dose-dependent reduction of pE-CCL2 in subjects treated with
varoglutamstat versus placebo, consistent with previous analyses (week 48 vs. baseline).
Results from Vivoryon’s VIVIAD Phase 2b study previously showed that reduction of pE-CCL2 was associated
with an improvement of kidney function as measured by eGFR in subjects with and without diabetes. In line with
these total population data, further analyses of VIVIAD, evaluating pE-CCL2 levels and eGFR slope from 246
4
individual subjects revealed a statistically significant correlation between the change from baseline in pE-CCL2
serum levels at week 48 and the eGFR slope over time whereby a decrease in pE-CCL2 was correlated with a
positive (improved) eGFR slope.
Proposed clinical development plan in DKD
Vivoryon’s key strategic priority for 2025 is to advance varoglutamstat in kidney disease and confirm the
previously reported compelling data from two independent Phase 2 studies, VIVIAD and VIVA-MIND, by
conducting a Phase 2b clinical study in patients with advanced diabetic kidney disease (DKD) stage 3b/4. Initiation
of the Phase 2b and all future studies is subject to additional funding and/or partnership, which Vivoryon continues
to actively explore.
Expanding intellectual property portfolio in kidney disease treatment
In May 2025, the United States Patent and Trademark Office (USPTO) has granted an additional patent
covering the active polymorph of varoglutamstat. The new U.S. patent (US 12,312,335) was granted after an
accelerated examination process and is expected to provide exclusivity through 2044 with subsequent opportunity
for patent term extension of up to five years to 2049 under the Hatch-Waxman Act. Additional patents for medical
use and dosing regimens are under examination for varoglutamstat and related structures in kidney disease as
monotherapy and in combination with SGLT-2 inhibitors.
Early-Stage Pipeline
Vivoryon has continued to establish a pipeline of programs at the preclinical stage of development, mainly
focused on oral small molecule QPCT/QPCTL-inhibitors for treating a diverse set of indications with high unmet
medical need like inflammatory/fibrotic disorders, such as of the kidney. Vivoryon’s priorities are focused on
chronic kidney disease (CKD), more precisely initially targeting stage 3b/4 diabetic kidney disease (DKD). The
Company sees additional future opportunities in other inflammatory/fibrotic diseases, including orphan diseases in
which kidney function is affected. Nomination of products and indications selected for further research and
development is based on general preclinical tests and on strategic considerations.
The Company has enlarged its portfolio 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 is currently in preclinical stage and futher development is subject to additional funding and/or partnership,
which Vivoryon continues to actively explore.
Corporate Development Updates
On May 1, 2025, Dr. Julia Neugebauer assumed the role of Chief Operating Officer (COO) of Vivoryon,
heading investor relations and communications activities, spearheading market analysis, and overseeing various
corporate functions.
Vivoryon held its 2025 Annual General Meeting (AGM) on June 24, 2025, in Amsterdam, the Netherlands. All
items on the agenda of the meeting were approved. The full AGM agenda and all relevant documents are available
on the Company’s website (https://www.vivoryon.com/2025-annual-general-meeting/).
4. Risk Factors
We refer to the description of risk factors in our 2024 annual report, pp. 22–34, which remains valid and
unaltered and which is hereby incorporated by reference.
5
5. Related Party Transactions
We refer to the description under no. 19 of the Notes to the Unaudited Condensed Interim Financial Statements
for further information.
Transactions with key management personnel
For the six months ended June 30, 2025, the Company has recognized EUR 619 thousand of share-based
payment expense in the Statements of Operations and Comprehensive Income and Loss, relating to executive board
members:
2025
2024
in kEUR
Compensation
Frank Weber (CEO)
324
458
210
334
Anne Doering (CFO since 03/2024)
Michael Schaeffer (CBO)
80
109
5
—
Julia Negebauer (COO since 05/2025)
Florian Schmid (CFO until 02/2024)
—
34
619
935
Total
For the six months ended June 30, 2025, the Company has recognized EUR 55 thousand of share-based
payment expense in the Statements of Operations and Comprehensive Income and Loss, relating to non-executive
board members:
2025
2024
in kEUR
Compensation
Erich Platzer
12
21
Claudia Riedl
12
33
Charlotte Lohmann
14
21
17
54
Samir Shah
Total
55
129
6. Responsibility Statement on the Unaudited Condensed Interim Financial Statements
The Company has prepared the unaudited condensed interim financial statements of Vivoryon Therapeutics
N.V. for the six months ended June 30, 2025 in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by
the EU. To the best of our knowledge:
•
The unaudited condensed interim financial statements give a fair view of the assets, liabilities and financial
position as of June 30, 2025, and of the result of our operations for the six-month period ended June 30,
2025; and
•
the unaudited management report for the six-month period ended June 30, 2025 includes a fair view of the
information required pursuant to section 5:25d, paragraphs 8 and 9 of the Dutch Financial Supervision Act
(Wet op het financieel toezicht).
6
Vivoryon Therapeutics N.V.
Unaudited Condensed Statements of Operations and Comprehensive Income and Loss for the six months
ended June 30, 2025 and 2024
For the six months ended June 30,
2025
2024
Note
(unaudited)
(unaudited)
(in kEUR, except for share data)
Research and development expenses
(2,768)
(10,308)
(2,755)
(3,501)
General and administrative expenses
(5,523)
(13,809)
Operating loss
Finance income
74
303
6.
(24)
(53)
Finance expenses
6.
50
250
Finance result
6.
(5,473)
(13,559)
Result before income taxes
—
—
Income taxes
(5,473)
(13,559)
Net loss for the period
Items not to be reclassified subsequently to profit or loss
26
39
Remeasurement of the net defined benefit pension liability
26
39
Total other comprehensive profit / (loss)
(5,447)
(13,520)
Comprehensive loss
Loss per share in EUR (basic and diluted)
(0.21)
(0.52)
17.
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
7
Vivoryon Therapeutics N.V.
Unaudited Condensed Statements of Financial Position as of June 30, 2025 and December 31, 2024
June 30,
2025
December 31,
Note
(unaudited)
2024
(in kEUR)
ASSETS
Non-current assets
Property, plant and equipment
19
24
Intangible assets
831
865
Right-of-use assets
70
100
14.
255
228
Other non-current assets
9.
Total non-current assets
1,175
1,217
Current assets
Financial assets
30
63
7.
Other current assets and prepayments
377
639
9.
Cash and cash equivalents
4,837
9,365
10.
5,244
10,067
Total current assets
TOTAL ASSETS
6,419
11,284
Equity
Share capital
262
261
11.
Share premium
161,477
161,477
Other capital reserves
16,524
15,777
Accumulated other comprehensive loss
(242)
(268)
(174,840)
(169,367)
Accumulated deficit
Total equity
3,181
7,880
Non-current liabilities
Pension liability
1,265
1,317
13.
Provisions long-term
663
647
16.
Lease liability
11
42
14.
1,939
2,006
Total non-current liabilities
Current liabilities
Trade payables
1,025
1,015
7.
Lease liabilities
61
60
14.
213
324
Other liabilities
15.
Total current liabilities
1,299
1,399
3,238
3,405
Total Liabilities
TOTAL EQUITY AND LIABILITIES
6,419
11,284
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
8
Vivoryon Therapeutics N.V.
Unaudited Condensed Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2025 and 2024
Accumulated
other
Other
Share
comprehensive
Share
capital
Accumulated
Total
capital
premium
reserves
loss
deficit
equity
(in kEUR)
Note
261
161,477
15,777
(268)
(169,367)
7,880
January 1, 2025
Net loss for the period
—
—
—
—
(5,473)
(5,473)
Remeasurement of the net defined
—
—
—
26
—
26
benefit pension liability
—
—
—
26
(5,473)
(5,447)
Comprehensive loss
Proceeds from the issuance of
common shares
1
—
—
—
—
1
11.
—
—
747
—
—
747
Share-based payments
12(c)
262
161,477
16,524
(242)
(174,840)
3,181
June 30, 2025
26,067
135,671
13,599
(256)
(148,799)
26,282
January 1, 2024
Net loss for the period
—
—
—
—
(13,559)
(13,559)
Remeasurement of the net defined
—
—
—
39
—
39
benefit pension liability
—
—
—
39
(13,559)
(13,520)
Comprehensive loss
—
—
1,218
—
—
1,218
Share-based payments
12(c)
26,067
135,671
14,817
(217)
(162,358)
13,980
June 30, 2024
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
9
Vivoryon Therapeutics N.V.
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2025 and 2024
For the six months ended
June 30,
2025
2024
Note
(unaudited)
(unaudited)
(in kEUR)
Operating activities
Net loss for the period
(5,473)
(13,559)
Adjustments for:
Finance result
(50)
(250)
6.
Depreciation and amortization
73
73
Share based payments
747
1,218
12(c)
Foreign currency gain (loss) from other items than cash
3
(25)
Other non-cash adjustments
1
19
Changing in:
Financial assets
—
(4)
7.
Other current assets and prepayments
9.
262
383
Other long-term assets
(27)
—
Pension liabilities
13.
(47)
(66)
Trade payables
7.
10
(1,429)
Other liabilities
15.
(96)
(13)
Interest received
103
353
Interest paid
(2)
—
(4,496)
(13,300)
Cash flows used in operating activities
Investing activities
Purchase of plant and equipment
(4)
—
Proceeds from sale of financial assets
—
10,000
(4)
10,000
Cash flows used in investing activities
Financing activities
Payment of lease liabilities
(30)
(28)
Proceeds from the issuance of common shares
2
—
(28)
(28)
Cash flows provided by financing activities
Net change in cash and cash equivalents
(4,528)
(3,328)
Cash and cash equivalents at the beginning of period
9,365
18,562
10.
Effect of exchange rate fluctuation on cash held
—
38
4,837
15,272
Cash and cash equivalents at end of period
10.
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
10
Vivoryon Therapeutics N.V.
Notes to the Unaudited Condensed Interim Financial Statements
1. 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
Amsterdam, 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. 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’) is a clinical stage
biotechnology company focused on developing innovative small molecule-based medicines for the treatment of
inflammatory and fibrotic disorders of the kidney. The Company is determined to create novel therapeutics to treat
diseases with exceptionally high unmet medical need. The Company has established a pipeline of orally available
small molecule inhibitors for various indications, focused on novel oral small molecule-based therapeutics with a
differentiated mechanism of action for treating diseases with inflammatory and/or fibrotic components, such as
chronic diseases of the kidney. Vivoryon’s priorities are focused on chronic kidney disease (CKD), and – more
precisely – are initially targeting stage 3b/4 diabetic kidney disease (DKD). The Company sees additional future
opportunities in other inflammatory/fibrotic diseases, including orphan diseases in which kidney function is affected.
The Company strives to generate future revenues from licensing its product candidates to biopharmaceutical
companies or, in selected cases, by commercializing products upon regulatory market approval by the relevant
Competent Authorities. The activities of the Company are carried out in Germany being the primary location for its
development activities.
2. Basis of accounting
The condensed interim financial statements for the six-month reporting periods ended June 30, 2025 and 2024
have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed interim financial
statements do not include all the information and disclosures required in the annual financial statements.
Accordingly, this report is to be read in conjunction with the financial statements in our annual report for the year
ended December 31, 2024.
The condensed interim financial statements were authorized for issue by the board of directors on August 29,
2025. The Board declares that, to the best of its knowledge, the condensed interim financial statements for the six
months ended June 30, 2025 provide a true and fair view of the assets, liabilities, financial position and profit or loss
of the Company in accordance with IFRS, and the Report provides a true and fair view of the position of the
Company as at June 30, 2025 and the development of the business during the six months period ended June 30,
2025.
These condensed interim financial statements are presented in thousands of Euro (EUR), which is also the
functional currency of Vivoryon Therapeutics N.V. All financial information presented in Euro has been rounded to
the nearest thousand (abbreviation EUR thousand) or million (abbreviated EUR million).
The accounting policies adopted are consistent with those followed in the preparation of the Company’s annual
financial statements for the year ended December 31, 2024. The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective.
3. Going Concern
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that
may cast significant doubt about the Company’s ability to continue as a going concern.
As a clinical stage biotechnology company, the Company has incurred operating losses since inception. For the
six months period ended June 30, 2025, the Company incurred a net loss of EUR 5.5 million (including an operating
loss amounting to EUR 5.5 million, resulting in an operating cash outflow of EUR 4.5 million). As of June 30, 2025,
the Company had generated an accumulated deficit of EUR 174.8 million and had an equity position amounting to
EUR 3.2 million. The Company expects it will continue to generate significant operating losses for the foreseeable
11
future due to, among other things, costs related to development of its product candidates and its preclinical
programs, strategic alliances and its administrative organization.
As of September 4, 2025, the issuance date of the condensed interim financial statements for the six months
period ended June 30, 2025, 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 SEPA announced in April 2025 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
operations, preparations for the Phase 2b study of varoglutamstat in DKD, and make further progress on its new
development candidate, VY2149.
To date the Company has largely financed its operations through equity raises, licensing proceeds and
government grants. In the event the Company does not complete 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 financing alternatives to meet its
future cash requirements including, but not limited to, seeking additional investors, pursuing industrial partnerships,
or obtaining further funding from existing investors through additional funding rounds. 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 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
assurance 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
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 September 4, 2025, the issuance date of the condensed interim
financial statements for the six months period ended June 30, 2025, the Company has concluded that a material
uncertainty exists that may cast significant doubt about its ability to continue as a going concern.
The accompanying condensed interim 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, the accompanying condensed interim 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.
12
4. Change in accounting policy
The following amendments were adopted effective January 1, 2025, and did not have a material impact on the
financial statements of Vivoryon:
Standards / Amendments
Impending change
Effective date*
Anticipated effects
Amendments to IAS 21:
The amendments clarify how an entity
January 1, 2025 No material effects
Lack of Exchangeability
should assess whether a currency is
on the financial
exchangeable and how it should
statements are
determine a spot exchange rate when
expected.
exchangeability is lacking, as well as
require the disclosure of information
that enables users of financial
statements to understand the impact of
a currency not being exchangeable.
The following amendments will be adopted effective January 1, 2026, or later:
Standards / Amendments
Impending change
Effective date*
Anticipated effects
Amendments to IFRS 9
The amendments clarify that a financial January 1, 2026 No material effects
and IFRS 7: Classification liability is derecognized on the
on the financial
and Measurement of
‘settlement date’ and introduce an
statements are
Financial Instruments
accounting policy choice to
expected.
derecognize financial liabilities settled
using an electronic payment system
before the settlement date.
Other clarifications include the
classification of financial assets with
ESG linked features via additional
guidance on the assessment of
contingent features. Clarifications have
been made to non-recourse loans and
contractually linked instruments.
Additional disclosures are introduced
for financial instruments with
contingent features and equity
instruments classified at fair value
through OCI.
Amendments published as Amendments to
January 1, 2026 No material effects
part of the ‘Annual
– IFRS 1 First-time Adoption of
on the financial
Improvements to IFRS
International Financial Reporting
statements are
Accounting
Standards (Hedge Accounting by a
expected.
Standards – Volume 11’
First-Time Adopter)
– IFRS 7 Financial Instruments:
Disclosures (Gain or Loss on
Derecognition) & Guidance on
Implementing IFRS 7
– IFRS 9 Financial Instruments
(Derecognition of Lease Liabilities /
Transaction Price)
– IFRS 10 Consolidated Financial
Statements (Determination of a “De
Facto Agent”)
– IAS 7 Statement of Cash Flows (Cost
Method)
13
Amendment to IFRS 9 and The amendments to IFRS 9 and IFRS 7 January 1, 2026 No material effects
IFRS 7: Contracts
contracts referencing nature-dependent
on the financial
Referencing Nature-
electricity, sometimes referred to as
statements are
dependent Electricity
renewable power purchase agreements
expected.
(PPAs), include guidance on:
– the ‘own-use’ exemption for
purchasers of electricity under such
PPAs; and
– hedge accounting requirements for
companies that hedge their purchases
or sales of electricity using PPAs.
Also new disclosure requirements for
certain PPAs were added.
New Standard IFRS 18:
IFRS 18 will replace IAS 1
January 1, 2027 Vivoryon is currently
Presentation and
Presentation of Financial Statements
assessing the impact
Disclosure in Financial
and will significantly update the
of adopting IFRS 18.
Statements
requirements for presentation and
disclosures in the financial statements,
with a particular focus on improving
the reporting of financial performance.
New Standard IFRS 19:
IFRS 19 allows eligible entities to elect January 1, 2027 No material effects
Subsidiaries without
to apply IFRS 19’s reduced disclosure
on the financial
Public Accountability:
requirements while still applying the
statements are
Disclosures
recognition, measurement and
expected.
presentation requirements in other
IFRS accounting standards.
* The date of first-time adoption scheduled by the IASB is assumed for the time being as the likely date of first-
time adoption for the entity.
5. Critical judgments and accounting estimates
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the period ending June 30, 2025 is included in the
following notes. The estimates may differ from the actual amounts recognized in subsequent periods. Changes in
assumptions or estimates to be made are recognized in the statement of profit or loss and other comprehensive
income at the time they become known. The circumstances in existence at the time of preparation of the financial
statements are considered as well as the future development in the industry-related environment concerning the
expected future business development of Vivoryon.
Recognition of research and development expenses
As part of the process of preparing the financial statements, Vivoryon is required to estimate its accrued ex-
penses. This process involves reviewing quotations and contracts, identifying services that have been performed on
its behalf, estimating the level of service performed and the associated cost incurred for the service when Vivoryon
has not yet been invoiced or otherwise notified of the actual cost, see note 6.14 of our Annual Report 2024.
Defined benefit plan (pension benefits)
The cost of the defined benefit pension plan and the present value of the pension obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate and mortality rates (see note 6.11,
8.12 of our Annual Report 2024). Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each
reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount
rate, management considers the interest rates of corporate bonds in currencies consistent with the currencies of the
post-employment benefit obligation with at least an ‘AA’ rating or above, as set by an internationally acknowledged
rating agency, and extrapolated as needed along the yield curve to correspond with the expected term of the defined
14
benefit obligation. The mortality rate is based on publicly available mortality tables for Germany (see note 6.11,
8.12 of our Annual Report 2024). Those mortality tables tend to change only at intervals in response to demographic
changes. Future pension increases are based on the fixed increases as per contractual agreement (increase is 1 %
p.a.). Further details about pension obligations are provided in note 6.11, 8.12 of our Annual Report 2024.
Legal provisions
VVY provides for anticipated legal settlement costs when there is a probable outflow of resources that can be
reliably estimated. Where no reliable estimate can be made, no provision is recorded, and contingent liabilities are
disclosed when material. The status of significant legal cases is disclosed in note 8.15 of our Annual Report 2024.
These estimates consider the specific circumstances of each legal case, relevant legal advice and are inherently
uncertain due to the highly complex nature of legal cases. The estimates could change substantially over time as new
facts emerge and each legal case progresses.
Accounting for share-based payments (compensation)
Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination
of the most appropriate inputs to the valuation model including the expected life of the share option, volatility of the
share price and dividend yield and making assumptions about them (see note 6.10, 8.11 of our Annual Report 2024).
The Company initially measures the fair value of equity-settled transactions with employees at the grant date, using
binomial simulation model. When determining the grant date fair value of share-based payment awards, assumptions
must be made regarding the key parameters of the grant (see note 6.10, 8.11 of our Annual Report 2024).
Additionally, the Company must estimate the number of equity instruments which will vest in future periods as
awards may be forfeited prior to vesting due to non-achievement of service conditions (e.g. employment
termination), or performance conditions. An assumption of the forfeiture rate must be made based on historical
information and adjusted to reflect future expectations. At each reporting date, the Company revises the estimate if
necessary. Revisions to the forfeiture rate could result in a cumulative effect of the change in estimate for current
and prior periods to be recognized in the period of change. The assumptions and models used for estimating fair
value for share-based payment transactions are disclosed in note 6.10, 8.11 of our Annual Report 2024 and in note
12. (a) to these unaudited condensed interim financial statements.
Income Taxes
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the
amount and timing of future taxable income. Given the differences arising between the actual results and the as-
sumptions made, or future changes to such assumptions, could necessitate future adjustments to tax entries already
recorded. Deferred tax assets are recognized for unused tax losses to the extent, that deferred tax liabilities exceed
deferred tax assets, while the provisions of the German Tax Act on the utilization of loss carryforwards was also
considered ('minimum taxation'/’Mindestbesteuerung’). Significant management judgement is required to determine
the amount of deferred tax assets that can be recognized, based upon the likely timing of deferred tax liabilities that
are compensated by deferred tax assets from loss carryforwards under the constraints of German tax law. Due to our
history of loss-making over the last several years as well as our plans for the foreseeable future, we have not
recognized any further deferred tax assets on tax losses carried forward.
15
6. Finance result
For the six months ended
June 30,
2025
2024
in kEUR
Finance income
Interest income
70
259
4
44
Foreign exchange income
74
303
Total
Finance expenses
Foreign exchange expense
(1)
(31)
(23)
(22)
Interest expenses
(24)
(53)
Total
50
250
Finance result
Finance income for the six months ended June 30, 2025 as well as for 2024 predominantly results from interest
income from the Company`s term deposits in Euro.
Interest expenses for the six months ended June 30, 2025 as well as for 2024 include interest expense from
pensions and leasing.
7. Financial assets and financial liabilities
Set out below is an overview of financial assets and liabilities, other than cash and cash equivalents, held by the
Company as of June 30, 2025 and December 31, 2024:
As of
As of June 30,
December 31,
2025
2024
in kEUR
Financial assets, current
Other current financial assets
30
63
30
63
As of June 30, the fair value of current financial assets is estimated with the carrying amount.
As of
As of June 30,
December 31,
2025
2024
in kEUR
Financial liabilities, current
Trade Payables
1,025
1,015
3
10
Other financial liabilities
1,028
1,025
Trade payables increased slightly to EUR 1,025 thousand as of June 30, 2025, from EUR 1,015 thousand as of
December 31, 2024.
16
8. Contract balances
As of June 30, 2025 and December 31, 2024 no receivables, contract assets and contract liabilities from
contracts with customers are recognized.
9. Other non-financial assets
in kEUR
As of June 30,
As of December
2025
31, 2024
Other assets, non-current
Withholding tax receivable on term deposits
255
228
255
228
Total
Other current assets and prepayments
Prepayments
227
369
Value-added tax receivables
141
104
Other tax reclaims
9
166
377
639
Total
As of June 30, 2025 and December 2024, other non-current assets consist of tax refunds claims against German
tax authority of Vivoryon that typically take more than one year.
As of June 30, 2025 the prepayments include advance payments for other research and development projects in
the amount of EUR 11 thousands (2024: EUR 117 thousands) and for general administration costs EUR 116
thousands (2024: EUR 252 thousands). Another EUR 100 thousands consist of the commitment fee incurred to
potentially draw funds during the SEPA commitment period.
Current VAT tax assets as of June 30, 2025 and December 31, 2024, include regular tax reclaims from
incoming invoices. The other taxes are mainly based on capital-gains tax from time deposits.
10. Cash and cash equivalents
As of June 30,
As of December
2025
31, 2024
in kEUR
Cash Equivalents
Term deposits in Euro with a maturity below three months
3,000
8,000
3,000
8,000
Total
Cash at banks
Cash held in U.S. Dollars
1
1
Cash held in Euro
1,836
1,364
1,837
1,365
Total
Total cash and cash equivalents
4,837
9,365
The banks (Deutsche Bank, Landesbank Baden Württemberg and Commerzbank) are all investment graded
(BBB or better; S&P).
11. Equity
As of June 30, 2025, Vivoryon’s issued capital comprised 26,233,829 common shares (as of December 31,
2024: 26,066,809). The nominal amount per share is EUR 0.01. All shares are fully paid up. 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.
17
2025
2024
Shares outstanding on January 1
26,066,809
26,066,808
Issuance of common shares
167,028
—
Purchase of own shares
-8
0
0
1
Shares issued as a result of the exercise of share options
Shares outstanding on June 30
26,233,829
26,066,809
On April 24, 2025, the Company entered into a standby equity purchase agreement (“SEPA”) with Yorkville
Advisors Global, LP an institutional investor based in New Jersey, USA, which allowed the Company the right, but
not the obligation, to issue and sell to Yorkville up to EUR 15 million of its ordinary shares with a nominal value of
€0.01 per share in individual tranches over a term of 36 months. Pursuant to the SEPA, the Company was required
to issue to Yorkville 167,028 ordinary shares as commitment shares.
In the context of the ongoing “Spruchverfahren” (see 16. Non-current Provisions), the company has re-
purchased 8 shares.
12. Share based payments
Equity settled share-based payment arrangements
Under the 2014 Share Option Program (“2014 Plan”) the Company granted rights to purchase common shares
of Probiodrug AG (“Probiodrug”), the Company`s former name, to certain members of the management board (as
was installed at that time) and employees of Probiodrug. Under this share option program options were issued in the
years 2014 to 2017. Since December 31, 2017, no new grants could be issued under the 2014 Plan. In April 2023
20,000 and in July 2023 64,874 share options granted under the 2014 Plan have expired, thus 8,000 share options are
still outstanding and exercisable under the 2014 Plan.
Number of share options
2025
2024
8,000
8,000
Outstanding as of January 1,
Granted during the six months ended June 30
—
—
Exercised during the six months ended June 30
—
—
—
—
Forfeited during the six months ended June 30
8,000
8,000
Outstanding as of June 30,*
thereof exercisable**
8,000
8,000
* The contractual life of the options is 8 years from the date of grant, not exercisable before lapse of 4 years.
** Vesting over 3-year period (33,3% each after first, second and third year).
The Company further established a new share option program on September 13, 2019 (amended on December
4, 2020) (“2020 Plan”), with the purpose of promoting the long-term loyalty of the beneficiaries to the Company.
The 2020 Plan governed issuances of share options to employees and members of the board. The maximum number
of common shares available for issuance under option awards granted pursuant to the 2020 Plan equaled 615,000
options. Since July 1, 2022, no new grants could be issued under the 2020 Plan.
Number of share options
2025
2024
615,000
615,000
Outstanding as of January 1,
Granted during the six months ended June 30
—
—
Exercised during the six months ended June 30
—
—
—
—
Forfeited during the six months ended June 30
615,000
615,000
Outstanding as of June 30,*
thereof exercisable**
473,550
—
* The contractual life of the options is 8 years from the date of grant, not exercisable before lapse of 4 years.
** Vesting over 3-year period (33,3% each after first, second and third year).
18
The Company established an omnibus equity incentive plan on June 28, 2021 (the “2021 Plan”) governing
the issuance of equity incentive awards to enhance our ability to attract, retain and motivate key employees. The
initial maximum number of common shares available for issuance under equity incentive awards granted pursuant to
the 2021 Plan equals 2,000,000 common shares. On January 1, 2024 and on January 1 of each calendar year
thereafter, an additional number of common shares equal to 3 % of the total outstanding amount of common shares
on December 31 of the immediately preceding year (or any lower number of common shares as determined by the
board of directors) will become available for issuance under equity incentive awards granted pursuant to the 2021
Plan. The plan is administered by the Compensation Committee, the committee determines designated Participants,
number of shares to be covered as well as the terms and conditions of any award.
Number of share options
2025
2024
2,471,712
1,668,935
Outstanding as of January 1,
Granted during the six months ended June 30
700,000
915,000
Exercised during the six months ended June 30
0
(1)
0
(103,222)
Forfeited during the six months ended June 30
3,171,712
2,480,712
Outstanding as of June 30,*
thereof exercisable**
1,636,758
916,214
* The contractual life of the options is 10 years from the date of grant, exercisable after vesting.
** Vesting over 2-3-year period (typically approximately one third after first year, the remainder in equal
monthly tranches over two years).
The number of share options granted during the six months ended June 30, 2025 under the 2021 Plan was as
follows:
fair value per
share price at grant
expected volatility of
Share options
number
option at grant date**
date / exercise price
Company`s share*
risk-free rate
granted in 2025
March 15
150,000
EUR 0.80
EUR 1.89
75%
2.93%
150,000
EUR 0.97
EUR 1.89
75%
2.93%
March 15
75,000
EUR 0.97
EUR 1.89
75%
2.93%
March 15
100,000
EUR 0.80
EUR 1.89
75%
2.93%
March 15
75,000
EUR 0.80
EUR 1.89
75%
2.93%
March 15
50,000
EUR 0.80 – 1.06
EUR 1.78
75%
2.52%
May 2
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
25,000
EUR 0.65 – 0.87
EUR 1.46
75%
2.62%
June 24
700,000
*
Expected volatility is based on the trimmed historical volatility of the Company`s shares at the Amsterdam
marketplace in the 10-years prior to the valuation date, rounded to the nearest 5%. In order to limit the effects
of individual days, swings of the daily logarithmical return of more than +/-50% are limited to +/-50%.
** Lifetime of the options was estimated with an early exercise when the share reaches a value of 150% of the
exercise price.
550,000 options were granted in three months ended March 31, 2025, another 50,000 by the end of May, 2025
to executive members of the Board. Expected dividends are nil for all share options listed above.
On June 24, 2025 each of the 4 non-executive Board members was granted 25,000 options.
Share options exercised
In the six months ended June 30, 2025, no share option was issued upon the exercise of share options under the
2021 Plan. In the six months ending June 30, 2024, one share was issued upon the exercise of share options under
the 2021 Plan, resulting in EUR 9,39 proceeds to the Company.
Share-based payment expense recognized
19
For the six months ended June 30, 2025, the Company has recognized EUR 747 thousand, (2024: EUR 1.218
thousand) of share-based payment expense in the Statements of Operations and Comprehensive Income and Loss.
None of the share-based payments awards were dilutive in determining earnings per share due to the Company’s
loss position.
13. Pension liability
As of
As of June 30,
December 31,
2025
2024
in kEUR
Pension liability
Defined benefit obligation
1,141
1,189
124
128
Obligations for granted and vested pension commitment
Total pension liability
1,265
1,317
Vivoryon has defined benefit pension plan commitments to two former members of the management board. The
pension commitments include entitlements to disability, retirement and survivor benefits in amounts specifically
determined by the individual. The amount of the defined benefit obligation (actuarial present value of the accrued
pension entitlements) is determined based on actuarial methodologies which require the use of estimates.
•
Mortality rates were calculated according to the current 2018 G mortality tables published by Heubeck.
•
The measurement of the pension liability was calculated with a discount rate of 3.56% p.a. as of June 30,
2025 (December 31, 2024: 3.33 % p.a.).
•
In addition, an increase in the pension of 1.0% was assumed.
As of
As of
December 31,
June 30, 2025
2024
Defined benefit obligation
1,189
1,218
As of January 1,
Interest
19
39
Benefit payments
(41)
(80)
Actuarial gains (-)/ losses (+)
-
Changes in financial assumptions
(23)
(1)
-
Experience adjustments
(3)
13
1,141
1,189
As of June 30 / December 31
In the reporting period, interest expenses in the amount of EUR 19 thousand (total year 2024: EUR 39
thousand) associated with defined benefit obligations were recognized in the statement of profit and loss.
The weighted average duration of the pension commitments was 9.32 years as of June 30, 2025, respectively
9.7 years as of December 31, 2024.
20
14. Leases
Lease contracts consist of non-cancellable lease agreements mainly relating to the Company`s leases of office
space in Halle (Saale) and München (Germany). Set out below, are the carrying amounts of the Company`s right of
use assets, lease liabilities and recognized expenses in connection with leases:
For the six
For the twelve
months ended
months ended
June 30,
December 31,
2025
2024
in kEUR
Right of use assets
100
36
Balance at January 1
Additions
—
120
(30)
(56)
Depreciation
70
100
Balance at June 30 / December 31
For the six
For the twelve
months ended
months ended
June 30,
December 31,
2025
2024
in kEUR
Lease Liabilities
102
38
Balance at January 1
Additions
—
120
Repayments
(32)
(57)
2
1
Interest
72
102
Balance at June 30 / December 31
thereof short-term lease liabilities
61
60
For the six months ended
June 30,
2025
2024
in kEUR
Expenses in connection with leases
Depreciation of RoU assets
(30)
(27)
Interest expenses on lease liabilities
(2)
—
Lease expenses of low-value assets
—
—
Total
(32)
(27)
15. Other liabilities
in kEUR
As of June 30,
As of December
2025
31, 2024
Other current liabilities
Liabilities from employee benefits
150
273
Social charges, wage tax
60
41
Other financial liabilities
3
10
213
324
Total other liabilities
21
16. Non-current Provisions
in kEUR
As of June 30,
As of December
2025
31, 2024
Non-current provisions
”Spruchverfahren”
651
635
12
12
Other
Total non-current provision
663
647
The provision consists in the amount of EUR 651 thousands for potential costs from the “Spruchverfahren”.
Considering the current state of proceedings, the company has accrued in the year 2024 a provision for
compensation payment. However, it is inherently uncertain, due to the highly complex nature of legal cases. The
outcome depends on the further course of the court proceedings.
17. Loss per share
As of June 30, 2025, Vivoryon’s issue capital consisted of 26,233,829 common shares (26,066,809 on
December 31, 2024). All common shares are registered with no par value common shares. The calculated nominal
amount per share is EUR 0.01. The net loss for the period amounted to EUR 5,473 thousands in the six months
ended June 30, 2025 (2024: net loss of EUR 13,559 thousands). The loss per share was calculated as follows:
For the six months ended
June 30,
2025
2024
Loss per share calculation
Weighted average number of common shares outstanding
26,129,554
26,066,809
(5,473)
(13,559)
Loss for the period (in kEUR)
(0.21)
(0.52)
Loss per share (basic/diluted) in Euro
As of June 30, 2025 and 2024, no items had a dilutive effect. The Company is loss making and therefore any
dilutive additional shares, e.g., share options, were excluded from the diluted weighted average of common shares
calculation because their effect would have been anti-dilutive.
18. Contractual Obligations and Commitments
The Company enters contracts in the normal course of business with CROs and clinical sites for the conduct of
clinical trials, professional consultants for expert advice and other vendors for clinical supply manufacturing or other
services.
As of the date of these unaudited condensed interim financial statements, we do not have any, and during the
periods presented we did not have any, contractual obligations and commitments other than as described under
“9.2 Contingencies and other financial commitments” and “1.7 Legal proceedings” in the Annual Report 2024.
19. Related party relationships
The following individuals and entities were considered related parties of Vivoryon during the reporting period:
•
Executive members of the board of directors of the Company or a shareholder of the Company
•
Non-executive members of the board of directors
20. Significant events after the reporting date
This section captures the events occurring after the reporting date of June 30, 2025, until the publication of half
year results on September 4, 2025.
There were no events of particular significance subsequent to the balance sheet date.
22