ANNUAL REPORT 2022

FINANCIAL INFORMATION

ANNUAL REPORT 2022

FINANCIAL INFORMATION

CONTENTS

1. GENERAL INFORMATION AND

RESPONSIBILITY FOR THE

ANNUAL REPORT AND FOR

THE AUDIT OF THE FINANCIAL

STATEMENTS 6

1.1 Responsibility for the contents of this

document 7

1.2 Responsibility for the audit of the

financial statements 7

1.3 Availability of the Annual Report 8

1.4 Forward-looking

information 8

2. MESSAGE FROM THE CEO 10

3. MANAGEMENT REPORT OF THE

BOARD OF DIRECTORS 14

3.1 Key Figures 15

3.2 Activities of Oxurion 15

3.3 Comments to Consolidated Financial

Statements 21

3.4 Comments to Statutory Accounts 22

3.5 Description of the Principal

Characteristics of the Company’s Risks 23

4. CORPORATE GOVERNANCE 44

4.1 General provisions 45

4.2 Compliance with the Corporate

Governance Code 45

4.3 Description of the Principal

Characteristics of the Company’s

Internal Controls and Risk Analysis 46

4.4 Fees to the Statutory Auditor 51

4.5 Notification of Important Participations 51

4.6 Composition and functioning of the

Company’s management 53

4.7 Policy regarding Transactions and other

Contractual Relationships between

the Company, including Affiliated

Companies, its Directors, and the CEO 59

4.8 Capital Increase by the Board of

Directors with Respect to the Authorized

Share Capital and Provisions that may

be triggered in the Event of a Public

Takeover on the Company (Article 8:2

of the Royal Decree of April 29, 2019

(Article 34 of the old Royal Decree of 14

November 2007)) 60

4.9 Remuneration Report Financial Year 2022 61

5. CONSOLIDATED FINANCIAL

STATEMENTS 70

5.1 Consolidated statement of profit and loss 71

5.2 Consolidated statement of financial position 72

5.3 Consolidated statement of cash flows 73

5.4 Consolidated statement of changes in equity 74

5.5 General notes to the consolidated

financial statements 75

5.6 Notes to the consolidated statement of

profit and loss 95

5.7 Notes to the consolidated statement of

financial position 99

5.8 Other clarification notes to the

statement of financial position 116

6. STATUTORY AUDITOR’S

REPORT TO THE GENERAL

SHAREHOLDERS’ MEETING

ON THE CONSOLIDATED

ACCOUNTS FOR THE YEAR

ENDED

31 DECEMBER 2022 124

7. ABBREVIATED STATUTORY

FINANCIAL STATEMENTS 133

7.1 Balance sheet of Oxurion NV 134

7.2 Income statement of Oxurion NV 135

7.3 Appropriation account of Oxurion NV 135

7.4 Key valuation principles 136

8. GLOSSARY 141

OXURION ANNUAL REPORT 2022

1. GENERAL INFORMATION AND

RESPONSIBILITY FOR THE

ANNUAL REPORT AND FOR

THE AUDIT OF THE FINANCIAL

STATEMENTS

OXURION ANNUAL REPORT 2022

1.1 RESPONSIBILITY FOR THE

CONTENTS OF THIS DOCUMENT

The board of directors of Oxurion NV (the “Company” or

“Oxurion”) is responsible for the contents of this document.

The board of directors (the “Board of Directors”) declares

that having taken reasonable care to ensure that such is the

case, the information contained in this year’s annual report

(the “Annual Report”) is, to the best of its knowledge, in

accordance with the facts and contains no omissions likely

to affect it materially.

Dr. Patrik De Haes, M.D., (as representative of MeRoNo BV),

Non-Executive Director and Chairman, and Tom Graney,

CFA, Executive Director and Chief Executive Officer of

Oxurion, declare on behalf of the Company that to their

knowledge:

The consolidated financial statements prepared in ac-

cordance with International Financial Reporting Standards

(“IFRS”) as adopted by the EU, give a true and fair view of

the net worth, financial position, and the results of opera-

tions of the Group (as defined hereinafter).

The Annual Report regarding the consolidated financial

statements gives a true and fair view of the development

and results of the Group (as defined hereinafter), as well as

the main risks and uncertainties.

This Annual Report was approved by the Board of Directors

on March 30, 2023.

1.2 RESPONSIBILITY FOR THE AUDIT OF

THE FINANCIAL STATEMENTS

PricewaterhouseCoopers Bedrijfsrevisoren BV, a limited

liability company incorporated under Belgian law, having

its registered office at Culliganlaan 5, 1J, 1831 Diegem, rep-

resented by Didier Delanoye, auditor, and a member of the

“Instituut van de Bedrijfsrevisoren”, has been appointed as

the statutory auditor of Oxurion (the “Statutory Auditor”)

for a term of three years ending immediately after the

closing of the annual general shareholders’ meeting

(“AGM”) to be held in 2025, which will have deliberated

and resolved on the financial statements for the financial

year ending on December 31, 2024.

OXURION ANNUAL REPORT 2022

1.3 AVAILABILITY OF THE

ANNUAL REPORT

Oxurion published its Annual Report in Dutch. Oxurion has

also produced an English translation of this Annual Report.

In the event of differences of interpretation between the

English and the Dutch versions of the Report, the original

Dutch version has priority.

The Annual Report is available to the public on the

Company’s website (www.oxurion.com) and in hard copy

free of charge in both languages by request to:

Oxurion NV

for the attention of Michaël DILLEN

Gaston Geenslaan 1

B-3001 Leuven

Belgium

Tel: +32 16 75 13 10

Fax: +32 16 75 13 11

e-mail: IR@oxurion.com

The annual report presented here in PDF format is only

a supplementary document - the ESEF (European Single

Electronic Format) version is the only official version and

prevails.

1.4 FORWARD-LOOKING

INFORMATION

This Annual Report includes forward-looking statements,

expectations, and assessments regarding the expected

future performance of Oxurion and the market in which

it operates. Certain statements, expectations and assess-

ments can be recognized using words such as, but not

limited to, “believe”, “anticipate”, “expect”, “intend”, “plan”,

“strive”, “estimate”, “forecast”, “project”, “could”, “will” and

“continue” and comparable expressions. These relate to

future matters that are not historical facts. Such statements,

expectations and assessments are based on various as-

sumptions, expectations and assessments of known and

unknown risks, uncertainties and other factors that were

deemed to be reasonable when they were made, but

which may or may not prove to be correct. Actual events

are difficult to predict and depend on factors outside

the Company’s control. Consequently, the actual results,

financial condition, and the results of the sector, may

diverge substantially from any future results, performance

or achievements expressed or implied by such statements,

expectations, and assessments. Factors that can cause

such a divergence include, but are not limited to, the factors

that are discussed in the Chapter “Risk Factors”. Given

these uncertainties, absolutely no statement is made, nor

reassurance given regarding the correctness or reasona-

bleness of such forward-looking statements, expectations,

and assessments. Moreover, forward-looking statements,

expectations and assessments apply only on the date of

this Annual Report. The Company expressly disclaims any

obligation to adapt any of the forward-looking statements,

expectations, and assessments in this Annual Report to

reflect any change in the expectations and assessments

of the Company or any change in the facts, conditions or

circumstances on which such statements, expectations

and assessments are based, except to the extent that this

is required by Belgian law.

All statements and information relate to the period up to

December 31, 2022, unless expressly stated otherwise.

OXURION ANNUAL REPORT 2022

2. MESSAGE FROM THE CEO

OXURION ANNUAL REPORT 2022

Key progress on potential therapy to

adress diabetic macular edema

Dear Fellow Shareholders,

Over the past year, we have continued to advance

our company’s mission to develop the next genera-

tion standard of care for retinal vascular diseases. In

February 2022, we presented the impressive post hoc

analysis of Part A of our Phase 2 KALAHARI trial for

THR-149, at the prestigious Angiogenesis scientific con-

ference, showing greater than a 9 letter improvement in

vision that persisted for four months after the last injection

(5 letters is considered clinically meaningful). On the back

of that encouraging data, we executed a timely financing

of over 10 million euro from a group of new, high quality

global healthcare investors, led by Fidelity Management

and Research and other important European investors,

along with support from current investors.

In light of the geopolitical and market unrest that

permeated our sector throughout the remainder of 2022,

marking the most difficult capital market environment for

biotech companies like ours since 2008, we realigned our

clinical operations to focus solely on one novel, differenti-

ated clinical-stage drug candidate, THR-149, that is being

evaluated as a potential treatment of Diabetic Macular

Edema (“DME”), and to pause further development of our

other clinical asset, THR-687, until our financial condition

improves, and then potentially to study THR-687 in a Phase

2 study in treatment-experienced patients. As a result of

pausing development of THR-687, in the second quarter,

we conducted a reduction in force to further extend our

cash runway.

We are currently completing Part B of our Phase 2

KALAHARI clinical trial supporting the development of

THR-149, as described below, and we are looking forward

to sharing the top-line results that are expected in the

fourth quarter of this year. We believe this program has

the potential to make a meaningful difference in the lives

of millions of patients and their caregivers worldwide, and

we’re grateful for the support we have received in progress-

ing this potential treatment from patients, physicians and

researchers. If successful, our THR-149 program would be

the first significant treatment for the target patient popula-

tion introduced in more than a decade.

High Unmet Need, Novel Approach To Grow

the Market

THR-149 is a potent bicyclic peptide that selectively inhibits

human plasma kallikrein (PKal) with an inhibition constant

of 0.22 nM. Through the inhibition of the kallikrein-kinin

system (KKS), which is an established mechanism of action,

THR-149 prevents the induction of retinal vascular perme-

ability, neurodegeneration, and inflammation. THR-149

is currently being evaluated in the KALAHARI Phase 2,

Part B clinical trial as a potential treatment for patients who

respond suboptimally to anti-VEGF (as defined below)

standard of care for treatment of DME.

At present, more than 20 million people worldwide suffer

from DME, with prevalence increasing due to the growing

global diabetic epidemic. DME is the leading cause of

progressive vision loss in working-aged people, and the

market for treatments is currently estimated at more than

$5 billion. People with DME have leaking vessels in the

back of the eye, leading to a thickening of the retina that

causes significant, life-changing vision problems such as

Clinical Progress

blurriness in the center of vision, the appearance of dark

spots or patches in the field of vision, and colors to look

THR-149 | Over the past year, our progress on Part B of

dull. Even worse, DME is the leading cause of blindness

our Phase 2 KALAHARI trial, which is designed to assess

in working-aged people. These symptoms may affect the

THR-149 for the treatment of DME against the anti-VEGF

ability to read, write, work, drive and recognize faces – all

market leader aflibercept, in more than 100 patients who

presenting a major patient and caregiver burden.

respond suboptimally to anti-VEGF therapy, has advanced

meaningfully. The trial is powered to demonstrate superi-

The scientific innovation behind our clinical asset THR-149

ority against aflibercept in these patients, with the primary

is meaningful, yet we believe that its path forward is sub-

endpoint of Best Corrected Visual Acuity, and secondary

stantially de-risked. Inhibiting vascular endothelial growth

endpoints including central subfield thickness and safety.

factor (“VEGF”) is now the mainstay of therapy, even

We are also measuring an experimental endpoint investi-

though up to 50% of patients with DME respond subop-

gating the potential synergy between THR-149 and afliber-

timally to anti-VEGF therapy. In addition, anti-VEGF treat-

cept used in a combination regimen. This trial builds upon

ments address only a subset of the disease hallmarks of

the compelling safety and efficacy profile demonstrated

DME. We continue to believe that we can do better, and

in patients with DME in Part A of the two-part Phase 2

patients deserve better.

KALAHARI trial.

While other companies are seeking to develop “better”

Working at more than 80 clinical trial sites worldwide,

anti-VEGF therapies by focusing solely on treatment

the trial recruitment was initially constrained by lower

burden (i.e., durability), Oxurion offers a significant and

participation in clinical trials in general associated with

distinct opportunity to grow and disrupt the estimated $5

the pandemic but began to increase in the second half

billion market for DME by improving efficacy with a pa-

of 2022. In December, we shared the recommendation

tient-friendly dosing regimen.

from an Independent Data Monitoring Committee that

the KALAHARI Phase 2, Part B should continue, based

upon the outcome of a pre-specified futility analysis that

Differentiated Mechanism of Action for

included an evaluation of interim efficacy and safety data

Improving Treatment Outcomes

from three-month data, in a total of 31 patients. After the

close of the financial year, in Q1 of 2023, we announced

We are confident that our differentiated molecule offers

that we have surpassed two-thirds of the total planned en-

a novel mechanism of action and significant potential.

rollment worldwide, giving us confidence that we will be

THR-149 aims to address the unmet need for the up to

able to share top-line data in the fourth quarter of this year.

50% of patients who respond suboptimally to anti-VEGFs

and for whom there are currently no suitable therapeutic

THR-687 | We elected not to proceed with continued

options.

development of this integrin antagonist considering both

resources available and the inconsistent top-line data from

the Phase 2, Part A INTEGRAL trial, which was designed

to evaluate THR-687 for the treatment of DME in treat-

ment-naïve patients. The Part A data showed THR-687 to

OXURION ANNUAL REPORT 2022

be safe and well tolerated with no serious adverse events

and none of the patients required rescue medication

through Month 3. At the same time, there was insufficient

evidence of efficacy on the key endpoints (Best Corrected

Visual Acuity and Central Subfield Thickness) to warrant

proceeding with Part B of the trial under the current design,

even though the Phase 1 results had indicated a rapid

onset of action, positive extent of effect and durability in

treatment-experienced patients.

While we had hoped for a better outcome for treat-

ment-naïve patients in the INTEGRAL trial, we continue

to believe that THR-687 has therapeutic potential.

Accordingly, we have paused development of THR-687

until we secure adequate financial resources to study the

THR-687 in a Phase 2 study in treatment-experienced

patients.

Operational Progress

As befits our realigned focus on continued development

of THR-149, we have also streamlined our management

team and employee base to lower our costs as we pursue

the most capital efficient path forward. Like many other

companies in the life sciences industry over the past year,

we have worked diligently to ensure that we advance our

clinical operations, despite the financial challenges, for the

benefit of our shareholders, our employees, prospective

patients, the community, and other stakeholders. We are

mindful of our opportunity to uncover meaningful innova-

tion no matter what the economic backdrop may be.

We ended 2022 with approximately 3 million euro in cash

and in early 2023, the funding program with the Negma

Group, of which we had drawn down 11 million euro, ended

and we entered into a new financial collaboration with

Atlas Special Opportunities. We appreciate the support of

both Negma and Atlas in enabling us to pursue our clinical

operations at this crucial time. In addition, we were able to

accelerate the repayment of our debt to our convertible

debt bondholders, Kreos Capital and Pontifax Ventures, to

put us on an even firmer financial footing.

Looking Ahead

For THR-149, Part B of the Phase 2 KALAHARI trial is

ongoing, and we are pleased by the recent increase in

enrollment of patients in sites in the US and Europe. We

expect topline results in the fourth quarter of 2023, which,

if positive, will enable us to move to pivotal trials that we

believe would be relatively de-risked.

Our progress in 2022 has offered important validation of

our decision in 2021 to focus our resources on our clinical

stage assets and further in 2022 to concentrate on the

clear market opportunity provided by THR-149 and

leverage our scientific and clinical leadership position in

the global retina community in its advancement.

I look forward to updating you on new developments as

we work to address the unmet needs of patients with

retinal vascular diseases, and generate value for patients,

payors, and shareholders. Our entire team appreciates the

continued support and confidence demonstrated by all

our shareholders.

Respectfully,

Tom Graney, CFA

Chief Executive Officer, on behalf of the entire Oxurion

Team

OXURION ANNUAL REPORT 2022

3. MANAGEMENT REPORT OF THE

BOARD OF DIRECTORS

OXURION ANNUAL REPORT 2022

3.1 KEY FIGURES

3.1.1 Consolidated statement of

financial position

IN '000 EURO (AS AT 31 DECEMBER) 2022 2021

Property, plant and equipment 99 120

Right-of-use assets 963 252

Intangible assets 0 1,000

Other non-current assets 40 95

Non-current tax credit 3,785 4,000

Inventories 5 60

Trade and other receivables 3,321 2,517

Current tax receivables 189 845

Investments 95 247

Cash and cash equivalents 3,496 9,740

Total assets 11,993 18,876

Total equity -4,583 -1,108

Non-current liabilities 4,227 9,071

Current liabilities 12,349 10,913

Total equity and liabilities 11,993 18,876

3.1.2 Consolidated statement of profit

and loss

IN '000 EURO (EXCEPT PER SHARE AMOUNTS)

(AS AT 31 DECEMBER)

2022 2021

Income 595 1,128

Operating result -22,946 -28,495

Finance income 639 171

Finance expense -9,379 -1,268

Result before income tax -31,686 -29,592

Taxes -7 -3

Result of the year -31,693 -29,595

Result per share

Basic earnings/(loss) per share (euro) -0.37 -0.77

Diluted earnings/(loss) per share (euro) -0.37 -0.77

3.2 ACTIVITIES OF OXURION

3.2.1 General

Oxurion was incorporated on May 30, 2006, under its

former name, ‘ThromboGenics’, and is a public limited liability

company (in Dutch: Naamloze Vennootschap).

The registered office is established at:

Gaston Geenslaan 1

B-3001 Leuven

Belgium

Tel: +32 16 75 13 10

Fax: +32 16 75 13 11

The Company is registered in the Register of Legal Entities of

Leuven under enterprise number 0881.620.924.

3.2.2 Mission

Oxurion is dedicated to developing new pharmacologic

treatments addressing important unmet clinical needs in

ophthalmology. Oxurion is focused on developing novel

medicines for vascular retinal disorders, with an initial

focus on DME, as well as compounds targeting other

vascular retinal disorders including in the areas of wet age-

related macular degeneration (“wet AMD”) and retinal

vein occlusion (“ME-RVO”).

3.2.3 History

In May 2006, the Company was incorporated, under its

former name ‘ThromboGenics’, as a public limited liability

company with headquarters in Leuven.

In July 2006, the Company raised 35 million euro through

a successful Initial Public Offering (IPO) and listed on the

Eurolist of Euronext Brussels.

OXURION ANNUAL REPORT 2022

The Company pioneered the new drug category of phar-

macological vitreolysis, developing and commercializing

JETREA® (ocriplasmin) (“JETREA®”), which has been

approved for the treatment of vitreomacular adhesion/

vitreomacular traction in 54 countries worldwide.

In 2015, the Company took a strategic decision to focus

its main resources on developing novel medicines for

vascular retinal disorders, with an initial focus on DME,

as well as compounds targeting other vascular retinal

disorders including in the areas of wet AMD and ME-RVO.

In 2018, the Company changed its name to Oxurion. To

focus its efforts on the development of new medicines

for vascular retinal disorders, Oxurion decided in 2019 to

move towards a distribution model for JETREA®. This was

completed in 2020 when Oxurion granted a worldwide

license to the Inceptua Group (“Inceptua”) to commercial-

ize JETREA®.

Today, Oxurion is a biopharmaceutical company focused

on developing innovative treatments for vascular

retinal disorders, with two wholly owned subsidiaries –

ThromboGenics Inc. and Oncurious NV (“Oncurious”),

Oxurion, ThromboGenics Inc. and Oncurious are collec-

tively referred to as the “Group”.

1 Saaddine JB et al. Arch Ophthalmol 2008;126(12):1740-1747; Fong DS et al; Retinopathy in diabetes. Diabetes Care 2004;27(suppl_1):s84-s87.

3.2.4 Employees and

headcount development

As of December 31, 2022, the Group engaged 27 members

of personnel (including both employees and independent

contractors): Oxurion has 25 members of personnel

based in Belgium, 1 in France; and ThromboGenics Inc. has

1 member of personnel in the United States of America

(“US”). Nine members of the personnel hold doctoral

degrees and eleven hold master’s degrees.

3.2.5 Activities

Principal activities

The Company is engaged in the development of drugs to

treat back-of-the-eye diseases, more specifically, ophthal-

mologic pharmaceuticals to treat vascular retinal disorders,

specifically DME.

Oxurion’s disease focus

DME is caused by Diabetic Retinopathy (“DR”), which is a

complication of diabetes affecting the eye. DR is a chronic,

progressive, sight-threatening, and life-altering disease, and

is the leading cause of vision loss in working-aged adults

(20-65 years).

DME can present at any stage in the development of DR.

DME occurs when DR damages blood vessels in the eye,

allowing fluid to escape and to accumulate in the central

part of the retina, leading to vision loss.

OXURION ANNUAL REPORT 2022

DR and DME are growing public health concerns due to

the rapid growth in the number of people with diabetes

globally. More than one in three people living with diabetes

will develop some form of DR in their lifetime.

Along with

the development of diabetes as a global health issue, the

prevalence of DME is expected to rise for the foresee-

able future. The market value for drugs to treat DME is

estimated at approximately $5 billion annually.

The current standard of care therapy for the

treatment of DME is monthly injections in the eye

with anti-vascular endothelial growth factor compounds.

These intravitreal injections block the vascular

endothelial growth factor pathway, which is one of the

key causes in the development of DME. Scientifically

speaking, VEGF is a cytokine produced in conditions of

cellular stress, resulting in increased vascular permeability/

proliferation by binding to endothelial cell receptors.

Anti-VEGF agents work by binding to VEGF to inhibit

endothelial receptor binding.

However, anti-VEGFs have been shown to deliver subop-

timal results in a significant portion of the patient popula-

tion. Up to 50% of DME patients have an unsatisfactory

visual response with anti-VEGF therapy, and in many cases

anti-VEGFs fail to achieve a clinically meaningful visual

improvement.

Moreover, despite the significant success

of anti-VEGFs, physicians and patients constantly seek

improved therapies, not only to expand treatment capa-

bilities for the up to 50% of DME patients who respond

suboptimally to anti-VEGFs, but also to deliver faster

onset of action, better therapeutic effect, longer duration

of response to treatment, and improved convenience of

treatment through a simpler dosing regimen.

2 Yau JW et al. Diabetes Care 2012;35(3):556-564; Thomas RL et al. Diabetes ResClin Pract 2019;157:107840; Teo ZL et al. Ophthalmology

2021;128(11):1580-1591.

3 Market size estimates were derived from combination of datasets extracted from multiple sources including curative databases with subscription

(Datamonitor Healthcare 2017-2020, Decision Resources Group 2019, GlobalData 2020) and publicly available data from the annual reports of publicly

traded companies.

4 Sun JK and Kampol LM. Ophthalmic Res 2019;62:225-230.

This is driving the development of the Company’s clinical

asset, THR-149 (“THR-149” or the “Clinical Asset”), which

is designed to meet specific unmet needs in this market

by treating DME patients who do not respond well to

anti-VEGFs.

Alternative Treatments

The primary treatment for DME currently consists of IVT

anti-VEGF therapies and IVT sustained-release corticos-

teroids, with anti-VEGF therapies representing more than

90% of the market in value terms.

Oxurion is engaged in the development of alternatives to

anti-VEGF therapies to treat vascular retinal disorders in

the back-of-the-eye.

THR-149 is being developed as a possible alternative to

anti-VEGF therapy for the treatment of DME for those

patients who do not respond well to anti-VEGF therapies.

THR-149 is a bicyclic peptide and acts through inhibition of

the plasma kallikrein kinin (“PKaI-Kinin”) system, which is

a recognized a target for DME.

Patients with DME have been shown to have elevated

levels of plasma kallikrein. THR-149 inhibits the PKaI-

kinin system, with the intent of hindering the further de-

velopment of DME (including symptoms including retinal

vascular permeability, inflammation, and angiogenesis).

THR-687 is an integrin antagonist for the treatment of

DME, but the development of this asset is currently on

pause.

Status and recruitment of the KALAHARI trial

After December 31, 2022, the Company announced

for THR-149

that two-thirds of the patients had been enrolled in the

KALAHARI trial. Topline data from Part B of the KALAHARI

THR-149 has already had positive safety results and

trial is expected in the fourth quarter of 2023.

promising efficacy from a Phase 1 safety trial and is

engaged in a Phase 2 clinical trial for the treatment of DME

INTEGRAL TRIAL for THR-687

(the “KALAHARI trial”).

On May 9, 2022, the Company announced topline results

The KALAHARI trial is two-part randomized, multicenter

from Part A of its Phase 2 trial (“INTEGRAL”) of THR-687,

Phase 2 clinical trial evaluating multiple IVT injections of

an integrin antagonist, for the treatment of DME.

THR-149 in DME patients previously showing a suboptimal

response to anti-VEGF therapy.

The Part A data showed THR-687 to be safe and well

tolerated with no serious adverse events and none of the

The first part, Part A, was successfully completed in

patients required rescue medication through Month 3.

September 2021, and the first patient was treated in Part B

However, there was insufficient evidence of efficacy on the

of the KALAHARI trial in October 2021.

key endpoints (Best Corrected Visual Acuity and Central

Subfield Thickness). As a result, Oxurion has decided not to

This study will be conducted in ~80 sites in eight countries.

advance THR-687 to Part B of the INTEGRAL trial in light

Approximately 108 subjects will be randomized in Part B

of both resources available and the inconsistent top-line

of the study.

data from the Phase 2, Part A INTEGRAL trial, which was

designed to evaluate THR-687 for the treatment of DME

The primary objective of Part B of the study is to assess

in treatment-naïve patients.

the difference in treatment effect between THR-149

0.13mg (selected dose level from Part A) and aflibercept

2mg in terms of increase in best corrected visual acuity

3.2.6 Intellectual property

from Baseline at Month 3.

The Company’s drug candidates are covered by several

The other study objectives of this part of the study are

patent families that are either owned by, or licensed to, the

to assess the efficacy of three monthly IVT injections of

Company.

THR-149, to further assess the safety of three monthly IVT

injections of THR-149, and to assess the efficacy and safety

The licenses granted to Oxurion are exclusive licenses

of a single flip-over injection (aflibercept or THR-149) when

with the right to sublicense and are subject to pre-agreed

administered one month after three monthly IVT injections

royalties. Oxurion has the rights to all intellectual property

of THR-149 or aflibercept.

(“IP”) that was developed in-house. The Company

engages a contracted European patent counsel from an IP

An interim analysis was completed in December 2022.

firm who works in collaboration with several leading inter-

The Independent Data Monitoring Committee rec-

national IP and patent law firms.

ommended continuation of the study based upon the

outcome of that interim analysis. The Independent Data

Monitoring Committee assessment included an evaluation

of interim efficacy and safety data from three-month data,

with a total of 31 patients.

OXURION ANNUAL REPORT 2022

THR-149. Oxurion has licensed composition-of-matter

patents related to THR-149 from Bicycle Therapeutics.

Oxurion has an exclusive license to these patents under

a research collaboration and license agreement (defined

below as the “Bicycle Collaboration Agreement”). As

further described in section 5.8, the license is subject to de-

velopment milestone payments and royalties. The patents

related to THR-149 have been granted in Australia, Canada,

China, Europe, Hong Kong, Japan, Russia, Singapore, and

US and are still pending in Brazil, India, and New Zealand.

The duration of patent protection lasts until 2034. This

may be extended up to five years in countries with patent

extension regimes, such as Europe and the US.

THR-687. Galapagos has transferred certain composi-

tion-of-matter patents relating to THR-687 to Oxurion. As

further described in Section 5.8, the license agreement

between Galapagos and Oxurion (defined below as the

“Galapagos License Agreement” or the “Galapagos

License”) foresees development milestone payments,

sales-based milestone payments and royalty rate.

THR-687 is an improved molecule created by Oxurion and

Oxurion has filed new composition-of-matter patent appli-

cations covering the THR-687 molecule. These patent ap-

plications are owned by Oxurion and have been granted in

Europe and the US and are still pending in Canada, Japan,

China, India, South Korea, Israel, Australia, New Zealand,

Brazil, Mexico, Eurasia, South Africa, Colombia, Indonesia,

Philippines, Singapore, Thailand, Vietnam, Malaysia. The

duration of patent protection lasts until 2039. This may be

extended up to five years in countries with patent extension

regimes, such as Europe and the US.

As security for the Kreos/Pontifax convertible bond, the

Group has granted Kreos-Pontifax a security interest over

its patents, however, the Company retains the express right

to license. The Group has created a pledge up to 10 million

euro over (i) the Company’s business, including its intellec-

tual property, and (ii) the patents and patent application in

families WO2020043533 and WO2005123734, relating

to THR 687, which have been registered in the Belgian

national pledge register. In addition, a pledge is registered

over the US patent 10,703,752 (application 16/554,259

filed on August 19, 2019), relating to THR 687, in the United

States Patent and Trademark Office.

3.2.7 Group structure

As of December 31, 2022, the Group consists of three

companies, Oxurion and its subsidiaries, (i) ThromboGenics

Inc., which is wholly owned and incorporated in New York,

US and (ii) Oncurious, which based in Leuven, Belgium,

and is also wholly owned.

3.2.8 Facilities

Since January 2009, all the Company’s laboratories have

been located at the “Bio-Incubator” building at Gaston

Geenslaan 1, 3001 Leuven.

The Company is GMP certified (EU Regulation 2003/94/

EC) by the Belgian Health Authorities (FAGG/AFMPS) for

both Commercial and Investigational Medicinal Product

batch certification.

3.2.9 Investment policy

Apart from investments in laboratory materials, hardware

and software, Oxurion has not made any other significant

investments, or any made commitments to make major

investments in the near future.

IP acquired from third parties is accounted for as invest-

ments and subject to impairment evaluation in accord-

ance with IFRS accounting policies.

Research and Development (“R&D”) expenses are directly

3.2.11 Corporate social responsibility

financed and as such are not considered as investments to

be capitalized on the balance sheet according to relevant

The Company is in contact with NGOs and patient

accounting rules. Under IFRS reporting and according to

advocacy organizations. Oxurion continuously aims to

the Company’s accounting policies, only development

reach out to the broader eye community to join forces

costs made in Phase 3, will be capitalized.

and to demonstrate its dedication to fulfilling our mission:

to prevent vision loss and fight blindness worldwide by

developing and delivering next-generation treatments for

3.2.10 Health, safety and

vascular retinal disorder.

environmental regulations

Oxurion is focused on creating a safe environment, not

only for the Company’s employees, but also for contrac-

tors, visitors, and the overall environment.

As a biotech Company, Oxurion must deal with biological

products daily. The environmental, health and safety policy

is a key element of the Company’s business strategy and

is part of the training of each employee. This policy implies

a continuous process through which improvements and

innovations are implemented.

While biotech research is inherently associated with high

waste production, where possible the Company selects

reusable or recyclable material: disposable protective

garments are replaced by a washable alternative, plastics

are replaced by glassware and waste flows are separated

in different fractions to allow recycling. Orders are placed

with local (European) providers and grouped to reduce

transportation impact. Our processes are optimized to

generate as few waste materials as possible.

Furthermore, Oxurion actively promotes the use of public

transportation or bicycle for the regular commute to work

and work-related travel is replaced by interactive video-

conference calls to maintain business contacts. Oxurion is

conscious of the environmental impact of its activities, and

continuously evaluates its needs in order to minimize its

environmental footprint.

OXURION ANNUAL REPORT 2022

3.3 COMMENTS TO CONSOLIDATED

FINANCIAL STATEMENTS

The consolidated financial statements were prepared in

accordance with IFRS as adopted by the EU and were

approved by the Board of Directors on March 30, 2023.

Statement of profit and loss

In 2022, Oxurion JETREA® income amounted to 0.6

million euro compared to 1.1 million euro in 2021.

Oxurion’s gross profit in 2022 amounted to 0.01 million

euro compared to 0.5 million euro in 2021.

R&D expenses in 2022 were 16 million euro compared to

20.7 million euro in 2021. The R&D expenses were mainly

related to clinical activities in THR-687 and THR-149.

In 2022, the selling expenses of Oxurion were 0.9 million

euro compared with 1.3 million euro in 2021.

General and administrative expenses of 6.0 million euro in

2022, compared to 7.2 million euro in 2021.

In 2022, Oxurion obtained other operating income of 0.8

million euro compared to 1.2 million euro in 2021.

In 2022, Oxurion incurred an operating loss of 22.9 million

euro compared to an operating loss of 28.5 million euro

in 2021.

The 2022 financial results were as follows: 0.6 million euro

in finance income compared to 0.2 million euro in 2021

and 9.4 million euro in finance expense in 2022 compared

to 1.3 million euro in 2021. The increase in finance expense

is due to the fair value adjustment on convertible bonds, a

non-cash item.

In 2022, Oxurion incurred a loss for the year of

31.7 million euro, compared to a loss for the year in 2021

of 29.6 million euro resulting in negative diluted earnings

per share of 0.37 euro in 2022 versus 0.77 euro in 2021.

Cash Flow

Oxurion’s cash position (including investments) at the end

of 2022 amounted to 3.6 million euro, in comparison to

10.0 million euro (including investments) at the end of

2021.

Statement of financial position

As of December 31, 2022, the Company’s statement of

financial position amounted to 12.0 million euro with cash,

cash equivalents and investments representing 30% of

the total balance sheet. This compares to the Company’s

December 31, 2021 balance sheet of 18.9 million euro with

cash, cash equivalents and investments representing 53%

of the total balance sheet.

As of December 31, 2022, the Group has convertible loans

for a total amount of 7.0 million euro, compared to 11.8

million euro in 2021.

Oxurion was incorporated on May 30, 2006, under its

former name ‘ThromboGenics’, with a share capital of

62,000 euro represented by 11,124 shares. As of December

31, 2022, the share capital of the Company amounted to

65.4 million euro represented by 411,071,559 shares.

3.4 COMMENTS TO

The financial results were as follows: 0.2 million euro in

STATUTORY ACCOUNTS

financial revenue in 2022 compared to 0.1 million euro in

2021, and 3.5 million euro in financial expenses in 2022

The 2022 financial year closed with a loss of 24.5 million

due to the impairment of Galapagos and the participation

euro compared to a loss of 36.7 million euro for the 2021

in ThromboGenics Inc. compared to 12.2 million euro in

financial year.

2021 due to the impairment of Oncurious assets.

The operating income for the 2022 financial year

Favorable adjustments of income taxes, tax credits,

amounted to 19.9 million euro compared to 26.5 million

amounted to 0.6 million euro in 2022 and 0.8 million euro

euro in 2021, consisting of:

in 2021.

• 0.4 million euro from product sales compared to 0.9

As a result, the 2022 financial year closed with a loss of

million euro in 2021.

24.5 million euro compared to a loss of 36.7 million euro

• 0.2 million euro from royalties compared to 0.2 million

for the 2021 financial year.

euro in 2021.

• 17.9 million euro in capitalized R&D expenses compared

In addition, for the financial year 2022, an amount of

to 23.7 million euro in 2021; and

0.06 million euro was invested, mostly in IT & laboratory

• 1.4 million euro from costs carried forward and other

equipment and office modelling, compared to 0.02 million

operational revenue compared to 1.7 million euro in

euro in 2021.

2021.

Going concern - material uncertainty

The operating expenses for the financial year 2022

amounted to 41.7 million euro compared to 51.9 million

According to Article 3:6, §1, 6° of the Belgian Code of

euro for the financial year 2021. These operating expenses

Companies and Associations (“BCCA”) and after deliber-

break down as follows:

ation, the Board of Directors has decided to preserve the

valuation rules assuming continuation, for the following

• 3.3 million euro in purchases compared to 4.5 million

reason:

euro in 2021;

• 15.1 million euro in services and various goods

The Company cash balance at December 31, 2022 of 3.4

compared to 15.6 million euro in 2021.

million euro is not sufficient to fund the Company’s oper-

• 4.9 million euro in salaries and social security contribu-

ations during the next 12 months. However, post-closing,

tions compared to 7.4 million euro in 2021;

on March 1, 2023, the Company entered into a subscrip-

• 18 million euro in depreciation and amortization

tion agreement for convertible bonds with Atlas Special

compared to 24.0 million euro in 2021; and

Opportunities, LLC, providing for up to 20 million euro in

• 0.4 million euro in other operating expenses compared

financing (the “Atlas Subscription Agreement”).

to 0.4 million euro in 2021.

This committed but conditional funding would be suffi-

Therefore, the operating loss amounts to 21.8 million euro,

cient to fund operations during the next twelve months

compared to a loss of 25.4 million euro a year earlier.

from the financial statement’s issue date. However, given

the contingent nature of this funding, the Company is

actively exploring the possibility of obtaining additional

OXURION ANNUAL REPORT 2022

funding through debt, equity, or non-dilutive funding,

including the licensing of THR-149, or alternatively

reducing its costs and investments so that there should

be sufficient cash to continue its operations during the

next twelve months.

As the net-assets of the Company are below 61,500

euro (the statutory minimum amount of share capital of

a Belgian public limited liability company), in accordance

with article 7:229 of the BCCA, each interested party is

entitled to request the competent commercial court to

dissolve the Company. In such instance the court may

order the dissolu tion of the Company or grant a grace

period within which the Company is allowed to remedy

the situation.

Based on the above, the Board of Directors considers

it may be reasonable to expect that there will be suf-

ficient cash to continue its operations during the next

twelve months, and therefore decided to continue its

valuation rules under the assumption of going concern.

However, there is a material uncertainty relating to going

concern of the Company because it is uncertain that the

above-mentioned committed but conditional funding will

be available when needed given the conditions related

to the funding, and because it is not certain whether the

Company will be able to timely obtain the necessary

additional funding through debt, equity, or non-dilutive

funding, partnering or to realize sufficient cost and invest-

ment reductions.

3.5 DESCRIPTION OF THE PRINCIPAL

CHARACTERISTICS OF THE

COMPANY’S RISKS

The risks and uncertainties that the Company believes to

be material are described below. The occurrence of one or

more of these risks may have a material adverse effect on

the Company’s cash flows, results of operations, financial

condition and/or prospects and may even endanger the

Company’s ability to continue as a going concern, which could

lead to its liquidation or bankruptcy, and which will have a

material adverse impact on the Company and its sharehold-

ers leading to the potential total loss of their entire investment.

Moreover, the Company’s share price could fall significantly

if any of these risks were to materialize. Further, these risks

and uncertainties may not be the only ones the Company

faces. Additional risks, including those currently unknown or

deemed immaterial, may also impair the Company’s business

operations.

The risk factors are presented in eight categories, depending

on their nature. In each category, the risk factor which in the

assessment of the Company is the most material, taking into

account the negative impact on the Company (including any

relevant mitigation measures) and the probability of its oc-

currence, is mentioned at the outset, and the remainder of

the risks in each category are listed in order of importance

based on the Company’s assessment, although prospective

investors should consider them all.

3.5.1 Risks related to insufficient funding,

The Company is of the opinion that it currently does not

continuation as a going Concern and

have sufficient working capital from fully committed sources

potential bankruptcy

to meet its capital requirements over the 12-month period

3.5.1.1 The Company is of the opinion that it currently

following the Issue Date. The shortfall over the 12-month

does not have sufficient working capital to meet

period from the Issue Date is estimated at approximately 16

its capital requirements from fully committed

million euro.

sources over the 12-month period starting from

the date this Annual Report was issued (“Issue

The Company included a statement in its 2020 Annual

Date”). The shortfall over the 12-month period

Report, its 2021 Annual Report and its 2022 Half Year

from the Issue Date is estimated at approxi-

Report that there is a material uncertainty with respect

mately 16 million euro. The Company’s ability

to the Company’s ability to continue as a going concern.

to complete the milestones in the development

Furthermore, the Board of Directors has established that the

of THR-149 will be put at risk if it is not able

net assets of the Company fell below one quarter of the share

to access available funding due to the condi-

capital and convened a special general shareholders’ meeting

tions attached to that funding, raise additional

that took place on November 9, 2021, in accordance with

funding and/or reduce its expenditures when

article 7:228 of the BCCA, at which the shareholders decided

required to do so during the 12-month period

(i) to continue the Company’s operations and (ii) to approve

starting from the Issue Date, all of which is

the recovery measures proposed by the Board of Directors

uncertain. Furthermore, if the Company is not

to improve the Company’s equity. This will be repeated at

able to access available funding due to the

the Annual General Meeting to be held on May 2, 2023. In

conditions attached to that funding, increase

accordance with article 7:229 of the BCCA, if the net-assets

its funding and/or reduce its expenditures when

of the Company would fall below 61,500 euro (the statutory

required to do so, all of which is uncertain, during

minimum amount of share capital of a Belgian public limited

the 12-month period starting from the Issue

liability company), each interested party would be entitled

Date, its ability to continue as a going concern

to request the competent commercial court to dissolve the

will be threatened, and could lead to its liqui-

Company. In such instance the court may order the dissolu-

dation or bankruptcy and which would have a

tion of the Company or grant a grace period within which the

material adverse impact on the Company and

Company is allowed to remedy the situation.

its shareholders leading to the potential total

loss of their entire investment. The Company’s

Concerning the possible sources of funding, after the close of

access to funds under the Atlas Funding

the financial year, the Company has entered into an issuance

Program is subject to certain conditions, such as

and subscription agreement with Atlas on March 1, 2023,

being able to obtain admission to listing of con-

pursuant to which Atlas has committed to subscribe to up to

version shares on a timely basis, the average

20 million euro in the Company’s equity through mandatory

market capitalization of the Company over a

convertible bonds to be issued in tranches of 2,000,000 euro

period of thirty days preceding the issue date

with a cool down period of 22 trading days between tranches

not having fallen below two times the amount

and subject to certain other conditions (herein referred to as

of the envisaged tranche call, and the total

the “Atlas Funding Program”). The undertaking of Atlas to

trading value of the Company’s shares during

subscribe to a new tranche is, among other things, subject to

the preceding 22 trading days being at least

the fulfilment of (or waiver thereof) the conditions that (A)

equal to 1,500,000 euro

the total trading value of the Company’s shares during the

OXURION ANNUAL REPORT 2022

preceding 22 trading days is at least equal to 1,500,000 euro

(“Liquidity Condition”) and (B) the average market capitaliza-

tion of the Company over a period of thirty days preceding

the issue date has not fallen below two times the amount

of the envisaged tranche call provided that if the Company’s

average market capitalization falls below 4,000,000 euro, the

Company shall be entitled to draw a Tranche of 1,000,000

euro, provided that its average market capitalization is at least

2,000,000 euro, and as soon as the Subscriber converts

those bonds, the Company shall be entitled to draw another

Tranche without a cool down period provided the other con-

ditions for drawing a Tranche are met (“Market Capitalization

Condition”).

The Company’s access to funds under the Atlas Funding

Program is subject to certain conditions, such as the Liquidity

and Market Conditions described above, as well as the

Company’s ability to obtain admission to listing of conversion

shares in a timely manner. The inability for the Company

to draw under the Atlas Funding Program, a breach of the

Company’s contractual obligations under the Atlas Funding

Program or an event of default under the Loan Facility (such

as a breach of the minimum cash covenant under the Loan

Facility, i.e. requiring that the Company maintains a minimum

aggregate amount of 2 million euro cash on its bank account

(the “Minimum Cash Covenant”) could have a material

adverse impact on the Company’s cash position and could

lead to bankruptcy taking into account that the Company’s

cash position on December 31, 2022, was approximately

3.4 million euro.

Under the Atlas Funding Program, based on the amounts

drawn as of the Issue Date, the Company potentially has

access to up to another 16 million euro provided the Company

can and does draw the maximum tranche. The Company’s

ability to draw a tranche is subject to certain conditions such

that it may not be able to draw a tranche when it desires to do

so. Since the Liquidity and Market Capitalization Conditions

are expressed as an amount in euros and taking into account

the Company’s (reduced) stock price, it is currently uncertain

whether the Company would be able to meet these condi-

tions and draw under the Atlas Funding Program in the future

absent trading from Atlas, with the result that the Company

may depend on Atlas to meet this condition.

Therefore, if the Company’s stock price decreases, it is

uncertain whether the Company would be able to draw under

the Atlas Funding Program in the future, except to the extent

that such trading continues. The inability for the Company

to draw under the Atlas Funding Program, a breach of the

Company’s contractual obligations under the Atlas Funding

Program, or an event of default under the Loan Facility (such

as a breach of the Minimum Cash Covenant) could have a

material adverse impact on the Company’s cash position and

could lead to bankruptcy.

Furthermore, the Company may consider outlicensing

THR-149, which could reduce its costs because the licensor

could pay all or part of the relevant trial, and potential-

ly increase its revenues through upfront and milestone

payments (and eventually royalties). However, if due to cash

constraints, the Company enters into a license at an inoppor-

tune moment or on disadvantageous terms, this could have

a significant negative impact on the Company’s valuation and

on its shareholders.

The Company’s ability to complete the milestones in the

development of THR-149 will be put at risk if it is not able to

access available funding due to the conditions attached to

that funding, raise additional funding and/or reduce its expen-

ditures when required to do so, all of which is uncertain, during

the 12-month period starting from the Issue Date. Furthermore,

if the Company is not able to access available funding due to

the conditions attached to that funding, increase its funding

and/or reduce its expenditures when required to do so, all of

which is uncertain, during the 12-month period starting from

the Issue Date, its ability to continue as a going concern would

be threatened, which could lead to its liquidation or bank-

ruptcy which would have a material adverse impact on the

Company and its shareholders leading to the potential total

loss of their entire investment.

3.5.1.2 The Company is also of the opinion that,

Given the time required for completion of the KALAHARI

even if it manages to attract sufficient funding

trial for THR-149 in DME and that other development activi-

allowing it to cover its working capital needs

ties are expected to continue after the end of the 12-month

during the 12-month period starting from the

period following the date of the Issue Date, further funding

Issue Date, the Company will not have funds

will be required in the period starting 12 months after the

available at the end of this 12-month period,

Issue Date, the amount of which is uncertain and depends

unless it is able to attract additional funding,

on many factors, including the time required to complete

and will therefore continue to face working

the KALAHARI trial, whether the Company decides to

capital difficulties unless in the interim it is

undertake any Phase 3 trials itself or enter into a license

able to access available funding in light of the

with a third party for those trials and a myriad other factors

conditions attached to that funding, raise addi-

impacting the development of a clinical asset such as the

tional funds, and/or reduce its working capital

THR-149.

requirements when it is required to do so, all of

which is uncertain. If the Company is not able

As described in the preceding risk factor, after

to access available funding in light of the con-

December 31, 2022, the Company entered into the Atlas

ditions attached to that funding, increase its

Funding Program. As is the case for the Company’s funding

funding, and/or reduce its expenditures when

needs during the 12-month period following the Issue Date,

required to do so, all of which is uncertain, in

the Company is of the opinion that it does not have suffi-

the period starting 12 months after the Issue

cient working capital to meet its capital requirements over

Date, its ability to continue as a going concern

the period starting 12 months after the Issue Date and will

will be threatened, which could lead to its liqui-

continue to face working capital difficulties unless in the

dation or bankruptcy and will have a material

interim it is able to access available funding in light of the

adverse impact on the Company and its

conditions attached to that funding, raise additional funds,

shareholders leading to the potential total loss

and/or reduce its working capital requirements when it is

of their entire investment.

required to do so, all of which is uncertain.

In addition to the period of 12 months following the

The Company’s ability to meet its funding requirements

Issue Date, as described in the preceding risk factor, the

during the period starting 12 months after the Issue Date

Company is also of the opinion that, even if it manages

through a combination of debt and equity, accessing the

to attract sufficient funding allowing it to cover its working

debt markets and/or raising additional equity capital and/

capital needs during the 12-month period starting from the

or entering into licensing arrangements, is uncertain, in par-

Issue Date, the Company will not have funds available at

ticular taking into account the Company’s current market

the end of this 12-month period unless it is able to attract

capitalization. As described in Section 3.5.1.1 of Section 3.5

additional funding. The Company will therefore continue

‘Risk Factors’, the Company may also consider further out-

to face working capital difficulties unless in the interim it

licensing of THR-149 during the period starting 12 months

is able raise additional funds, and/or reduce its working

after the Issue Date to the extent the asset or territory

capital requirements when it is required to do so, all of

remains available for licensing.

which is uncertain, in particular taking into account the

Company’s current market capitalization.

OXURION ANNUAL REPORT 2022

The Company’s ability to complete the milestones in the

development of THR-149 will be put at risk if it is not able to

access available funding due to the conditions attached to

that funding, raise additional funding and/or reduce its ex-

penditures when required to do so, all of which is uncertain,

in the period starting 12 months after the Issue Date. If

the Company is not able to access available funding in

light of the conditions attached to that funding, increase

its funding, and/or reduce its expenditures when required

to do so, all of which is uncertain, in particular taking into

account the Company’s current market capitalization,

in the period starting 12 months after the Issue Date, its

ability to continue as a going concern will be threatened,

could lead to its liquidation or bankruptcy and will have a

material adverse impact on the Company and its share-

holders leading to the potential total loss of their entire

investment.

3.5.1.3 The Company is a clinical stage biotech with

no history of profitability due to substantial

investments in product development, and the

Company requires additional external funding

on a going forward basis to continue and

complete the development of THR-149, which,

if not available when needed, could threaten

the Company’s ability to continue as a going

concern, which could lead to its liquidation

or bankruptcy which would have a material

adverse impact on the Company and its

shareholders leading to the potential total loss

of their entire investment.

Oxurion is dedicated to developing and bringing new phar-

macologic treatments addressing important unmet clinical

needs for the treatment of vascular retinal disorders to a

commercial stage of development.

The Company only has one asset, THR-149, in active

clinical development, after the Company decided to pause

development of THR-687 due to capital constraints given

the disappointing results from the Phase 2 Part A results

in treatment naïve patients. Oxurion plans to continue

preclinical testing, product development, regulatory com-

pliance, and the KALAHARI trial for the THR-149 in DME,

which, together with anticipated general and administra-

tive expenses, will result in significant additional invest-

ments for several years before achieving any return. These

investments in THR-149 and related expenditures require

Oxurion to attract significant additional external funding in

order to realize the value of THR-149.

The extent of Oxurion’s future financing needs depends on

many factors, including the progress, costs and timing of

its research and development activities, preclinical studies,

the clinical trial design, the costs of managing its patent

and IP portfolio and obtaining regulatory approval, and

the terms and timing of its product supply arrangements,

commercial relationships, license agreements and other

partnerships, and/or re-establishing sales and marketing

capabilities. However, although the amount of additional

funding that is required is uncertain, it is certain that sub-

stantial additional funding will be necessary to complete

the Company’s existing and future drug development

programs. As of December 31, 2022, the Group had accu-

mulated losses of 73,404,000 euro.

The main cost will be the clinical trials for THR-149. The

Company is currently engaged in the KALAHARI trial

with THR-149 for DME, which the Company currently

estimates will have top-line results in the fourth quarter

of 2023. If that trial is successful, a number of Phase 3

clinical trials will be required before THR-149 is approved,

which are larger and more expensive trials, and which are

not expected to be completed until 2028. Oxurion does

not know if it will generate positive clinical data, receive

regulatory approval, or obtain reimbursement for THR-149.

Further, the Company may encounter unforeseen events

(potentially including expenses, difficulties, complications,

delays, and other unknown factors), all of which could

impair Oxurion’s ability to attract the additional funding

required to complete the clinical development.

This means that Oxurion will have to attract significant ad-

3.5.2 Risks related to clinical development

ditional funding from third parties to continue operations

until 2028 before it is able to generate revenues from the

3.5.2.1 The Company only has one product in active

marketing of THR-149. Alternatively, the Company could

development, which could fail, and which would

decide to outlicense THR-149 for further development or

threaten the Company’s ability to continue as

beyond Phase 2. This would reduce or eliminate future

a going concern, which could lead to its liq-

development costs and could generate revenues from

uidation or bankruptcy which would have a

milestone payments as early as this year.

material adverse impact on the Company and

its shareholders leading to the potential total

Should Oxurion not be able to secure adequate future

loss of their entire investment.

external funding to continue its development programs

for THR-149 in a timely manner and/or to enter into outli-

Oxurion cannot market or promote THR-149 until it

censing arrangements, this would have a material adverse

receives all necessary regulatory approvals, which may

effect on Oxurion as it may be forced to delay, reduce

never be received. Oxurion’s success therefore depends on

or terminate the development or commercialization of

the Company’s ability to successfully develop (or for a third

THR-149, out-license THR-149 prematurely, or not be able

party to successfully develop) THR-149 through comple-

to take advantage of future business opportunities, all of

tion of Phase 2 and Phase 3 clinical trials and regulatory

which could potentially impair Oxurion’s ability to sustain

marketing authorization.

operations or to continue as a going concern, which could

lead to its liquidation or bankruptcy which would have a

Oxurion only has one active clinical asset in the pipeline,

material adverse impact on the Company and its share-

which is in Phase 2 development, and a significant per-

holders leading to the potential total loss of their entire

centage of Phase 2 clinical trials fail. If the KALAHARI

investment.

trial also fails, this would threaten the Company’s ability to

continue as a going concern (please refer to Section 3.5.1.1

If the KALAHARI trial is significantly delayed, the risk

and Section 3.5.1.2 of this Section 3.5 ‘Risk Factors’, for

that it will be difficult to obtain additional funding for the

further information), which could lead to its liquidation or

KALAHARI trial increases substantially. If the KALAHARI

bankruptcy which would have a material adverse impact

trial fails, as was the case with Oxurion’s Part A of the

on the Company, and which could result in shareholders

Phase 2 INTEGRAL trial for THR-687 in DME, funding

losing the total value of their investment.

will become extremely difficult and potentially impossible,

and would threaten the Company’s ability to continue as

a going concern and potentially result in shareholders

losing the total value of their investment (please refer to

Risks 3.5.1.1 and 3.5.1.2 of this Section 3.5 ‘Risk Factors’ , for

further information).

OXURION ANNUAL REPORT 2022

3.5.2.2 The KALAHARI trial for THR-149 in DME could

be significantly delayed, which would threaten

the Company’s ability to continue as a going

concern, which could lead to its liquidation

or bankruptcy which would have a material

adverse impact on the Company and its

shareholders leading to the potential total loss

of their entire investment.

The KALAHARI trial for THR-149 in DME may be delayed for

a variety of reasons, including, but not limited to, delay in re-

cruiting a sufficient number of suitable patients to participate

in the KALAHARI trial and in having them complete the trial

or return for follow-up; the recruitment and retention of clinical

sites; the impact of COVID-19; maintaining the Company’s

relationships with its clinical research organizations (“CROs”),

clinical investigators and clinical trial sites; the reliability of its

third-party manufacturing organizations; any possible safety

or efficacy issues that could be raised in the future; potential

delays in obtaining regulatory approval, and any supply

failures or delays with respect to the clinical trial materials.

COVID-19 did not directly impact the KALAHARI trial.

Indirectly, COVID-19 delayed the KALAHARI trial because

it impacted (i) potential patients for the trial, (ii) potential in-

vestigators for the KALAHARI trial, (iii) potential sites for the

KALAHARI trial, (iv) strained CRO resources and (v) increased

the time to obtain regulatory approvals. It is difficult to quantify

the costs of such delay, but a reasonable estimate is 5 million

euros.

Patient enrollment and the inclusion of sites and investiga-

tors is a particularly significant factor in the timing of clinical

trials and is affected by many factors including, but not

limited to, the number of patients available for the clinical trial,

competing trials and patient concerns about COVID-19, as

well as numerous other factors.

If Oxurion experiences lower/slower than expected enroll-

ment in the KALAHARI trial for THR-149 in DME, the trial

may be delayed, may not be completed as envisaged or may

become more expensive to complete, which would have an

adverse impact on Oxurion’s ability to raise funds (please refer

to Section 3.5.1.1 of this Section 3.5 ‘Risk Factors’, for further

information), as well as its business, prospects, financial

condition and results of operations.

A significant delay in the KALAHARI trial could cause the costs

of the trial to increase and seriously impact the Company’s

value and ability to raise additional funding. Delays in clinical

trials may be expected, but if it becomes significant, this would

be likely to have a material adverse impact on the Company’s

activities, costs, and ultimately on its valuation, which would

adversely impact shareholders, and eventually could threaten

the Company’s ability to continue as a going concern (please

refer to Risks 3.5.1.1 and 3.5.1.2 of this Section 3.5 ‘Risk Factors’’,

for further information), which could lead to its liquidation or

bankruptcy which would have a material adverse impact on

the Company and which could result in shareholders losing

the total value of their investment.

3.5.2.3 THR-149 may develop adverse side effects that

may delay or prevent marketing approval, which

could threaten the Company’s ability to continue

as a going concern given that THR-149 is the

only active clinical asset that Oxurion currently

has in the pipeline.

THR-149 may cause undesirable side effects or have other

properties that could delay or prevent further develop-

ment or regulatory approval, limit the commercial profile

of an approved label, or result in significant negative con-

sequences following marketing approval, if achieved.

At the clinical stage, adverse side effects could affect

patient recruitment or the ability of enrolled patients to

complete the trial or the completion of the KALAHARI trial

itself.

Both the Phase 1 clinical trial and Part A of the KALAHARI

3.5.3 Regulatory Risks

trial have shown THR-149 to be safe. However, undesirable

side effects could appear in subsequent clinical phases

3.5.3.1 The Company may not obtain marketing

and could cause Oxurion or regulators to interrupt, delay or

authorization for THR-149 in important terri-

halt the clinical trial or, even if the trial is completed, could

tories, which could have a significant adverse

cause delay or denial of regulatory approval by regulators

impact on shareholders given that THR-149 is

or result in a more restrictive label.

the only active clinical asset that Oxurion has

in the pipeline.

Although some adverse effects are expected in a clinical

trial, if THR-149 were to cause serious adverse effects,

THR-149 must receive marketing approval from the regula-

depending on their nature, this could have a significant

tors before it may be marketed and commercialized. Each

adverse impact on Oxurion’s ability to bring THR-149

regulator can impose its own requirements (thereby limiting

to market (please refer to Risks 3.5.1.1 and 3.5.1.2 of this

the market potential), can request additional data before

Section 3.5 ‘Risk Factors’, for further information). This

giving the marketing approval for the drug candidate, which

would impact the Company’s valuation and ability to

can cause delay, or can refuse to give approval, even if such

raise additional funding. Considering that THR-149 is the

approval was already given by other regulators.

only active clinical asset that Oxurion currently has in the

pipeline (please refer to 3.5.2.1 of this Section 3.5 ‘Risk

THR-149 is in a Phase 2 trial for DME, which may not be

Factors’, for further information), if it were to cause serious

successful, and even if it is, THR-149 will require additional

adverse effects, this could threaten the Company’s ability

Phase 3 clinical trials, and ultimately may not receive the

to continue as a going concern (please refer to Risks 3.5.2.1

required marketing approval to be sold. Furthermore, clinical

in this Section 3.5 ‘Risk Factors’, for further information),

data is often susceptible to varying interpretations and

which could result in shareholders losing the total value of

analyses and even a product that performed satisfactorily

their investment.

during clinical trials may nonetheless fail to obtain regulatory

approval for marketing. Due to the inherent risk in the de-

velopment of biopharmaceutical products, it is possible that

THR-149 will not be successfully developed and approved.

Once approved, products may also be subject to a post-au-

thorization safety trial or other pharmacovigilance or biovigi-

lance activities, may be subject to dosing or other limitations

on their uses, or may be withdrawn from the market for

various reasons, including if they are shown to be unsafe or

ineffective when used in a larger population, which may be

different from the trial population studied prior to introducing

the product on the market. It is also possible that regulatory

approval guidelines may change during the product develop-

ment and review process, making the current development

strategy suboptimal. These factors may result in significant

delays, increased development costs, substantial changes to

commercial assumptions or the failure of THR-149 to obtain

OXURION ANNUAL REPORT 2022

marketing authorization. Furthermore, even if a marketing

authorization is obtained, a regulator may impose ongoing

requirements such as a potentially costly post-approval trial

or post-market surveillance.

If THR-149 is not granted marketing authorization in important

markets, this is likely to have a materially adverse effect on

the Company’s ability to generate revenues. Furthermore, if

THR-149 were to be denied marketing authorization, funding

would become extremely difficult, and would threaten the

Company’s ability to continue as a going concern and po-

tentially result in shareholders losing the value of their invest-

ment (please refer to 3.5.1.1 and 3.5.1.2 of this Section 3.5 ‘Risk

Factors’’, for further information).

3.5.4 Market Acceptance Risk

3.5.4.1 THR-149 will have to compete against the

established market for anti-VEGFs, which are

widely accepted by physicians.

Anti-VEGFs have wide market acceptance with retina phy-

sicians for the treatment of DME (and wet AMD). Although

up to 50% of DME patients do not respond adequately

to anti-VEGF therapy

, retina physicians may resist trying

THR-149, which addresses an innovative pathway and

mechanism of action that may be perceived as untested.

Moreover, given its novelty, THR-149 may result in unex-

pected outcomes or the lack of efficacy that would not

be predicted based on the current standard of care, which

may have an adverse impact on market acceptance.

Furthermore, this type of advanced research sometimes

requires additional preclinical and clinical activities to

generate more extensive data and hence additional

costs, triggering increased time to market and funding

requirements.

5 Sun JK and Kampol LM. Ophthalmic Res 2019;62:225-230.

The market for treatments for vascular retinal disorders is

characterized by increased innovation, and major invest-

ments are being made in new therapies and improving

the existing standard of care, which is anti-VEGF therapy.

Although Oxurion is focused on a pathway that currently

does not have significant competition, competitors with

more financial wherewithal and other advantages may be

currently developing, or may in the future develop, technol-

ogies and products that are equally or more effective, safe

and/or economical than THR-149.

If THR-149 is not able to achieve market acceptance, this

will reduce Oxurion’s income and lower its valuation, which

could have a material adverse impact on the Company

and its shareholders, and could impact the Company’s

ability to continue as a going concern, which could lead to

its liquidation or bankruptcy which would have a material

adverse impact on the Company and potentially result in

shareholders losing the value of their investment (please

refer to Risk 3.5.2.1 of this Section 3.5 ‘Risk Factors’’, for

further information).

3.5.4.2 Price setting, availability, and level of reim-

bursement for THR-149 by third parties is

uncertain and may impede Oxurion’s ability to

be commercially successful.

THR-149’s commercial success will depend on the con-

ditions for setting the selling price and conditions of reim-

bursement by the health agencies, insurance companies,

health technology assessment agencies or other health-

care payers in the countries where THR-149 would be

marketed.

THR-149 is geared at creating an alternative to anti-VEGF

therapy. Considering THR-149’s innovative nature and the

lack of similar products, reimbursement levels are difficult

to predict and Oxurion’s ability to adopt an adequate

pricing strategy is uncertain. THR-149 may not fit within the

existing health technology assessment and reimbursement

3.5.5 Legal Risks

processes applied throughout the different jurisdictions

in which it would be sold. THR-149 may also be subject

3.5.5.1 THR-149 may be deemed to infringe on the

to different reimbursement mechanisms and amounts

patents or other intellectual property rights

depending on the jurisdiction in which it is being offered

of others, which could have a significant

for sale. Moreover, anti-VEGF therapies will lose market

adverse impact on shareholders and other

exclusivity, which is expected to create downward pressure

stakeholders.

on pricing and reimbursement. There is also a general

downward pressure on healthcare spending, including re-

Oxurion’s success depends on its ability to operate without

imbursement and price levels, in most countries, due to,

infringing on or misappropriating the intellectual property

among other things, the current environment of health-

rights of others. Oxurion cannot guarantee that its activities,

care cost control (e.g., international reference pricing) and

or those of its licensors, will not infringe on the patents or

increase in healthcare budgets caused by an aging popu-

other intellectual property rights owned by others.

lation, which budget pressure will be further expanded by

the impact of COVID-19.

There is significant litigation activity in the pharmaceutical

industry regarding patents and other intellectual property

If THR-149 fails to obtain favorable pricing and/

rights. Oxurion or its licensors may need to expend sig-

or adequate reimbursement by third parties, such as

nificant time and effort and may incur substantial costs

insurance companies, governmental and other healthcare

in litigation if the Company is required to defend patent

payers, this would impede Oxurion’s ability to generate

or other intellectual property rights claims regardless of

revenue from THR-149, which would have an adverse

whether the claims have any merit. Oxurion also cannot

impact on its revenue, which in turn would have an impact

predict whether it or its licensors will prevail in any litigation.

on its valuation in the market and reduce the benefit to

its shareholders to be derived from THR-149. If Oxurion is

If Oxurion or its licensors are found to have infringed the

unable to generate revenue from THR-149, the Company’s

patents or other intellectual property rights of others,

ability to continue as a going concern could be threat-

Oxurion or its licensors may be subject to substantial

ened, which would have a material adverse impact on

claims for damages, which could materially impact its cash

the Company and its shareholders and could lead to its

flow and financial position. Oxurion may also be required to

liquidation or bankruptcy which could potentially result in

cease development, use or sale of THR-149, or be required

shareholders losing the value of their investment (please

to obtain a license for the disputed rights, which may not

refer to Risk 3.5.2.1 of this Section 3.5 ‘Risk Factors’’, for

be available on commercially reasonable terms, if at all.

further information).

Although to date no patent infringement claim has been

made against Oxurion, if THR-149 were to be found to

infringe on the patents or other intellectual property of

others, Oxurion could be liable for significant damages,

potentially including a substantial unexpected royalty and

potentially even be required to withdraw THR-149 from

the market. This would have a material adverse impact on

Oxurion’s cash flow and reputation, which could result in

the shareholders losing the total value of their investment.

OXURION ANNUAL REPORT 2022

3.5.5.2 Product liability claims could be successfully

brought against Oxurion or its partners, which

could have a significant adverse impact on

shareholders and other stakeholders.

Product liability claims due to unpredicted adverse side

effects of THR-149 may be brought against Oxurion

or its partners by participants enrolled in clinical trials,

patients, practitioners, researchers, other health/research

professionals or others using, administering, or selling any

of Oxurion’s Clinical Asset once approved. Furthermore,

JETREA® is a product developed by Oxurion and marketed

by its partner, Inceptua, on its behalf, for the treatment of

vitreomacular traction (VMT), which could also lead to

product liability claims.

Oxurion is currently insured for product liability risks.

However, claims could be made that exceed this insurance.

Oxurion may incur substantial liability if it is found liable

for product liability to the extent that such claims are not

adequately covered by its insurance. Furthermore, a suc-

cessful product liability claim (or even an unsuccessful

one) could potentially harm the Company’s reputation and

hinder its ability to market other products, especially given

that the Company has only one product in active develop-

ment (please refer to Risk 3.5.2.1 of this Section 3.5 ‘Risk

Factors’’, for further information). To date, no such claims

or legal actions have been filed against Oxurion, but this

could happen in the future, in which case it could have

a material adverse impact on the Company depending

on the circumstances, resulting in a potential diminution

of the Company’s value and have an adverse impact on

shareholders.

3.5.5.3 Data protection violation or data breach claims

may have an adverse effect on Oxurion’s

business, prospects, financial condition and

results of operations and its ability to execute

the KALAHARI trial, which could have a sig-

nificant adverse impact on shareholders and

other stakeholders.

Oxurion is required to comply with applicable data pro-

tection laws, including the European Union’s General Data

Protection Regulation (“GDPR”), which imposes strict

obligations and restrictions on the collection and use of

personal data. This includes cybersecurity measures

addressed to prevent loss or exposure of data, intrusion into

or blockage of Oxurion’s or its collaborators’ systems. Even

stricter requirements apply to sensitive data (including

data related to health).

Oxurion collects, uses, and stores personal data including

sensitive data during the ordinary course of its opera-

tions. Oxurion’s third-party vendors also have access to

and process personal data, including sensitive data, on its

behalf.

Oxurion has established processes and controls for com-

pliance with its data protection obligations and for the

proper prevention, detection, and response to cybersecu-

rity risk. This includes the fact that all data from its clinical

trial is pseudonymized before being transferred to Oxurion

or its vendors, which do not have access to any patient

details concerning the subjects taking part in its clinical

trials.

Oxurion has taken preventative measures and established

procedures regarding data processing and data security.

However, data protection violations, data breaches, loss

of data and unauthorized access could still occur. This

could result in legal claims or proceedings, liability under

the data protection and other laws, significant regulatory

penalties, disruption of Oxurion’s operations and damage

to its reputation.

A significant data protection violation or data breach could

Licenses. THR-149 is the result of a license agreement

have a material adverse effect on Oxurion’s business,

with Bicycle Therapeutics for the intellectual property

prospects, financial condition, and results of operations. As

that protects THR-149. The conditions under which the

a biopharmaceutical company engaged in clinical trials, if

Company may use this intellectual property include, but

the Company were to be considered a data protection risk

are not limited to, payments being due upon achievement

by competent authorities, the CROs, investigators, hospitals,

of certain milestones and royalties on net sales of relevant

patients or third parties, it would make it more difficult for

products, as well as the performance of other obligations.

the Company to recruit the clinical trial sites, clinical in-

vestigators, and patients required for its trials and hence

If Oxurion fails to comply with its obligations under the

more difficult to carry out the trials, potentially resulting

license agreement, the licensor may reduce the scope of

in delay. This would result in a potential loss of value for

the license or terminate the license, resulting in the loss of

the Company and its shareholders as the trials could

the use of the related intellectual property rights. Loss of

take longer and become more expensive (please refer to

the rights to the intellectual property protecting THR-149 is

Sections 3.5.2.2 ‘THR-149 could be significantly delayed’

likely to mean that Oxurion is unable to develop, manufac-

and 3.5.3.1 ‘The Company may not obtain marketing

ture or sell THR-149 products or have them sold.

authorization for THR-149 in important territories’ of this

Section 3.5 ‘Risk Factors’, for further information).

Patent Protection. Oxurion and its licensors have a robust

patent portfolio protecting THR-149 in the most important

markets. However, Oxurion cannot guarantee that it or its

3.5.6 Risks related to intellectual

licensors will be able to obtain or maintain these patent

Property Protection

rights against third-party challenges to their validity, scope,

and enforceability, potentially enabling competitors to

3.5.6.1 THR-149 is licensed from third parties,

circumvent the patents and to use the patented intellec-

which creates risks of the loss of the license

tual property, thereby depriving Oxurion of the protection

rights, and THR-149 may not be adequately

it would expect against competitors. Moreover, Oxurion

protected by the patents and other intellectual

and its licensors have not sought to protect its intellectual

property rights, which could have a significant

property rights in all jurisdictions throughout the world and

adverse impact on shareholders and other

may not be able to adequately enforce their intellectual

stakeholders.

property rights in the jurisdictions where they have sought

or obtained protection.

THR-149 is covered by several patent families, which are

licensed to Oxurion. The Company’s success will depend

A biopharmaceutical company such as Oxurion that

in part on its and its licensors’ ability to obtain, maintain and

licenses rights from third parties relies on being able to

enforce these patents and other intellectual property rights.

exercise those rights and that they will be enforceable and

enforced, for its market and commercial value. Any diminu-

tion of those rights or that protection could have a material

adverse impact on the Company and its shareholders, and

therefore could result in a significant loss of investment.

If Oxurion were to lose the license rights to THR-149, the

Company’s ability to continue as a going concern could be

threatened which would have a material adverse impact

OXURION ANNUAL REPORT 2022

on the Company and its shareholders and could lead to

the Company’s liquidation or bankruptcy and the potential

total loss by the shareholders of their entire investment

(please refer to Section 3.5.1.1 of this Section 3.5 ‘Risk

Factors’, for further information).

In summary, if Oxurion were to lose the license rights

to THR-149, this would have a material impact on its

business and its shareholders (please refer to Section

3.5.2.1 of this Section 3.5 ‘Risk Factors’, for further infor-

mation). Furthermore, if Oxurion and its licensors would

be unsuccessful in enforcing their patents and other intel-

lectual property protection to protect THR-149, this could

have a material adverse effect on the Company’s ability

to maximize the market potential of THR-149, which also

could have a material impact on its business and its share-

holders and other stakeholders.

3.5.6.2 If Oxurion is not able to prevent disclosure of

its trade secrets, know-how, or other propri-

etary information, the value of its technology

and THR-149 could be significantly diminished,

which could have a substantial adverse impact

on shareholders and other stakeholders.

Oxurion relies on trade secret protection to protect its

interests in its know-how and other proprietary information

and processes for which patents are difficult to obtain or

enforce, all of which constitutes confidential information.

Oxurion may not be able to protect its confidential informa-

tion adequately. Oxurion has a policy of requiring anyone

to which it discloses confidential information, including for

example, its employees, actual or potential consultants,

contract personnel, advisers, some investors and potential

investors and third-party partners (“Receiving Parties”),

to enter into confidentiality agreements. However, there is

no assurance that such agreements will provide sufficient

protection of confidential information in the event of any

unauthorized use or disclosure of confidential information.

Furthermore, Oxurion cannot provide any assurance that any

of its Receiving Parties, either accidentally or through wilful

misconduct, will not cause serious damage to its programs

and/or its strategy, by, for example, disclosing confidential

information to its competitors. It is also possible that confi-

dential information could be obtained by third parties as a

result of breaches of physical or electronic security systems

of Oxurion, its Receiving Parties or other parties that have

had access to its confidential information.

Any disclosure of confidential data into the public domain

or to third parties could allow Oxurion’s competitors to learn

confidential information and use it in competition against

Oxurion. In addition, others may independently discover

Oxurion’s confidential information through intrusion on its

systems or those of third parties.

Enforcing Oxurion’s rights against any misappropriation or

unauthorized use and/or disclosure of confidential informa-

tion is time-consuming and expensive, and may ultimately

be unsuccessful, or may result in a remedy that is not com-

mercially viable. If Oxurion were unable to protect its confi-

dential information, this could significantly diminish the value

of THR-149 by allowing competitors to gain access to com-

petitive information, which could have a significant adverse

impact on Oxurion and its shareholders. A clinical stage bio-

pharmaceutical company such as Oxurion relies heavily on

the confidentiality of its information and trade secrets for its

market and commercial value and any loss of confidential-

ity with respect to THR-149 could have a material adverse

impact on the Company and its shareholders, and therefore

could result in a significant reduction in the Company’s value

and the shareholders’ investment.

3.5.7 Risks related to reliance on third

if the quality or accuracy of the clinical data they obtain is

parties, key personnel, grants, and tax

compromised due to their failure to adhere to Company’s

carry forwards.

clinical protocols, regulatory requirements or for other

3.5.7.1 Oxurion relies on third parties to conduct its

reasons.

clinical trials and to manufacture THR-149,

which creates interdependencies and risks.

There are a limited number of third-party service providers

that specialize in, or have the expertise required to,

Oxurion has relied upon and plans to continue to rely upon

undertake Oxurion’s preclinical and clinical trials in DME

third parties, including independent laboratories, clinical

and other vascular retinal disorders. If Oxurion’s relation-

investigators, CROs and third-party manufacturers, to

ships with these third-party CROs or clinical and preclini-

conduct its clinical trials and to manufacture THR-149.

cal investigators or laboratories would be compromised or

terminated, it may not be able to enter into alternative ar-

Clinical trials. Oxurion relies on third parties for the

rangements with alternative CROs or clinical investigators

execution of its preclinical trials and clinical trials and can

or to do so on commercially reasonable terms. Switching

control only certain aspects of their activities. However,

or adding additional CROs (or investigators or laborato-

Oxurion’s reliance on these third parties does not relieve

ries) involves additional cost and requires management

it of its regulatory responsibilities and it continues to

time and focus. In addition, the use of third-party service

be responsible for ensuring that the KALAHARI trial is

providers requires Oxurion to disclose its proprietary infor-

conducted in accordance with the applicable protocol,

mation to these third parties, which increases the risk that

scientific standards, and legal and regulatory obligations,

this information may be misappropriated.

such as Good Laboratory Practice (“GLP”), Good Clinical

Practice (“GCP”) and Good Clinical Manufacturing

If these third parties do not successfully carry out their

(“cGMP”) regulations. If Oxurion, third-party laboratories,

contractual duties or meet expected deadlines, Oxurion’s

clinical investigators or any of its CROs fail to comply with

results of operations and the commercial prospects for

applicable GLPs, GCPs or the tested products do not meet

THR-149 could be damaged, its costs could increase, and

cGMP regulations, the preclinical or clinical data may be

its ability to generate revenues could be delayed. Were this

deemed unreliable, and regulators may deny approval or

to occur, Oxurion may not be able to obtain regulatory

may require Oxurion to perform additional preclinical trials,

approval for, or commercialize THR-149 in a timely manner,

clinical trials or other activities before approving further

or at all, and as a result, the Company and its shareholders

trials or the marketing applications for THR-149.

and other stakeholders could be substantially harmed.

Further, with respect to the KALAHARI trial, the clinical in-

Third-Party Manufacturers. Oxurion also relies on third-par-

vestigators and CROs are not employees of Oxurion and

ty manufacturers to produce and supply trial medication

Oxurion will not be able to control, other than by contract,

for its clinical trials, drug discovery, and development

the quality and extent of resources, including time, which

process, as well as for the commercial supply of JETREA®.

they devote to THR-149 and the KALAHARI trial. The

trial therefore may be extended, delayed or terminated

Due to the size of Oxurion’s business, most goods and

if clinical investigators or CROs fail to devote sufficient

services are provided by only one and not several different

quality resources to the development of THR-149, do not

suppliers, which creates the risk of loss of key suppliers.

successfully carry out their contractual duties or obliga-

Expanding the supplier network would be time-consum-

tions or meet expected deadlines, need to be replaced, or

ing and expensive as all source suppliers are subject to

OXURION ANNUAL REPORT 2022

rigorous quality control standards. Oxurion’s suppliers are

required to adhere to strict contractual terms that include

regulatory, quality (including adherence to cGMP), as well

as anti-bribery and anti-corruption provisions.

Notwithstanding these contractual requirements, a

third-party manufacturer may not comply with the required

quality standards or devote sufficient resources to the man-

ufacturing of Oxurion’s products or may otherwise fail in

the manufacturing of such compound, in which event the

development and commercialization of THR-149 could be

delayed (for example because of product reruns) or even

terminated. Were concerns to arise with the manufactur-

ing of THR-149, Oxurion’s business could be substantially

harmed.

In summary, Oxurion’s reliance upon CROs and third-party

manufacturers to conduct its clinical trials and to manufac-

ture THR-149, creates risk to the Company and its share-

holders. If these CROs and third-party manufacturers do

not successfully carry out their contractual duties or meet

expected deadlines, Oxurion may not be able to obtain

regulatory approval for, or commercialize THR-149 and its

business could be substantially harmed, which could have

a significant negative impact on its shareholders or other

stakeholders.

3.5.7.2 Oxurion is subject to competition for its skilled

personnel, and challenges in identifying and

retaining key personnel could impair Oxurion’s

ability to do business.

Oxurion is a small company with 27 members of

personnel. Oxurion’s success depends on the continued

contributions of Oxurion’s CEO and his direct reports

(“Executive Committee”), its scientific personnel, and on

the Company’s ability to develop and maintain important

relationships with leading academic institutions, scientists,

and companies in the face of intense competition for such

personnel, amongst institutions and companies.

Oxurion’s ability to compete in the highly competitive bio-

technology and pharmaceuticals market depends on its

ability to attract and retain highly qualified management,

scientific and medical personnel. Many of the other bio-

technology and pharmaceutical companies and academic

institutions that Oxurion competes against for qualified

personnel have greater financial and other resources and

different risk profiles than Oxurion does.

The Company’s CEO, Executive Committee members, and

its key clinical and scientific personnel may terminate their

employment or services with the Company at any time

with relatively short notice. The departure of the CEO or

certain Executive Committee members and clinical and

scientific personnel may seriously and adversely affect

Oxurion’s business prospects, its clinical and research and

development efforts, and its ability to obtain funding.

To the extent that Oxurion loses key members of its

personnel or is unable to attract and retain key personnel,

this lack of resources would create risks for the business

and THR-149 by preventing the Company from achieving

its objectives due to the lack of qualified resources, which

could have a significant negative impact on its sharehold-

ers and other stakeholders.

3.5.7.3 Oxurion has obtained grants and subsidies,

which would need to be reimbursed if it

breaches the conditions.

The terms of certain of Oxurion’s grant agreements may

significantly hamper Oxurion in its flexibility to choose a

different location for its activities.

As of the end of 2022, Oxurion received several techno-

logical innovation grants in an amount of approximately

7 million euro, to support various research programs from

an agency of the Flemish government that supports tech-

nological innovation in Flanders. If Oxurion fails to comply

with its contractual obligations under the applicable tech-

nological innovation grant agreements, Oxurion could be

forced to repay all or part of the grants received, which,

3.5.8 Risks relating to the Shares

for example, inhibit Oxurion’s ability to relocate its activities

without repaying the grants because certain of the grants

3.5.8.1 Conversions of convertible bonds issued by the

require Oxurion to be located in Flanders. A violation of

Company under the Negma Funding Program

these grant agreements creates a risk of being required to

and going forward under the Atlas Funding

repay 1.3 million euro in grants, which would result in a loss

Program has, and will continue, to significant-

of this amount to the Company and its shareholders.

ly dilute the interests of existing shareholders

and such dilution is exacerbated by the sharp

3.5.7.4 Oxurion has significant deductible carry-for-

decrease in the Company’s market price.

ward tax losses and potential tax benefits in

Belgium, which could be adversely affected by

The Company has issued convertible bonds that are

changes in Belgian legislation and regulation.

convertible for new shares in the context of the funding

program as set out in the issuance and subscription

Through the end of 2022, the Group had 360 million euro

agreement entered into by the Company with Negma

of deductible carry-forward tax losses in Belgium.

on 26 August 2021, as amended (the “Negma Funding

Program”) and will continue to do so going forward under

Being active in research and development in Belgium,

the Atlas Funding Program.

Oxurion benefits from a patent income deduction, tax

credit for R&D expenses, tax exemption for regional grants

The conversion of convertible bonds under the Negma

and subsidies and tax advantages for qualified personnel

Funding Program has caused significant dilution. Going

as well as the expatriate regime for foreign researchers

forward, the conversion of convertible bonds under the

and executives. The introduction of a minimum taxable

Atlas Funding Program is expected to continue to cause

base and any other future adverse changes of Belgian tax

significant dilution. Due to conversions at low prices, the

legislation in relation to the items detailed above may ma-

number of shares issued by the Company has risen from

terially adversely affect Oxurion’s future average corporate

53,054,271 in August 2022 to 584,702,740 on 20 February

tax rate, results of operations and financial position. The

2023 (i.e. a rise of more than 1000% over a period of six

Group considers that there is a considerable uncertain-

months). The significant dilution caused by the conversion

ty regarding the future use of the tax losses of Oxurion

of convertible bonds under the Negma Funding Program,

as it is very difficult to estimate the impact of the patent

and in the future under the Atlas Funding Program, is exac-

deduction on the future tax result at this moment. As the

erbated by the Company’s low market price.

Group can only use the abovementioned patent deduction

on the basis of a tax ruling, the expectation exists that the

3.5.8.2 The market price of the shares may fluctuate

future tax gains will be rather limited. There is also the un-

widely in response to various factors, including

certainty regarding the future use of the tax losses with

significant sales of new shares upon conver-

ThromboGenics.

sion of convertible bonds.

Publicly traded securities from time-to-time experience

significant price and volume fluctuations that may be

unrelated to the results of operations or the financial

condition of the companies that have issued them. This is

exacerbated by the effects of the Atlas Funding Program

OXURION ANNUAL REPORT 2022

because of the large number of shares that the Company

expects to issue to Atlas (likely to exceed one billion

shares if all tranches are drawn down unless the stock

price increases), and which for the most part Atlas intends

to sell. Moreover, these market shifts may be more pro-

nounced in the biotech market than in the broader market

because the biotech market is considered to be riskier and

may react more strongly to perceptions of market shifts.

In addition, the market price of the existing Shares has

historically been volatile, ranging from a high of 1.54 euro

on March 30, 2022, and a low of 0.01 euro on February

28, 2023. The market price of the shares may continue

to fluctuate significantly in response to a number of

factors, some of which are beyond the Company’s control,

including fluctuations caused by results of the Company’s

clinical trial, changes in estimates by securities analysts

and the potential or actual sales of the shares, in particular

by Atlas, and the fact that the Company has limited news

flow and analyst coverage with approximately five analysts

covering the stock.

The Company’s existing shares also have a relatively

limited trading volume. For example, the average daily

trading volume of the Company’s shares in September

2022 was 261,590 shares. An active trading market for

the New shares may not develop, and there is no guarantee

that the existing active trading market for the shares can

be sustained or that it will be sufficiently liquid. If an active

trading market is not developed or sustained, the liquidity

and trading price of the shares of the Company could be

adversely affected.

Any sale of a significant number of the shares on the

public markets, or the perception that such sales could or

will occur, may adversely affect the market price of the

shares. The Company cannot make any predictions as to

6 Bron: https://live.euronext.com/en/product/equities/BE0003846632-XBRU.

the sale of shares or the perception on the market price of

the shares. It is expected that the shares issued upon con-

version of the convertible bonds under the Atlas Funding

Program will largely be sold by Atlas, which is expected to

exceed 1 billion if all available tranches are drawn down

unless the stock price increases. Such share sales may

continue to exert significant pressure on the market price

as the Company continues to draw significant amounts

under the Atlas Funding Program, upon which the

Company relies for its financing in the short term absent

other funding sources, by issuing convertible bonds. The

chart below illustrates the evolution of the stock price over

the period of September 29, 2021 (i.e., start of the Negma

Funding Program) to March 17, 2023

In addition, stock markets have recently experienced signif-

icant price and volume fluctuations, especially with respect

to biotech stocks, including in the Company’s view as a

result of the ongoing COVID-19 pandemic on the macro-

economic outlook. These fluctuations and the Russian

invasion in Ukraine have not always been related to the

performance of the specific companies whose shares are

traded. These fluctuations, as well as general economic

and political conditions, could have an adverse effect

on the market price of the shares and the value of any

investment.

3.5.8.3 Future capital increases by the Company

3.5.8.4 The Company will not be able to pay dividends

could have a negative impact on the price of

in the near future and intends to retain all

the shares and could significantly dilute the

earnings.

interests of existing shareholders.

The Company is not allowed to declare any dividends as

The Company will need to raise additional funds for the

long as it does not have any distributable reserves in accor-

completion of the KALAHARI trial and is likely in the future

dance with article 7:212 of the BCCA and has not declared

to increase its share capital against cash or contributions

or paid dividends on the shares in the past. Any declaration

in kind to finance its further development of its products

of dividends will be based upon the Company’s earnings,

or to strengthen its balance sheet (see also Sections 3.5.1.1

financial condition, capital requirements and other factors

and 3.5.1.2 of this Section 3.5 ‘Risk Factors’). It is uncertain

considered important by the Board of Directors.

whether the Company will be able to raise such additional

funds and, if it manages to do so, such raise of additional

The Company is not required to declare dividends.

funds may well be under less favorable conditions, in par-

Currently, the Board of Directors expects to retain all

ticular taking into account the Company’s current market

earnings, if any, generated by the Company’s operations

capitalization (see also Section 3.5.8.1 of this Section 3.5

for the development and growth of its business and does

‘Risk Factors’).

not anticipate paying any dividends to the shareholders in

the near future as the Company expects losses to continue

The Company has and may continue to issue subscrip-

as a result of costs relating to the ongoing KALAHARI trial

tion rights that are exercisable for new shares, or raise

and for future R&D.

capital through public or private offerings of convert-

ible debt (potentially in the context of the Atlas Funding

The Company therefore will not be in a in a position to pay

Program, the loan facility entered into by the Company on

dividends in the near future and intends to retain all earnings.

November 21, 2021 with Kreos Capital VI (UK) Limited

(“Kreos”) and Pontifax Medison Finance (Israel) L.P.

(“Pontifax Israel”) and Pontifax Medison Finance (Cayman)

3.6 OTHER INFORMATION IN

L.P. (“Pontifax Cayman” and together with Pontifax Israel,

ACCORDANCE WITH BELGIAN

“Pontifax”) (Pontifax together with Kreos, the “Lenders”)

COMPANY LAW

(the “Loan Facility”) or otherwise) or equity securities, or

rights to acquire these securities. In connection with such

3.6.1 Events after the end of the

transactions, the Company may, subject to certain con-

financial year

ditions, limit or decide to cancel preferential subscription

rights of existing shareholders that would otherwise be

On January 25, 2023, the Company has further amended

applicable to capital increases through contributions in

its mandatory convertible bonds issuance and sub-

cash. In addition, preferential subscription rights do not

scription agreement with the Negma Group. Before the

apply to capital increases through contributions in kind.

amendment, Negma had subscribed to 11 million euro in

Such transactions could therefore dilute shareholders in

convertible bonds. Pursuant to the amendment, Negma

the Company’s share capital, potentially at a price below

agreed to subscribe to up to 4 million euro (1,600 bonds)

the stock price, which could have a negative impact on the

in three tranches to be called at Oxurion’s full discretion.

price of the shares and the shareholders.

Similar to Part B of the funding program with Negma, the

OXURION ANNUAL REPORT 2022

liquidity requirement was eliminated, and the conversion

price of the shares was 80% of the lowest closing VWAP

over the 15 consecutive trading days in advance of the

conversion notice.

On March 1, 2023, the funding program with Negma

ended according to the terms of the agreement.

On March 1, 2023, the Company entered into the Atlas

Subscription Agreement for mandatory convertible bonds

with Atlas Special Opportunities, LLC providing for up to

20 million euro in financing. Under the terms of the Atlas

Subscription Agreement, Atlas has committed to subscribe

to up to 20 million euro in mandatorily convertible bonds

over a 24-month period at Oxurion’s discretion. The conver-

sion price is set at an eight percent discount to the average

VWAP over the three lowest days in the ten consecutive

trading days prior to the conversion notice. The Company

will pay a fee of 800,000 euro in bonds, which will be

issued together with the first tranche. The funding will be

provided in nine tranches, with the first tranche including a

Part A of 2.8 million euro (including the fee) and Part B of

2 million euro, and subsequent tranches of 2 million euro

each with a cool-down period of 22 trading days between

tranches (except for between Part A and Part B of the first

tranche where there is no cool down period). Provided the

conditions precedent are met, the decision to issue one or

more tranches is at the discretion of the Company. Certain

of the conditions precedents are not within the Company’s

control, including that the Company’s total trading volume

in the prior 22 trading days exceeds 1.5 million euro and

that its average market capitalization exceeds 4 million

euro (or 2 million euro for a 1 million euro tranche).

In addition, on March 1, 2023, Oxurion amended the terms

of its convertible bond loan agreement with Kreos Capital

and Pontifax Ventures, originally signed on November 22,

2021, (as already amended on June 30, 2022), to reduce

the Company’s debt by approximately 1 million euro by

making a prepayment in exchange for a corresponding

reduction in its cash covenant and other benefits.

On March 14, 2023, Oxurion announced that given their

other commitments, Dr. David Guyer and Dr. Adrienne

Graves decided to resign from the Company’s Board of

Directors and that Dr. Anat Loewenstein, Director of the

Department of Ophthalmology at Tel Aviv University, and

Nathalie Laarakker, Chief Financial Officer at Intravacc B.V.

in the Netherlands, have agreed to be co-opted as inde-

pendent directors. The co-optation is subject to ratification

by the Company’s Annual General Shareholders Meeting

on May 2, 2023.

3.6.2 Major trends influencing evolution of

the Company

The assets potentially subject to impairment on the

balance sheet of Oxurion are the carrying value of the in-

tangible asset composed of the in-licensed THR-687 from

Galapagos under the Galapagos License and the value of

immuno-oncology assets in Oncurious in-licensed from

VIB.

The Company impaired the Galapagos License related

to program THR-687, for the development and commer-

cialization of integrin antagonists as it has decided not to

advance THR-687 to Part B of the INTEGRAL trial. The

total impact amounted to 1.0 million euro in the first half

of 2022.

With respect to the in-licensed immuno-oncology assets

from VIB, as of June 30, 2021, the Company concluded

there is a need for impairment as Oxurion would no

longer make direct investments in these assets and the

Company was unable to secure a transaction with an addi-

tional investor in Oncurious. The assets were therefore fully

impaired as of that date.

Provided the Company is able to access all of the Atlas

Funding, Oxurion will have sufficient funding to continue

clinical development to reach topline data for the Phase

2 trial of THR-149 in the fourth quarter of 2023. However,

as set forth in Risks 3.5.1.1 and 3.5.1.2, the Atlas funding

Oncurious NV

is conditioned on certain events outside the Company’s

control, and the Company continues to pursue additional

As of December 31, 2022, Oncurious NV is wholly owned

funding to ensure completion of the THR-149 trial, and its

subsidiary of Oxurion based in Leuven, Belgium.

further operation thereafter.

Oncurious was incorporated on April 3, 2015, as a

public limited liability company (in Dutch: Naamloze

3.6.3 R&D

Vennootschap) by Oxurion and ThromboGenics Inc.

Given the activities of Oxurion, R&D costs are very signifi-

Oncurious is an oncology company focusing on the

cant and represent more than 70% of total operating costs

development of innovative medicines. Upon incorpora-

in 2022 and 2021.

tion, Oxurion made a contribution in kind of the TB-403

patents, the TB-403 know-how and the rights and obli-

Starting from financial year 2014, the government grants

gations under the TB-403 contracts representing 1.375

and income from recharge of costs have been deducted

million euro. ThromboGenics Inc. made a contribution in

from the R&D expenses. These costs mainly consist of

cash of 1,000 euro.

costs for clinical trials paid to third parties, personnel costs,

and depreciation. In 2013, a first depreciation on the cap-

On August 6, 2015, VIB made a contribution in kind in

italized costs related to the Phase 3 development of ocri-

Oncurious of the potential future royalties of TB-403

plasmin for the treatment of vitreomacular adhesion was

(oncology) representing 125,000 euro. After this trans-

booked. The JETREA® asset was impaired as of June 30,

action, VIB became a minority shareholder in Oncurious

2019, and from that date substantially lowered the depre-

alongside Oxurion, holding 125 shares of a total of 1,501

ciations as shown in section 5.7.3.

shares.

On December 12, 2017, Oxurion exercised the right to

3.6.4 Going concern

convert a 3.0 million euro convertible loan granted by

Oxurion to Oncurious into 3,000 shares in the share

We refer to section 3.4.

capital of Oncurious.

On December 12, 2017, Oncurious made simultaneous

3.6.5 Subsidiary activity –

agreements with VIB and Oxurion in which VIB made a

business combinations

contribution in kind of the rights to five immuno-oncolo-

gy targets in exchange for 857 new shares. As a result of

ThromboGenics Inc.

these agreements, Oxurion held 4,376 shares or 81.67%

and VIB held 982 shares or 18.33% of the total number of

As of December 31, 2022, ThromboGenics Inc. is a wholly

5,358 outstanding shares of Oncurious.

owned subsidiary of Oxurion and is incorporated in New

York, US.

OXURION ANNUAL REPORT 2022

On July 23, 2020, by decision of an extraordinary general

shareholders’ meeting (“EGM”) of Oncurious, the share

capital of Oncurious was increased by several contributions

in kind of Oxurion and VIB receivables from Oncurious

and a contribution in cash, followed by a formal capital

decrease to absorb accumulated losses.

On March 31, 2021, Oxurion and VIB entered into a share

purchase agreement pertaining to the acquisition of 680

shares in the share capital of Oncurious following the

exercise of a call-option granted by Oxurion to VIB under

the call option agreement between VIB and Oxurion of

December 12, 2017.

On April 30, 2021, by decision of the EGM of Oncurious,

the share capital of Oncurious was increased by a con-

tribution in kind of a VIB receivable from Oncurious. As

a result thereof, on December 31, 2021, out of a total of

12,011 shares, Oxurion owned 10,093 shares (representing

83.34%) and VIB owned 2018 shares (or 16.66%).

On September 28, 2022, Oncurious entered into an

agreement with VIB concerning the assignment of intellec-

tual property rights and know-how, and the termination of

certain licenses. The assignment concerns Oncurious’ C-C

motif chemokine receptor 8 (CCR8) program, as well as

other undisclosed assets. The assignment does not include

Oncurious’ TB-403 asset. The agreement was concluded

following the decision of Oncurious not to further invest in

the foreground technology of several discovery stage and

preclinical programs. In consideration of Oxurion’s contri-

butions towards the development of foreground technol-

ogy by Oncurious, prior to Oncurious’ abandonment and

assignment to VIB thereof, the parties agreed on a revenue

sharing agreement with Oxurion upon VIB’s valorization of

such foreground technology.

Subsequently, on December 14, 2022, VIB sold its

remaining stake in Oncurious to Oxurion for 1 euro.

We refer to the information on key arrangements in note

5.8 for more details on terms and accounting treatment.

3.6.6 Financial instruments

We refer to section 5.5.6.

3.6.7 Financial risk management

We refer to section 5.5.7.

3.6.8 Independence and competence in the

Audit Committee

The Company’s audit committee is validly composed in

compliance with the 2020 Belgian Code on Corporate

Governance (the “Corporate Governance Code”) and

the BCCA. The audit committee is made up of INVESTEA

SRL, represented by Emmanuèle Attout, who chairs the

Audit Committee, Thomas Clay and Philippe Vlerick (the

“Audit Committee”). All three Audit Committee members

qualify as independent directors. Investea SRL repre-

sented by Emmanuèle Attout, as former audit partner at

PricewaterhouseCoopers, has the necessary credentials to

bring the required accounting and auditing expertise in this

committee.

OXURION ANNUAL REPORT 2022

4. CORPORATE GOVERNANCE

OXURION ANNUAL REPORT 2022

4.1 GENERAL PROVISIONS

This section summarizes the rules and principles applica-

ble to the corporate governance of Oxurion. It is based on

the articles of association (the “Articles of Association”)

and on the corporate governance charter of the Company

(the “Corporate Governance Charter”) which was

drawn up on October 19, 2006, and which has been

updated since on a regular basis. The last update was

approved by the Board of Directors in March 2023 and is

published on Oxurion’s website (https://www.oxurion.com/

corporate-governance).

• Board of Directors

• Management Structure

• Dealing Code – Rules for the prevention of insider

trading and market abuse

• Audit Committee

• Nomination and Remuneration Committee (as defined

hereinafter)

4.2 COMPLIANCE WITH THE

CORPORATE GOVERNANCE CODE

The Company notes that under principle 7.6 of the

Corporate Governance Code, Non-Executive Directors

should receive part of their remuneration in the form of

shares in the Company. The Company does not comply

with this provision of the Corporate Governance Code

because the Company has no distributable reserves and

therefore it cannot acquire its own shares to be granted to

its Non-Executive Directors.

The Company further notes that under principle 7.6 of

the Corporate Governance Code, Non-Executive Directors

should not receive subscription rights in the Company as

part of their remuneration. The Company does not comply

with this provision of the Corporate Governance Code

because the Company has no distributable reserves and

therefore it cannot acquire its own shares to be granted

to its Non-Executive Directors. Consequently, the Company

has decided to grant Non-Executive Directors a limited

number of subscription rights to allow them to acquire

shares of the Company following the exercise of their re-

spective subscription rights, as approved by the AGM of

Oxurion of May 7, 2019.

Principle 7.9 of the Corporate Governance Code requires

the Board of Directors to set a minimum threshold of

shares to be held by the Executives (as defined below). The

Company deviates from this provision of the Corporate

Governance Code because the Company has no distrib-

utable reserves and therefore it cannot acquire its own

shares to be granted to its Executives (as defined below).

Principle 7.11 of the Corporate Governance Code provides

that subscription rights should not vest and be exercisa-

ble within less than three years. The Company deviates

from this standard because it considers it to be necessary

to attract high quality biotech executives, where vesting

of less than three years is not exceptional and Oxurion

considers to be necessary to be competitive.

4.3 DESCRIPTION OF THE PRINCIPAL

The Company does not consider that it is necessary to

CHARACTERISTICS OF THE

apply claw back provisions and therefore deviates from

COMPANY’S INTERNAL CONTROLS

principle 7.12 of the Corporate Governance Code. The

only variable compensation the Company pays are

AND RISK ANALYSIS

bonuses based on the achievement of corporate targets,

which are paid only upon achievement of the objective.

The Corporate Governance Charter describes how the

Subject to one deviation described and justified in Section

Company addresses internal controls and risk analysis.

4.9.2.1 (D), the Company does not apply any other perfor-

mance-based remuneration or variable compensation as

The following paragraphs summarize the most relevant

the subscription rights granted to Executives generally vest

characteristics of the Company’s internal controls and risk

over time and are not performance related.

analysis which make up part of the roles of the statutory

bodies as described in the Corporate Governance Charter.

Internal control systems play a central role in directing the

activities and in risk management. They allow for better

management and control of the possible risks (strategic

risks, financial risks, compliance with rules and legislations),

in order to achieve the corporate goals. The internal control

system is based on five pillars:

• Control environment

• Risk analysis

• Control activities

• Information and communication

• Supervision and modification

4.3.1 Control environment

Oxurion’s control environment includes both formal and

informal rules on which the functioning of the Company

relies.

Oxurion has defined Drive and Initiative, Teamwork,

Flexibility and Quality of Work as being the values driving

Oxurion’s team with the aim to create an open corporate

culture, in which communication and respect for patients,

suppliers and staff play a central role. Oxurion’s employees

OXURION ANNUAL REPORT 2022

are required to manage the Company’s resources with due

diligence and to act with the necessary common sense.

The informal rules are complemented by formal rules

where necessary.

Oxurion’s intent is to attract, motivate and retain qualified

employees, in a cooperative work environment and with

the possibility of personal development. Their expertise

and experience will contribute to the Company’s effective

management.

The control environment is further created and supported

by the Board of Directors, the committees within the

Board of Directors, being the Audit Committee, consisting

of INVESTEA SRL (represented by Emmanuèle Attout),

chairman; Thomas Clay; and Philippe Vlerick, the nomina-

tion and remuneration committee, consisting of Thomas

Clay (chairman), Dr. Adrienne Graves and Dr. David Guyer,

the CEO, the Executive Committee, and the staff.

Board of Directors

The Board of Directors consists of a majority of Non-

Executive, Independent Directors. The Board of Directors

undertakes the following functions in creating the control

environment:

• The Board of Directors pursues sustainable value

creation by the Company, by setting the Company’s

strategy, putting in place effective, responsible, and

ethical leadership, and monitoring the Company’s

performance.

• The Board of Directors supports the CEO in the fulfil-

ment of his duties and constructively challenges the

CEO whenever appropriate.

• The Board of Directors decides on and regularly reviews

the Company’s medium and long-term strategy based

on the proposals from the CEO.

• The Board of Directors approves the operational plans

and main policies developed by the CEO to give effect

to the approved Company strategy.

• The Board of Directors determines the risk appetite

of the Company in order to achieve the Company’s

strategic objectives.

To achieve its duties, the Board of Directors relies on its

committees, as well as the CEO as follows:

Committees within the Board of Directors

• The Audit Committee evaluates the strength of the

controls in place at regular intervals and assists the

Board of Directors in fulfilling its monitoring responsi-

bilities in respect of the financial reporting process, the

effectiveness of the internal control and risk manage-

ment systems and the Statutory Auditor’s work and

independence.

• The Audit Committee also monitors the integrity of the

financial information provided by the Company. The

Audit Committee ensures that the financial reporting

provides a true, honest, and clear picture of the situation

and the prospects of the Company. For this moni-

toring, the Audit Committee in particular reviews the

relevance and consistency of the accounting standards

and the accuracy, completeness, and consistency of

the financial information.

• The Nomination and Remuneration Committee

controls the quality and compensation for the Board of

Directors, the CEO, and the Executive Committee, and

evaluates the remuneration policy on a going forward

basis. Under the BCCA, any material changes to the

Remuneration Policy must be approved by the general

shareholders’ meeting of the Company.

CEO and Executive Committee

• The day-to-day management is the responsibility of the

CEO who is supported by the Executive Committee,

which is made up of the CEO and some of his direct

reports. The CEO controls the operations and activities

of the Executive Committee and all other personnel.

• For the sake of effective management, authority is

themselves in accordance with those principles and

partially delegated from the CEO to the various de-

seek to avoid even the appearance of improper behavior.

partments within Oxurion. The delegation of authorities

The Code of Business Conduct is also provided to, and

is not linked to a person, but rather to the position. The

followed by, Oxurion’s agents and representatives, including

CEO is responsible at a Group level and is finally re-

consultants.

sponsible for the activities that have been delegated.

All individuals concerned are informed of the extent of

The Code of Business Conduct seeks to deter wrongdoing

their authority (approval requirements and limitations

and to promote:

of authority).

• In managing internal controls and risks, the CEO is

• Honest and ethical conduct, including the ethical

entrusted with proposing, developing, implementing,

handling of actual or apparent conflicts of interest in

and monitoring the Company strategy, taking into

personal and professional relationships.

account Oxurion’s values, its risk profile and key policies.

• Full, fair, accurate, timely and understandable disclosure

in reports and documents that Oxurion submits to the

Financial Services and Markets Authority (the “FSMA”)

4.3.2 Risk analysis

and in other public communications made by Oxurion.

• Compliance with all applicable governmental laws,

As set forth above, the Board of Directors decides on the

rules, regulations, and industry codes

Group’s strategy, risk profile and its policies. The Board of

• Accountability for adherence to the Code of Business

Directors is tasked with ensuring the Company’s long-term

Conduct

success by employing appropriate risk assessment and

• Prompt internal reporting of violations of the Code of

management.

Business Conduct

The CEO is responsible for the development of systems

Oxurion divides its objectives into four categories:

that identify, evaluate, and monitor risks. The CEO under-

takes a risk analysis in all departments of the Group and

• Strategic

takes relevant risks into account in developing the Group’s

• Operational

strategy. Implementation includes a set of means, codes of

• Reliability of the internal and external information

conduct, procedures and measures that fit with the Group’s

• Compliance with rules and legislations and internal

structure, which are intended to maintain risks at an ac-

instructions

ceptable level.

Risk identification consists of examining the factors that

The control environment is supported by Oxurion’s code

could influence the objectives put forward in each category.

of business conduct (the “Code of Business Conduct”),

Internal or external factors may influence the realization of

which is part of the Corporate Governance Charter,

these objectives:

covering a wide range of business practices and proce-

dures. It does not cover every issue that may arise, but

• Internal factors: are closely related to the internal orga-

rather establishes basic principles to guide the motives

nization and could have several causes (for example,

and actions of Oxurion’s directors, officers, and employees.

change in the Company or Group structure, staff, ERP

All directors, officers and employees must conduct

system).

OXURION ANNUAL REPORT 2022

• External factors: can be the result of changes in the

economic climate, regulations or competition affecting

the Company or the Group and the sector.

The risks identified by the Company are detailed under

section 3.5.

4.3.3 Control activities

In order to properly manage the identified risks, Oxurion

takes the following control measures:

• Establishment of internal operational and control

procedures.

• Modifications and updates of the existing proce-

dures; use of a reporting tool that permits financial

data reporting on a regular basis (quarter, year). The

reporting tool also permits development of KPIs and

regular assessments thereof.

• Installation of access and security systems at the

premises and offices.

The risk mitigation comprises numerous day-to-day activ-

ities such as:

• Regular updates of the Company’s risk management

plans

• Management by operational supervisors

• Data exchange with third parties for confirmation

purposes (e.g. suppliers/customers)

• Segregation of duties

4.3.4 Information and communication

The Board of Directors takes all necessary measures to

ensure the integrity and timely disclosure of the Company’s

financial statements and other material financial and

non-financial information in accordance with applicable

law.

In order to be able to present reliable financial information,

Oxurion makes use of a standardized reporting of accounts

and a global application of IFRS recognition criteria and

applies a uniform administration and implementation of

the same ERP system in all subsidiaries.

Oxurion has a robust information management system.

Depending on the type of data at issue, controls are in

place to ensure that the information is limited to autho-

rized persons. A back-up policy is available, and all data

is backed up centrally on a weekly basis and locally on a

daily basis.

4.3.5 Supervision and modification

Supervision of the Company’s activities is carried out

by the Board of Directors, the Audit Committee and the

Company’s CEO.

Role of the Board of Directors

• The Board of Directors approves a framework of internal

control and risk management, proposed by the CEO. It

reviews the implementation of the framework, consider-

ing the evaluation made by the Audit Committee. The

Board of Directors is also responsible for describing the

main features of the internal control and risk manage-

ment systems of the Company and disclosing them in the

corporate governance statement in the Annual Report.

• The Board of Directors ensures that there is a process

in place for monitoring the Company’s compliance with

laws and other regulations, as well as for the application of

internal guidelines relating thereto.

Role of the Audit Committee

• The Audit Committee informs the Board of Directors of

the outcome of the statutory audit and explains how the

statutory audit contributed to the integrity of financial

reporting and the role that the Audit Committee played

in that process.

• At least once a year, the Audit Committee reviews the

Role of the CEO

internal control and risk management systems es-

tablished by the CEO. It ensures that the main risks

The CEO is responsible for:

are properly identified, managed, and disclosed in ac-

cordance with the framework approved by the Board

• Supervising compliance with the legislation and regu-

of Directors. The risks identified by the Company are

lations that apply to the Company.

detailed under Section 3.5.

• Establishing internal controls (i.e., systems to identify,

• The role of the Audit Committee also includes review

assess, manage and monitor financial and other risks)

and approval of the statements on internal control

without prejudice to the Board of Directors’ monitoring

and risk management included in the corporate gov-

role, based on the framework approved by the Board

ernance statement in the Annual Report, as well as

of Directors.

review of the specific arrangements in place which the

• Presenting a complete, timely, reliable, and accurate

staff of the Company may use, in confidence, to raise

preparation of the Company’s financial statements to

concerns about possible improprieties.

the Board of Directors, in accordance with the applica-

• The Audit Committee monitors the external auditor’s

ble accounting standards and policies of the Company;

work program and reviews the effectiveness of the

and

external audit process and the responsiveness of the

• Presenting a balanced and understandable assess-

management to the recommendations made by the

ment of the Company’s financial situation to the Board

external auditor in his or her management letter. The

of Directors.

external auditor must report to the Audit Committee

on the key matters arising from the statutory audit of

Oxurion believes that periodic evaluations are necessary

the financial statements, and in particular on material

to assess the effectiveness of the internal control function

weaknesses in internal control in relation to the financial

and the implemented procedures. Oxurion thus far has not

reporting process, if any.

assigned an internal audit role as the size of the business

• The Audit Committee annually reviews the need for

does not justify a permanent internal audit position. As

an internal audit function and advises the Board of

required, the Audit Committee outsources internal audit

Directors on the Audit Committee’s annual assessment

activities to cover selected and/or recurring topics.

whether an internal audit function is required.

External Audit

External auditing within Oxurion is performed by the Statutory

Auditor. This includes the auditing of the statutory financial

statements and the consolidated financial statements of

Oxurion and its subsidiaries.

OXURION ANNUAL REPORT 2022

4.4 FEES TO THE STATUTORY AUDITOR

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
Remuneration audit mandate	113	90
Other legal assignments of the auditor	18	48
Other services provided by the PwC/network	0	3

In 2022, fees totalling 113,000 euro were paid for the audit

mandates of Oxurion and Oncurious.

The 2021 fees involved other services provided by the

Statutory Auditor’s network related to tax services provided

in the UK and closing of the Irish Branch and were pre-ap-

proved by the Audit Committee.

4.5 NOTIFICATION OF

IMPORTANT PARTICIPATIONS

4.5.1 Share capital and shares

On December 31, 2022, the share capital of Oxurion was

75,856,161.32 euro, represented by 411,071,559 shares, all

with the same fractional value. Section 5.4 provides an

overview of the evolution of the Company’s share capital

over time. Section 5.7.7 also specifies the Board of Directors’

powers with respect to authorized share capital.

During financial year 2022, Oxurion’s share capital has

been increased on several occasions following the conver-

sion of (in aggregate) 3,610 convertible bonds issued to

Negma:

DAT E	BONDS	CAPITAL (IN	SHARE PREMI-
		EURO)	UM (IN EURO)
8 February 2022	200	483,219.36	16,780.64
23 March 2022	240	600,000.00	0.00
15 April 2022	230	575,000.00	0.00
18 May 2022	200	500,000.00	0.00
7 June 2022	180	450,000.00	0.00
6 July 2022	220	550,000.00	0.00
17 August 2022	200	500,000.00	0.00
5 September 2022	80	200,000.00	0.00
13 September 2022	80	200,000.00	0.00
12 October 2022	173	432,500.00	0.00
19 October 2022	164	410,000.00	0.00
24 October 2022	120	300,000.00	0.00
26 October 2022	123	307,500.00	0.00
2 November 2022	120	300,000.00	0.00
7 November 2022	130	325,000.00	0.00
17 November 2022	56	140,000.00	0.00
22 November 2022	172	430,000.00	0.00
24 November 2022	140	350,000.00	0.00
28 November 2022	242	605,000.00	0.00
30 November 2022	80	200,000.00	0.00
5 December 2022	80	200,000.00	0.00
9 December 2022	380	950,000.00	0.00
Total	3,610	9,008,219.36	16,780.64

In addition to the Negma funding, a capital increase also

4.5.3 Shareholders

took place in the context of the authorized capital by a

contribution in cash of 10,405,500 euro and with the

On December 31, 2022, based on all transparency decla-

issuance of 7,226,039 new Oxurion NV shares at 1.44 euro

rations and information received by the Company, Oxurion

per share through a private equity placement on March 7,

is not aware of participations exceeding any legal transpar-

2022.

ency threshold.

In accordance with Article 7:215 of the BCCA, the Board

of Directors is authorized to proceed on one or more

4.5.4 Notification of important participations

occasions with the acquisition, by purchase or exchange, of

its own shares for a price to be determined by the Board

Belgian law, in conjunction with the Articles of Association,

of Directors at the time of acquisition. This authorization

imposes disclosure requirements on any individual or entity

also applies to the acquisition of the Company’s shares

acquiring or transferring voting securities or securities which

by one of its directly controlled subsidiaries pursuant to

give a right to voting securities, as soon as the total number

Article 7:221 of the BCCA. This authorization is granted for

of voting rights directly or indirectly held by such individual

a period of five years starting from May 24, 2022.

or entity, alone or jointly with others, increases above, or

falls below, a threshold of three percent, five percent, or

any multiple of five percent, of the total number of voting

4.5.2 Subscription rights plans

rights attached to the Company’s securities. A shareholder

whose shareholding increases above or falls below any

As of December 31, 2022, Oxurion has the following sub-

such threshold must disclose this fact to the FSMA and to

scription rights plans in place:

the Company each time it occurs and submit the related

documentation to the FSMA. The Company is required to

• Four subscription rights plans for personnel,

publicly disclose any transparency notifications it receives

including employees and consultants, being the 2017

within three business days and must mention these noti-

Subscription Rights Plan (formerly referred to as the

fications in the notes to its financial statements. Euronext

2017 warrants plan) and the three 2021 Subscription

Brussels also publishes details of the notifications. To this

Rights Plans (consisting of the 2021-1, 2021-2 and

end, the Company has created a dedicated section on its

2021-3 Subscription Rights Plans); and

website: Transparency Notifications | Oxurion NV.

• One subscription rights plan for Non-Executive

Directors.

4.5.5 Financial service – paying

Paragraph 5.7.8 gives more detailed information on the

agent services

subscription rights plans and the outstanding number of

subscription rights as of December 31, 2022.

KBC Bank NV provides financial services related to the shares

in Belgium free of charge for the shareholders.

If shareholders prefer to use other intermediaries, they must

themselves solicit information with regards to costs relating to

the financial services.

OXURION ANNUAL REPORT 2022

4.6 COMPOSITION AND FUNCTIONING

OF THE COMPANY’S MANAGEMENT

4.6.1 Composition of the Board of Directors

The Company is led by a collegiate Board of Directors,

which is the Company’s most senior administrative body.

The Company establishes the Board of Directors’ internal

rules and regulations and publishes them in its Corporate

Governance Charter. The Board of Directors is charged with

achieving the Company’s long-term success by guarantee-

ing entrepreneurial leadership and ensuring that risks are

assessed and managed in an appropriate way. The Board

of Directors’ responsibilities are stipulated in the Articles of

Association and in the Board of Directors’ internal rules and

regulations. The Board of Directors is organized in view of an

effective execution of its tasks.

The Board of Directors decides upon the Company’s strategic

direction, policies geared towards achieving its objectives, and

its risk profile.

The Board of Directors ensures that the necessary leadership

and financial and human resources are available so that the

Company is able to realize its goals. Also, when determining

the values and strategies contained in the Company’s overall

business plan, the Board of Directors considers corporate

social responsibility, gender diversity and diversity in general.

MeRoNo BV (represented by Dr. Patrik De Haes, M.D.) was

appointed Chairman of the Board of Directors on May 15,

2021, replacing Thomas Clay who remains on the Board of

Directors as Non-Executive, Independent Director.

As of December 31, 2022, the Board of Directors consists of

seven members:

• MeRoNo BV, represented by Dr. Patrik De Haes, M.D., Non-

Executive Director, Chairman

• Thomas Clay, Non-Executive, Independent Director

• Dr. David Guyer, M.D., Non-Executive, Independent Director

• INVESTEA SRL, represented by Emmanuèle Attout, Non-

Executive, Independent Director

• Baron Philippe Vlerick, Non-Executive, Independent

Director

• Dr. Adrienne Graves, Non-Executive, Independent Director

• Tom Graney, CFA, Executive Director, Chief Executive

Officer

The Board of Directors includes two female members and

five male members.

The following paragraphs contain a brief biography of each

director in function during the year 2022.

Dr. Patrik De Haes, M.D., (MeRoNo BV), Non-Executive

Director, Chairman

Dr. Patrik De Haes, M.D., has over 30 years of experi-

ence in the global healthcare industry, covering product

development, marketing, and general management. Patrik

joined Oxurion in 2008 and before taking up the role of

Chairman of the Board of Directors, he was Oxurion’s CEO

for 14 years. Prior to Oxurion, Patrik was head of Roche’s

Global Insulin Infusion business, as well as President and

CEO of Disetronic Medical Systems Inc., a medical device

company based in Minneapolis, US. He also led the global

development and commercialization of the first biotech

product at Sandoz Pharma (now Novartis) in Switzerland.

As past Chairman of FlandersBio, Patrik is an active

member of the local and regional biotech and life sciences

community in Belgium. Patrik holds a degree in Medicine

from the University of Leuven.

Thomas Clay, Non-Executive, Non-Executive,

Independent Director

Thomas Clay is the Managing Member of Epacria Capital

Partners, LLC, a single-family office managing public and

private investments for members of the Clay family. He

also serves as a Director of several private companies

and of the Clay Mathematics Institute, Inc. Thomas is

a graduate of Harvard College, Oxford University and

Emmanuèle Attout (INVESTEA SRL), Non-Executive,

Harvard Business School. Thomas replaced his father,

Independent Director

Landon Clay, on the board of directors, who led the first

external investment into Oxurion and resigned from the

Emmanuèle Attout was an audit partner at

Board of Directors in 2011.

PricewaterhouseCoopers from 1994 to 2014, in charge

of audits of a range of clients in various sectors, including

Dr. David Guyer, M.D., Non-Executive, Independent

listed companies and pharmaceutical and life sciences

Director (resigned on March 12, 2023)

companies, from which she brings substantial relevant

experience to the Board of Directors and to the Audit

Dr. David Guyer, M.D., is a long-standing member of the

Committee. Emmanuèle is an independent Non-Executive

US retina community and is currently the Co-founder,

Director, and chair of the Audit Committee, of Atenor SA,

President, and CEO of EyeBio. David is also a Venture

AG Insurance SA/NV and Schréder SA. She is a super-

Partner at SV Health Investors and is Co-Founder and

visory board member of Eurocommercial Properties NV.

former CEO and Executive Chairman of IVERIC bio

Since 2009, Emmanuèle is co-founder and former director

(formerly Ophthotech Corporation). He was previously

of the NGO Women on Board. Emmanuèle graduated in

the CEO of Ophthotech. Dr. Guyer is also on the board of

Applied Economic Sciences at the UC Louvain.

directors of iStar Medical and Eye-Point Pharmaceuticals.

He co-founded and served as CEO and a Director of

Baron Philippe Vlerick, Non-Executive, Independent

Eyetech Pharmaceuticals, Inc., where he led the company

Director

through private, public, and corporate financings, and

oversaw the rapid development and successful commer-

Philippe Vlerick is the owner, Chairman and CEO of several

cialization of Macugen® (pegaptanib sodium), the first

businesses in Belgium and abroad. He currently serves

FDA-approved anti-VEGF pharmacological treatment

as the Chairman and Chief Executive Officer of Vlerick

for the treatment of wet AMD. Dr. Guyer has also had a

Group (Belgium), and as Chairman and CEO of UCO

successful career in academic medicine as Professor and

NV, Chairman of Pentahold, Chairman of Smartphoto

Chairman of the Department of Ophthalmology at New

Group and Chairman of the Festival Van Vlaanderen.

York University School of Medicine. Dr. Guyer received

Baron Vlerick is also Vice-chairman of KBC Group and is

his Bachelor of Science (BSc) degree from Yale College

a member of the board of directors of Exmar, Besix Group,

summa cum laude and his medical degree (MD) from

Mediahuis, BMT and L.V.D. (Belgium). Mr Vlerick holds

Johns Hopkins Medical School. He completed his ophthal-

a Degree in Philosophy and Law from the University of

mology residency at Wilmer Ophthalmological Institute

Leuven, and an MBA General Management degree (PUB)

at Johns Hopkins Hospital and a retinal fellowship at the

(Ghent, Vlerick School of Management – 1979). He also

Massachusetts Eye and Ear Infirmary at Harvard Medical

holds a master’s degree in business administration from

School.

Indiana University, Bloomington (US – 1980). In 2006,

he was voted Manager of the Year by Trends, a leading

business magazine in Belgium. He was granted the title of

Baron in 2008 and became Commander of the Order of

Leopold in 2013.

OXURION ANNUAL REPORT 2022

Dr. Adrienne Graves, Non-Executive, Independent

Director (resigned on March 13, 2023)

Dr. Graves is a board member of multiple companies and

organizations including IVERIC bio, Nicox, the American

Society of Cataract and Refractive Surgery, the Glaucoma

Research Foundation, and the Foundation Fighting

Blindness. She was the president and chief executive

officer of Santen, Inc., the US arm of Japan’s largest oph-

thalmic pharmaceutical company, Santen Pharmaceutical

Co., Ltd. Before becoming the president and chief executive

officer, she was the vice president of clinical affairs and

senior vice president of worldwide clinical affairs for Japan,

US, and Europe at Santen, Inc. Prior to Santen, Inc., Dr.

Graves was the director of international ophthalmology

at Alcon Laboratories, Inc. She was also the co-founder

of Glaucoma 360 (Glaucoma Research Foundation) and

Ophthalmic Women Leaders (OWL). Dr. Graves received

her bachelor’s degree in psychology with honors from

Brown University, her Ph.D. from the University of Michigan

in psychobiology and completed a postdoctoral fellowship

in visual neuroscience from the University of Paris.

Tom Graney, CFA, Executive Director, Chief Executive

Officer

Tom Graney has extensive global finance and operational

experience that spans corporate development, commer-

cial strategy, portfolio management and supply chain

management, communications, and investor relations. He

is the former Chief Financial Officer of Generation Bio, was

Senior Vice President and Chief Financial Officer at Vertex

Pharmaceuticals Inc. and Chief Financial Officer and Senior

Vice President of Finance & Corporate Strategy at Ironwood

Pharmaceuticals. Prior to Ironwood Pharmaceuticals, Tom

spent 20 years working with Johnson and Johnson and its

affiliates, including four years as worldwide vice president

of finance and Chief Financial Officer of Ethicon. Tom is a

Charted Financial Analyst and holds a B.S. in accounting

from the University of Delaware and an M.B.A. in Marketing,

Finance, and International Business from the Leonard N.

Stern School of Business at New York University. Tom is an

independent director and member of the audit and com-

pensation committees of AC Immune (Nasdaq: ACIU) and

independent director and chair of the audit committee of

Mogrify, a private biotechnology company.

4.6.2 Evaluation of Board of Directors’

activity and members

The Board of Directors does not use a formalized process

for the assessment of its operation, the functioning of the

Committees or the involvement of each director in Board of

Directors’ activities. Rather, the Chairman, in consultation with

individual directors and with support from the Nomination

and Remuneration Committee, regularly conducts an evalua-

tion of all components of the Board of Directors. A global eval-

uation is further informally debated in the various Board of

Directors’ meetings and Committee meetings to ensure that

all components of the Board of Directors and interactions with

the CEO are functioning well. In particular, when proposing

the election or re-election of directors, the Board of Directors

ensures through its discussions that its composition delivers

the appropriate skills and diversity to the Company.

4.6.3 Board of Directors’ meetings in 2022

The Board of Directors met regularly and had fourteen

formal board meetings in 2022. With regard to its super-

visory responsibilities, the Board discussed, among other

things::

• The Board of Directors decided not to advance

THR-687 to Part B of the INTEGRAL trial, and to focus

on its THR-149 program, following top-line results from

Part A of its Phase 2 trial of THR-687 in May 2022.

OXURION ANNUAL REPORT 2022

• The Board of Directors decided to the conduct an

interim analysis of at least 25% of the patients for the

KALAHARI Phase 2, Part B THR-149 trial. The Board

of directors decided to continue the trial based on the

results of the interim analysis.

• The Board of Directors ensures that the necessary

financial resources are in place so as to allow the

Company to meet its objectives. This included suc-

cessfully organizing a private equity placement on

March 7, 2022, by which it raised 10.4 million euro in

gross proceeds for 7,226,039 new shares issued at

1.44 euro. Moreover, it amended its mandatory con-

vertible bonds issuance and subscription agreement

with Negma, allowing the Company (at its discretion)

to access to 6 million euro in cash in four monthly

tranches, without application of a cooling off period or

liquidity requirement.

• The Board of Directors was actively involved in discus-

sions regarding future funding opportunities.

• The Board of Directors is responsible for the corporate

governance structure of the Company and compliance

with the corporate governance stipulations. The Board

of Directors has decided to adopt a one-tier gover-

nance structure and to have an Audit Committee and a

combined Nomination and Remuneration Committee.

The Board of Directors appointed Midico BV (represented

by Michaël Dillen) as Company Secretary in March 2020.

Below is the attendance grid at the formal 2022 Board of

Directors’ meetings:

BOARD OF DIRECTORS

MERONO BV,

CHAIRMAN (PATRIK

DE HAES)

THOMAS CLAY DR. DAVID GUYER

INVESTEA SRL

(Emmanuèle

Attout)

BARON PHILIPPE

VLERICK

DR. ADRIENNE

GRAVES

TOM GRANEY

27/01/2022

present present present present present present present

18/02/2022

present present present present present present present

24/03/2022

present present present present present present present

8/05/2022

present present present present present present present

2/06/2022

present present present present present present present

30/06/2022

present present present present excused excused present

30/08/2022 I

present present present present represented present present

30/08/2022 II

present present present present represented present present

5/09/2022

present represented represented represented represented represented present

6/09/2022

present present present present present excused present

5/10/2022

present present excused present present present present

20/10/2022

present present present present represented excused present

13/12/2022

present present present present present present present

16/12/2022

present excused present present present present present

OXURION ANNUAL REPORT 2022

4.6.4 Committees within the Board

of Directors

The Board of Directors has established an Audit Committee

and a combined Nomination and Remuneration

Committee. The Board of Directors appoints the members

and the chairman of each committee. Each committee

consists of at least three members. The composition of

the Committees for 2022 was as follows:

Audit Committee: INVESTEA SRL (represented by

Emmanuèle Attout), chairman; Thomas Clay; Philippe

Vlerick.

The Audit Committee held five meetings during 2022.

Nomination and Remuneration Committee: Thomas Clay,

chairman; Dr. Adrienne Graves; Dr. David Guyer.

The Nomination and Remuneration Committee held three

meetings during 2022.

The powers of these Committees are described in the

Company’s Corporate Governance Charter (Appendix

4 and 5), which is available on Oxurion’s website

(

www.oxurion.com

Below is the attendance grid at the 2022 Committee

meetings:

AUDIT COMMITTEE

INVESTEA SRL,

CHAIR

THOMAS CLAY PHILIPPE VLERICK

16/02/2022

present present present

14/03/2022

present present present

20/05/2022

present present present

30/08/2022

present present represented

7/12/2022

present present represented

NOM REM CO

THOMAS CLAY,

CHAIR

DR. DAVID GUYER

DR. ADRIENNE

GRAVES

19/01/2022

present present present

24/03/2022

present present excused

12/12/2022

present present excused

4.6.5 CEO

The CEO is appointed by the Board of Directors in ac-

cordance with Oxurion’s Corporate Governance Charter.

The CEO has the power to propose and implement the

corporate strategy, taking into account the Company’s

values, its risk tolerance and key policies. The CEO is,

among other things, entrusted with the day-to-day man-

agement of the Company.

The powers of the CEO are defined by the Board of

Directors in close consultation with the CEO. The CEO su-

pervises the Company’s on-going activities.

In 2022, the role of CEO was carried out by Tom Graney.

The details of the CEO’s remuneration is laid out in the

Remuneration Report.

This section provides a brief biography of the CEO in place

on December 31, 2022.

Tom Graney – Chief Executive Officer

We refer to section 4.6.1.

4.6.6 Executive Committee

In addition to the CEO, several managers are members

of the Executive Committee. The Executive Committee is

not mentioned in the Corporate Governance Charter. The

members of the Executive Committee provide support

and assistance to the CEO (members of the Executive

Committee together with the CEO are referred to herein as

“Executives”). The Executive Committee has no statutory

delegated powers to represent the Company or to propose

or implement corporate strategy.

Executive Committee meetings are attended by the

following executives (December 31, 2022):

• Julie Binon – Chief People Officer

• Andy De Deene – Chief Development Officer

• Tom Graney – Chief Executive Officer and Chief

Financial Officer

• Midico BV represented by Michaël Dillen – Chief

Business Officer and Company Secretary

• Paisley BV represented by Kathleen Paisley – Chief

Legal Officer and Compliance Officer

OXURION ANNUAL REPORT 2022

4.7 POLICY REGARDING

TRANSACTIONS AND OTHER

CONTRACTUAL RELATIONSHIPS

BETWEEN THE COMPANY,

INCLUDING AFFILIATED COMPANIES,

ITS DIRECTORS, AND THE CEO

4.7.1 Conflicts of Interest of Directors and

the CEO

Article 7:96 of the BCCA contains special provisions which

must be complied with whenever a director has a direct

or indirect conflict of interest of a patrimonial nature in a

decision or transaction within the authority of the Board of

Directors.

According to Appendix 1 and 2 of the Corporate

Governance Charter of the Company regarding transac-

tions or other contractual relations between the Company

including affiliated companies, and its directors and the

CEO, such transactions need to be submitted to the Board

of Directors.

In 2022, no conflicts of interest occurred.

4.7. 2 Transactions with Affiliated Companies

Article 7:97 of the BCCA provides for a special procedure

which must be followed for transactions with Oxurion’s

affiliated companies or subsidiaries. Such a procedure

does not apply to decisions or transactions that are

entered in the ordinary course of business under at arm’s

length conditions or for decisions and transactions whose

value does not exceed one percent of the Company’s

consolidated net assets. According to Appendix 2 of the

Corporate Governance Charter of the Company regarding

transactions or other contractual relations between the

Company including affiliated companies, and its directors

and members of the CEO, such transactions need to be

submitted to the Board of Directors.

In 2022, no such transactions occurred.

4.7. 3 Protocol regarding transactions with

Related Parties

Transactions with related parties are exclusively with

members of the Board of Directors.

We refer to section 4.9 for the remuneration report con-

cerning 2022.

4.7.4 Market Abuse regulations

Oxurion’s Corporate Governance Charter Appendix 3

as published on its website describes the rules in place

to prevent inside information being used illegally or the

impression of such illegal use being created by directors,

shareholders, members of the management and important

employees (insiders).

The precautionary measures against insider trading

include, among other things, the obligation to compose

lists of insiders, the requirements concerning investment

recommendations, the obligation to report insider trans-

actions, and the obligation for the intermediary to report

suspicious transactions. The measures are stipulated in

Regulation (EU) No 596/2014 of the European Parliament

and of the Council of April 16, 2014, on Market Abuse

(the “Market Abuse Regulation”) and repealing Directive

2003/6/EC of the European Parliament and the Council

and Commission Directives 2003/124/EC, 2003/125/EC

and 2004/72/EC.

In accordance with the Market Abuse Regulation, Oxurion

has drawn up a list of permanent insiders, including

persons in the Company who are employed or consulted

for the Company and who have regular or occasional

4.8 CAPITAL INCREASE BY THE BOARD OF

access to insider information directly or indirectly concern-

DIRECTORS WITH RESPECT TO THE

ing Oxurion. Moreover, the Company establishes ad hoc

AUTHORIZED SHARE CAPITAL AND

insider lists as required. These lists are updated frequently

and remain at the disposal of the FSMA for five years.

PROVISIONS THAT MAY BE TRIGGERED

IN THE EVENT OF A PUBLIC TAKEOVER

In accordance with the Market Abuse Regulation, the

ON THE COMPANY (ARTICLE 8:2 OF

members of the Board of Directors and the management

THE ROYAL DECREE OF APRIL 29,

are obliged to report their transactions involving shares of

2019 (ARTICLE 34 OF THE OLD ROYAL

Oxurion to the FSMA.

DECREE OF 14 NOVEMBER 2007))

The Company has established a disclosure committee

The Powers of the Board of Directors with Respect to the

and has a Chief Compliance Officer, Paisley BV (represent-

Authorized Share Capital

ed by Kathleen Paisley).

Article 46 of the Articles of Association contains the following

provisions with respect to the authorized share capital. The

Board of Directors’ powers with respect to the authorized

share capital were renewed at the EGM of Oxurion held on

May 24, 2022, for a period of five years starting from the

publication of the notary deed pertaining to the modification

of the Articles of Association in the Belgian Official Gazette

(May 24, 2022). The Board of Directors is authorized to

increase the share capital of the Company upon one or more

occasions up to an amount of 67,931,161.32 euro (less the

authorized capital which is used in view of the issuance of

convertible bonds) through contribution(s) in cash, contribu-

tion(s) in kind, or by conversion of the reserves in accordance

with the special report drawn up pursuant to Article 7:199 of

the BCCA. As a result, on December 31, 2022, the authorized

capital is 65,443,000 euro.

OXURION ANNUAL REPORT 2022

4.9 REMUNERATION REPORT FINANCIAL

YEAR 2022

In accordance with Belgian law, the Company has adopted

a new remuneration policy in 2021 (Article 3:6, §3 of the

BCCA), which was approved by the Board of Directors on

March 17, 2021, on the recommendation by the Nomination

and Remuneration Committee. At the AGM in May 2021, the

Company submitted its remuneration policy to the sharehold-

ers, which was approved. This policy applies for the next four

years unless materially modified by the Board of Directors and

approved by the shareholders (the “Remuneration Policy” or

the “Policy”).

The purpose of a remuneration policy is to provide the funda-

mental principles based on which the Company will remuner-

ate the members of its Board of Directors, CEO, and Executive

Committee on a going forward basis.

This section of the Annual Report first provides an overview of

the Remuneration Policy. This is followed by the remuneration

report for 2022 applying the Policy.

The purpose of the Remuneration Report is to report on the

remuneration paid by the Company in 2022 in accordance

with the Belgian legislation (Article 7:89/1 of the BCCA) and

the Policy.

4.9.1 Overview of Remuneration Policy

4.9.1.1 Executives

(A) Structure

The CEO is appointed by the Board of Directors in accor-

dance with Oxurion’s Corporate Governance Charter. The

CEO has the power to propose and implement corporate

strategy, taking into account the Company’s values, its risk

tolerance and key policies. The CEO is, among other things,

entrusted with the running of the Company.

The CEO is assisted by an Executive Committee, which

provides support and assistance to the CEO but has no

statutory delegated powers to represent the Company or to

propose or implement corporate strategy.

The CEO and other members of the Executive Committee are

all referred to in this Remuneration Report as the “Executives”.

(B) Remuneration of Executives

Oxurion’s approach to remuneration of its Executives is geared

at attracting, motivating, and retaining highly qualified individ-

uals with the necessary skill set and experience to ensure its

continuing sustainable and profitable growth. As such, the

Policy is designed to support the retention and motivation of

the Executives.

The total remuneration package for Oxurion Executives is

made up of three components:

• Fixed compensation, including pension and other benefits.

• Variable compensation which is based on achieving

corporate objectives.

• Equity-based compensation in the form of subscription

rights.

Fixed Compensation. Each Oxurion Executive is entitled to a

to the expiry of a three-year period following their allocation.

fixed annual compensation package including pension, where

The decision to do so was not considered to be exceptional

applicable, and other benefits.

in the biotech and pharmaceutical industry where such plans

are common in order to ensure longevity.

Variable Compensation. Executives are also entitled to

variable compensation based on achieving annual corporate

Oxurion generally does not provide for any performance-re-

performance objectives.

lated premiums in shares, options, or other rights to acquire

shares. However, a deviation was made in 2021 to grant Mr.

This variable component is an incentive linked to the achieve-

Graney performance-based options when he was appointed

ment of annual corporate objectives. The level of achieve-

CEO, as set forth in the 2021 Remuneration Report.

ment of each of the corporate objectives defines the total

percentage of the target amount that is paid. As it is typically

Ownership of shares. The Company is not able to make

annual in nature, this component qualifies as a short-term

share grants as it does not have distributable reserves and

cash incentive.

therefore is not able to hold treasury shares and hence has

not put in place any requirements for share ownership by the

Share Subscription Rights. The Company offers subscription

Board of Directors or by Executives.

rights to Executives through various subscription rights plans

(previously referred to as warrants).

Claw backs. In line with its remuneration policy, Oxurion

does not operate any claw back arrangements in relation

Subscription rights are granted free of charge according

to remuneration paid to Executives. The Company does not

to rules set by the Board of Directors on the advice of the

consider that it is necessary to apply claw back provisions

Nomination and Remuneration Committee. The vesting of

and therefore deviates from principle 7.12 of the Corporate

subscription rights is generally not linked to individual perfor-

Governance Code on the basis that:

mance but rather is based on continued service to ensure

that Executives have a long-term commitment to maximizing

• The pay out of the variable compensation, based on the

long-term shareholder value. Paragraph 4.9.2.1, D gives more

achievement of corporate targets as set by the Board of

detailed information on the subscription right plans and out-

Directors, is paid only upon achievement of the objective.

standing subscription rights at the end of 2022 including the

• The Company does not apply any other perfor-

value per subscription right at the time of each grant applying

mance-based remuneration or variable compensation

the Black-Scholes-Merton valuation method.

as the subscription rights granted to Executives generally

vest over time and are not performance related.

The Company does not consider the subscription rights

granted to Executives to be variable remuneration as defined

Consequently, no claw back arrangements were applied

by the BCCA.

during 2022.

At the EGM of November 20, 2017, it was decided that

Conflicts of interest. The remuneration of the non-executive

Oxurion would expressly deviate from the specific provi-

directors is subject to approval by the general shareholders’

sions of Art. 7:91 BCCA, according to which directors are not

meeting.

allowed to exercise subscription rights allocated to them prior

OXURION ANNUAL REPORT 2022

The CEO does not participate in the preparation and the

decision making regarding his own remuneration. Furthermore,

the Nomination and Remuneration Committee is composed

exclusively of non-executive board members and a majority

of its members qualify as independent directors. The CEO/

Executive Director only participates in the meetings of the

Nomination and Remuneration Committee in an advisory

capacity. He recuses himself and does not participate in the

discussions relating to his own remuneration in either the

Nomination and Remuneration Committee or the Board of

Directors.

4.9.1.2 Board of Directors

The procedure for establishing the remuneration policy and

setting remuneration for members of the Board of Directors is

determined by the Board of Directors on the basis of proposals

from the Nomination and Remuneration Committee, taking into

account relevant benchmarks with appropriate peer companies.

The remuneration of the Non-Executive Directors is submitted

by the Board of Directors to the shareholders’ meeting for

approval and is only implemented after such approval.

The fixed and variable remuneration of the CEO (who is a

member of the Board of Directors) is established by the Board

of Directors based upon an authorization from the sharehold-

ers’ meeting and described above. Executive Directors are not

separately remunerated for their board role.

(A) Non-Executive Directors

Based on a peer review of the compensation of the Board

of Directors against peer companies (Euronext listed biotech

companies), the AGM of Oxurion of May 7, 2019, approved a

new remuneration and compensation scheme and decided

to issue a subscription rights plan for Non-Executive Directors

with the objective of avoiding disadvantages compared to

competitors and peer companies. This was further imple-

mented in the Company’s Remuneration Policy.

In accordance with the policy terms approved by the share-

holders, Non-Executive Directors are entitled to the following

fees:

ROLES BOARD AUDIT CO NOM REM CO

Chairman

90,000 12,000 8,000

Board Member

30,000 6,000 4,000

The Chairman of the Board of Directors does not receive

any fees for any membership or chairmanship of any of the

Committees he may hold. If a director attends less than at

least 75% of the scheduled annual Board of Directors’ or

Committee meetings of which he or she is a member either

in person or by phone, the fees are reduced on a pro rata

basis. Where members attend Board of Directors’ meetings

in person, they are entitled to reimbursement of reasonable

out-of-pocket expenses actually incurred as a result of partic-

ipation in meetings of the Board of Directors.

Apart from the above remuneration, the shareholders decided

at the AGM in May 2019 that Non-Executive Directors should

be entitled to subscription rights for 7,500 shares in the

Company per year. This was implemented by decision of the

Board of Directors to adopt a Board of Directors’ Subscription

Rights Plan 2020 for 150,000 shares before the Public

Notary on December 23, 2020. These rights are not subject

to any vesting criteria and can be freely exercised during any

exercise period for the life of the Plan. The Company does not

consider them to be variable compensation.

The Company recognizes that the Corporate Governance

Code recommends against granting subscription rights to

Board of Directors’ members, but at the same time advises

companies that members of the Board of Directors should own

shares of the Company. Oxurion is not able to grant shares to its

directors because it does not have distributable reserves and

cannot own treasury shares. Therefore, the Company considers

that the grant of subscription rights to Non-Executive Directors

that vest on grant operates as closely as possible to a share.

OXURION ANNUAL REPORT 2022

The shareholders have already expressly agreed to the grant

of subscription rights to the Board of Directors at the 2019

AGM and again at the 2021 AGM as part of the approval of

the 2021 Remuneration Policy.

The Board of Directors’ remuneration structure encourages an

active participation in both Board of Directors’ and Committee

meetings. The fixed remuneration for the Non-Executive

Directors is justified by the fact that the proper operation of

these Committees requires adequate preparation by the

members. The grant of subscription rights to Non-Executive

Directors further aligns the Directors’ interests with those of

the shareholders and allows the Company to attract and

retain top quality directors.

The objective and independent judgment of the Non-

Executive Directors is further encouraged by the fact that they

do not draw any other remuneration from the Company other

than their fixed Directors’ remuneration and their subscription

rights, except for David Guyer who provides additional ad hoc

consultancy services.

The remuneration of the Non-Executive Directors does not

contain a variable component; hence no performance criteria

apply to the remuneration of the Non-Executive Directors.

The Directors’ mandate may be terminated “ad nutum” (at

any time) without any form of compensation.

(B) Executive Directors

Executive Directors are not compensated for their role on

the Board of Directors in addition to the compensation they

receive as Executives.

4.9.2 Remuneration report

4.9.2.1 Executives

(A) Total Remuneration Summary for Executives

This Remuneration Report covers Oxurion Executives,

including the CEO and the Executive Committee. During fiscal

year 2022, the Executive Committee was made up by the

following Executives (plus the CEO):

• Julie Binon – Chief People Officer (until December 31,

2022)

• Andy De Deene – Chief Development Officer

• Tom Graney – Chief Executive Officer and Chief Financial

Officer

• Midico BV represented by Michaël Dillen – Chief Business

Officer and Company Secretary

• Paisley BV represented by Kathleen Paisley – Chief Legal

Officer and Compliance Officer

• Hanne Callewaert – Chief Operating Officer (until

September 1, 2022)

• Alan Stitt – Chief Scientific Officer (until August 31, 2022)

During the course of 2022, a number of changes were made

to the composition of the Executive Committee. The global

remuneration figures included in this Remuneration Report

for the Executive Committee for fixed compensation, other

benefits and pensions, where applicable, include amounts

paid to all members of the Executive Committee and relating

to the 2022 financial year in euro. The amounts included for

variable compensation are those relating to the financial year

regardless of when they were paid.

The overview below demonstrates the total remuneration of

the CEO and Executive Committee members in 2022 in euro:

NAME AND TITLE FIXED COMPENSATION OTHER BENEFITS PENSION

VARIABLE

COMPENSATION

TOTAL

RATIO OF VARIABLE TO

FIXED COMPENSATION

Tom Graney, CEO

502,000 35,000 24,000 0 562,000 N/A

Executive Committee

1,057,000 35,000 42,000

1,134,000 N/A

OXURION ANNUAL REPORT 2022

(B) Fixed Remuneration

We refer to the table above that reflects the base com-

pensation, pension and other benefits for the CEO and

Executive Committee members in 2022 in euro.

Base Compensation. Each Oxurion Executive is entitled to

base compensation in line with his/her position.

Other Benefits. Depending on their location and status,

Executives may be entitled to statutory benefits plus a

contribution to a healthcare plan, a company car, and/or

similar arrangements. These amounts can vary from year-

to-year but are reported here due to their recurring nature.

Pension. Depending on their location and status, Executives

may receive defined contribution benefits under Oxurion’s

group insurance plan or through matching arrangements

under 401 (k) plans in the US. These amounts can vary

from year-to-year but are reported here due to their

recurring nature.

According to the Remuneration Policy, the performance

criteria are set at the beginning of the year together with

the Nomination and Remuneration Committee and the

Board of Directors to align with what they consider creates

the most shareholder value. They have four primary

components - (1) funding of the company in relation to

a specific plan, developed by the Board of Directors; (2)

delivery of the development programs via clinical trial

milestones; (3) enhancing the Company’s assets in key

strategic areas, for example, through in/out-licensing and

(4) a relevant people objective. Those four components

of the performance criteria are weighted in light of their

importance to the Company’s success and linked to the

specific year.

At year-end, the Nomination and Remuneration Committee

and the Board of Directors decide whether corporate ob-

jectives are achieved. The objectives are SMART, so they

are achieved or not achieved by the timeline set for the

period. In some cases, they are partially achieved. In the

latter case, the Nomination and Remuneration Committee

and the Board of Directors shall award a reduced target

incentive amount based on criteria for partial achievement

that have been established in advance.

For the year 2022, the objectives were set relating to

funding (both amount and timing), clinical trial timelines for

THR-149 and THR-687 and employee engagement. The

Nomination and Remuneration Committee and the Board

of Directors have decided not to grant a variable compen-

sation for the year 2022 in spite of the achievement of

some of the objectives.

OXURION ANNUAL REPORT 2022

(D) Subscription Rights

The Executives are also entitled to participate, free of charge, in the different subscription rights plans that Oxurion has in

place for its personnel.

No subscription rights were granted to or exercised by Executives in 2022.

The table below sets forth the subscription rights outstanding and exercisable as of December 31, 2022, for the Executives

including for our former CEO ViBio BV and former Chief Legal Officer Claude Sander:

NAME FIRST NAME DATE OF GRANT PLAN EXERCISE PRICE

N° OF SRS OUT-

STANDING AS OF

DECEMBER 31, 2022

N° OF SRS FORFEITED

IN 2022

NUMBER OF SRS

EXERCISABLE AS OF

DECEMBER 31, 2022

Binon

Julie 03 07 2019 2017 3.822 15,000 15,000

Binon

Julie 26 06 2020 2017 2.847 12,500 12,500 12,500

Binon

Julie 28 04 2021 2021-1 2.6 7,500 2,500 7,500

Binon

Julie 30 09 2021 2021-2 1.75 9,844 7,656 9,844

Binon

Julie 30 12 2021 2021-3 1.82 32,500 32,500 32,500

Callewaert

Hanne 29 06 2018 2017 6.549 10,000 10,000

Callewaert

Hanne 03 07 2019 2017 3.822 4,000 4,000

Callewaert

Hanne 28 04 2021 2021-1 2.6 7,500 5,156

Callewaert

Hanne 30 09 2021 2021-2 1.75 47,500 26,718

Callewaert

Hanne 30 12 2021 2021-3 1.82 90,000 45,000

De Deene

Andy 28 12 2018 2017 3.4 25,000 25,000

De Deene

Andy 27 12 2019 2017 2.64 25,000 25,000

De Deene

Andy 28 04 2021 2021-1 2.6 40,000 30,000

De Deene

Andy 30 09 2021 2021-2 1.75 150,000 84,375

De Deene

Andy 30 12 2021 2021-3 1.82 220,000 110,000

Graney

Tom 28 04 2021 2021-1 2.6 400,000 300,000

Graney

Tom 30 09 2021 2021-1 1.75 165,000 0

Graney

Tom 30 09 2021 2021-2 1.75 235,000 0

Midico BV

28 04 2021 2021-1 2.6 52,500 39,375

Midico BV

30 09 2021 2021-2 1.75 45,000 25,312

Midico BV

30 12 2021 2021-3 1.82 90,000 45,000

Paisley BV

28 04 2021 2021-1 2.6 52,500 39,375

Paisley BV

30 09 2021 2021-2 1.75 55,000 30,937

Paisley BV

30 12 2021 2021-3 1.82 90,000 45,000

Sander

Claude 28 12 2017 2017 3.38 25,000 25,000

Sander

Claude 28 12 2018 2017 3.4 25,000 25,000

ViBio BV

28 12 2017 2017 4.593 100,000 100,000

ViBio BV

28 12 2018 2017 4.593 100,000 100,000

ViBio BV

27 12 2019 2017 4.593 100,000 100,000

ViBio BV

28 04 2021 2021-1 2.6 200,000 150,000

OXURION ANNUAL REPORT 2022

(E) 2022 Executive Remuneration and

alignment with Remuneration Policy

The remuneration for 2022 is in line with the Remuneration

Policy and contributes to the long-term performance of the

Company as intended by the Remuneration Policy (as set out

above).

The Oxurion remuneration policy is defined in a manner that

remunerates the Company’s executives to drive and reward

actions, decisions and behavior that makes the Company suc-

cessful in the long run. Variable compensation at the Company

is directly linked to tangible corporate objectives, each one

contributing to the Company’s performance. Executives are

incentivized to focus on those actions or decisions that will

make the Company successful. This short-term incentive

plan is expressed as a percentage of base salary. Oxurion also

has a long-term incentive component, which is intended to

focus its executives on value creation for the shareholders,

employees, patients, and other stakeholders over the long run,

this via a subscription rights plan.

4.9.2.2 Directors

(A) Non-Executive Directors

Cash Compensation

The 2022 remuneration of the Non-Executive Directors

and the Chairman of the Board of Directors is set forth

in the chart below. Note that no benefits are provided to

members of the Board of Directors.

NAME

ANNUAL

FEES

AUDIT

MEM-

BER

AUDIT

CHAIR

NOM

REM

MEM-

BER

NOM

REM CO

CHAIR

TOTAL

PAY-

MENTS

Chairman,

MeRoNo BV,

represented by

Patrik De Haes

90,000

22,500

Thomas Clay

30,000 6,000 4,000 4,000 44,000

Investea SRL,

represented by

Emmanuèle

Attout

30,000 6,000 6,000 42,000 21,000

Philippe

Vlerick

30,000 6,000 36,000

Dr. Adrienne

Graves

30,000 4,000 34,000

Dr. David

Guyer

30,000 4,000 34,000

David Guyer received, in addition to his Director’s remu-

neration, compensation of 35,000 USD for consultancy

services in 2022.

Share Subscription Rights

In 2022, no subscription rights were granted to members

of the Board of Directors.

(B) Executive directors

Executive director Tom Graney does not receive any com-

pensation for his Board of Director’s mandate. The com-

pensation paid in respect of his function as CEO is outlined

above.

OXURION ANNUAL REPORT 2022

4.9.2.3 Evolution of Executives remuneration and

average employee remuneration and pay ratio.

(A) Evolution of Executives remuneration and

average employee remuneration

The chart below shows the evolution of the Executive

Remuneration, share price (as a proxy for Company per-

formance) and average remuneration:

NAME AND TITLE TOTAL REMUNERATION

2019 2020 2021

2022

CEO (*)

557,000 455,000 652,000 562,000

Change year on year

-18.3% + 43.3% -13.8%

Non-Executive

Directors

206,000 196,949 252,250 280,000

Change year on year

-4.4% +28.1% +11%

Executive Committee

(**)

1,472,000 1,674,000 1,860,000 1,134,000

Change year on year

+13.7% +11% -39%

Share Price at YE

2.95 2.56 1.82 0.020

Change year on year

-13.2% -29% -99%

Average Compensation

per FTE (***)

107,000 102,000 159,000 110,000

Change year on year

-4.67% +56.9% -31%

(*) The decrease in the remuneration 2022 of the CEO is mainly due to the fact

that no variable compensation related to 2022 was granted.

(**) The decrease in the Executive Committee remuneration in 2022 is mainly due

to the fact that no variable compensation related to fiscal year 2022 was granted

and that the number of Executive Committee members was reduced.

(***) The decrease in average compensation per FTE is mainly due to the fact that

no variable compensation in 2022 was granted for corporate objectives and the

composition of the personnel changed due to restructuring and attrition.

For the calculation of the average compensation per

FTE, the fixed remuneration and employee benefits in

December 2022 have been taken into account. The com-

pensation data includes European employees, in full time

equivalent, employed in December 2022, and does not

include Executive Committee members.

(B) Ratio of the Total Remuneration of Highest

Paid versus Lowest Remunerated Personnel

The ratio of the 2022 remuneration of the lowest full time

FTE (in euro) to the highest fulltime FTE (in euro), was 1:9.

This compares to 1:15 in 2021.

For the calculation of this ratio, the compensation data

of US and European employees, full time equivalent, and

employed in December 2022, are considered and is based

upon the fixed remuneration and employee benefits in the

month of December 2022.

4.9.2.4 Extraordinary Items

Severance Payments

During 2022, three members of the Executive Committee

left the Company.

• Hanne Callewaert, Chief Operating Officer, left the

company on August 31, 2022, however, she continues

to act as a part time consultant to the Company. No

severance payments were made. Her participation in

the different subscription rights plans that Oxurion has

in place for its personnel will end when Ms. Callewaert

no longer renders services to Oxurion as a consultant.

• Alan Stitt, Chief Scientific Officer, left the company on

August 31, 2022. No severance payments were made.

• Julie Binon, Chief People Officer, left the Company on

December 31, 2022, however, she continues to act as

a part time consultant to the Company. No severance

payments were made. Her participation in the different

subscription rights plans that Oxurion has in place

for its personnel will end when Ms. Binon no longer

renders services to Oxurion as a consultant.

OXURION ANNUAL REPORT 2022

5. CONSOLIDATED FINANCIAL

STATEMENTS

OXURION ANNUAL REPORT 2022

5.1 CONSOLIDATED STATEMENT OF PROFIT AND LOSS

N '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	NOTE	2022	2021
Revenue	5.6.1	595	1 ,128
Cost of sales	5.6.2	-513	-612
Gross profit		82	516
Research and development expenses	5.6.3	-15 ,986	-20 ,696
General and administrative expenses	5.6.4	-5 ,980	-7 ,150
Selling expenses	5.6.5	-892	-1 ,27 4
Other operating income	5.6.6	830	1,2 45
Other operating expense		0	-9
Impairment losses	5.7.3	-1 ,000	-1,127
Operating result		-22,946	-28 ,495
Finance income	5.6.7	639	171
Finance expense	5.6.8	-9 ,379	-1,268
Result before income tax		-31 ,686	-29 ,592
Taxes	5.6.10	-7	-3
Result of the year		-31 ,693	-29 ,595
Attributable to:
Equity holders of the company		-31 ,685	-29 ,158
Non-controlling interest		-8	-437
Result per share
Basic earnings / loss (-) per share (euro)	5.6.11	-0 .37	-0.77
Diluted earnings / loss (-) per share (euro)	5.6.11	-0 .37	-0.77

IN '000 EURO (AS AT 31 DECEMBER)	NOTE	2022	2021
Result of the year		-31 ,693	-29 ,595
Other comprehensive income:
Remeasurement of defined benefit pension schemes	5.7.9	361	566
Fair value gain/(loss) on investments designated as at FVTOCI		-5	-5
Other comprehensive income that will not be reclassified to profit or loss		356	561
Exchange differences arising on translation of foreign operations		101	122
Other comprehensive income that will or may be reclassified to profit or loss		101	122
Other comprehensive income, net of income tax		457	683
Total comprehensive loss (-) / income for the year		-31 ,236	-28,912
Attributable to:
Equity holders of the company		-31 ,228	-28,475
Non-controlling interest		-8	-437

The accompanying notes from section 5.5 to 5.7 form integral part of these consolidated financial statements.

OXURION ANNUAL REPORT 2022

5.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

IN '000 EURO (AS AT 31 DECEMBER)	NOTE	2022	2021
ASSETS
Property, plant and equipment	5.7.1	99	120
Right-of-use assets	5.7.2	963	252
Intangible assets	5.7.3	0	1,000
Other non-current assets		40	95
Non-current tax credit	5.7.4	3 ,785	4,000
Non-current assets		4,887	5,467
Inventories	5.7.5	5	60
Trade and other receivables	5.7.4	3 ,321	2,517
Current tax receivables	5.7.4	189	845
Investments	5.7.6	95	247
Cash and cash equivalents		3 ,496	9 ,7 40
Current assets		7 ,106	13,409
Total assets		11 ,993	18,876
EQUITY AND LIABILITIES
Share capital	5.7.7	65 ,443	46 ,029
Share premium	5.7.7	250	234
Other comprehensive income	5.7.8	101	-356
Other reserves	5.7.8	3,027	-5,266
Retained earnings		-73 ,404	-4 1 ,719
Equity attributable to equity holders of the company		-4,583	-1,078
Non-controlling interest		0	-30
Total equity		-4,583	-1 ,108
Lease liabilities		833	44
Employee benefit liabilities	5.7.9	159	594
Convertible loans	5.7.11	3,235	8,433
Non-current liabilities		4,227	9 ,071
Trade payables		5 ,040	4,979
Lease liabilities		139	221
Convertible loans	5.7.11	3,809	3,401
Other short-term liabilities	5.7.10	3,361	2,312
Current liabilities		12,349	10 ,913
Total equity and liabilities		11 ,993	18,876

The accompanying notes from section 5.5 to 5.7 form integral part of these consolidated financial statements.

OXURION ANNUAL REPORT 2022

5.3 CONSOLIDATED STATEMENT OF CASH FLOWS

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	NOTE	2022	2021
Cash flows from operating activities
Loss for the period		-31 ,693	-29 ,595
Finance expense	5.6.8	1,555	896
Finance income	5.6.7	-203	-171
Depreciation of property, plant and equipment	5.7.1	63	77
Amortization and impairment of intangible assets	5.7.3	1 ,000	1 ,127
Amortization of right-of-use assets	5.7.2	290	600
Gain on sale of property, plant and equipment		-1	-344
Fair value adjustments of financial instruments		7 ,388	372
(Reversal of) impairment losses on current assets		0	629
Increase / Decrease (-) in provisions		-75	64
Equity settled share-based payment transactions	5.6.9	933	1 ,107
Increase (-) / Decrease in trade and other receivables and inventories		215	-2,037
Increase / Decrease (-) in short-term liabilities		1,149	297
Net cash flows generated / used (-) in operating activities		-19,379	-26,978
Cash flows from investing activities
Disposal of property, plant and equipment (following a sale)	5.7.1	18	394
Decrease / Increase (-) in investments	5.7.6	147	36
Interest received and similar income	5.6.7/8	5	9
Purchase of property, plant and equipment	5.7.1	-59	-32
Net cash flows generated / used (-) in investing activities		111	407
Cash flows from financing activities
Principal paid on lease liabilities	5.7.2	-294	-599
Proceeds from loans and borrowings	5.7.11	7 ,150	11,150
Repayment of loans and borrowings	5.7.11	-3,605	0
Other financial income / expense (-)		-7	-20
Interest paid on lease liabilities	5.7.2	-6	-3
Proceeds from capital increases in subsidiaries from non-controlling interest		0	86
Proceeds from capital and share premium increases, gross amount	5.7.7	10,405	1,350
Paid interests and other bank charges	5.6.8	-642	-186
Net cash flows used (-) / generated in financing activities		13,001	11,778
Net change in cash and cash equivalents		-6 ,267	-14 ,793
Net cash and cash equivalents at the beginning of the period		9 ,7 40	2 4,511
Effect of exchange rate fluctuations		23	22
Net cash and cash equivalents at the end of the period		3 ,496	9 ,7 40

The accompanying notes from section 5.5 to 5.7 form integral part of these consolidated financial statements.

OXURION ANNUAL REPORT 2022

5.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

			OTHER			ATTRIBUTABLE
	SHARE CAPITAL	SHARE	COMPREHEN-	OTHER	RETAINED	TO EQUITY	NON-CONTROL-	TOTAL
		PREMIUM	SIVE INCOME	RESERVES	EARNINGS	HOLDERS OF	LING INTEREST
			RESERVE			THE COMPANY
Balance as at 1 January 2021	44,913	0	-1,039	-6 ,133	-12,561	25 ,180	-132	25,048
Total comprehensive income of the year
Result of the year	0	0	0	0	-29 ,158	-29 ,158	-437	-29 ,595
Change to foreign currency translation	0	0	122	0	0	122	0	122
difference
Remeasurement of DBO	0	0	566	0	0	566	0	566
Net change in fair value of investments	0	0	-5	0	0	-5	0	-5
Total comprehensive income for the year	0	0	683	0	-29 ,158	-28 ,475	-437	-28 ,912
Contributions by and distributions to owners
Issue of ordinary shares	1 ,116	234	0	213	0	1 ,563	0	1 ,563
Share-based payment transactions	0	0	0	1 ,107	0	1 ,107	0	1 ,107
Total contributions by and distributions	1 ,116	234	0	1,320	0	2,670	0	2,670
to owners
Transactions with non-controlling interests	0	0	0	-453	0	-453	539	86
Balance as at 31 December 2021	46 ,029	234	-356	-5,266	-41 ,719	-1 ,078	-30	-1 ,108
Balance as at 1 January 2022	46 ,029	234	-356	-5,266	-41 ,719	-1 ,078	-30	-1 ,108
Total comprehensive income of the year
Result of the year	0	0	0	0	-3 1,685	-31,685	-8	-3 1 ,693
Change to foreign currency translation	0	0	101	0	0	101	0	101
difference
Remeasurement of DBO	0	0	361	0	0	361	0	361
Net change in fair value of investments	0	0	-5	0	0	-5	0	-5
Total comprehensive income for the year	0	0	457	0	-3 1 ,685	-31 ,228	-8	-31 ,236
Contributions by and distributions to owners
Issue of ordinary shares	19 ,4 14	16	0	7 ,398	0	26 ,828	0	26 ,828
Share-based payment transactions	0	0	0	933	0	933	0	933
Total contributions by and distributions	19 ,4 14	16	0	8,33 1	0	27 ,761	0	27 ,761
to owners
Transactions with non-controlling interests	0	0	0	-38	0	-38	38	0
Balance as at 31 December 2022	65 ,443	250	101	3,027	-73 ,404	-4,583	0	-4,583

The accompanying notes from section 5.5 to 5.7 form integral part of these consolidated financial statements.

OXURION ANNUAL REPORT 2022

5.5 GENERAL NOTES TO

THE CONSOLIDATED

FINANCIAL STATEMENTS

5.5.1 Reporting entity

Oxurion is a public limited liability company (in Dutch:

Naamloze Vennootschap) established under Belgian

law with its registered office at Gaston Geenslaan 1,

B-3001 Leuven, with two wholly owned subsidiaries

– ThromboGenics and Oncurious (wholly owned as

of December 14, 2022). Oxurion, ThromboGenics and

Oncurious are biopharmaceutical companies focusing on

the development of new drugs for the treatment of eye

diseases and cancer. The Group has built a pipeline of

drug candidates, one of which is actively in the clinic. The

Group’s research and development facilities are located in

Belgium.

The consolidated financial statements of Oxurion for the

year ending December 31, 2022, include the entire Group.

These consolidated financial statements were approved

by the Board of Directors on March 30, 2023. Possible

changes to this Annual Report can be carried out until the

AGM of May 2, 2023 .

5.5.2 Application of new and revised

standards and interpretations to the

consolidated financial statements

New Standards, Interpretations and Amendments adopted

by the Group.

During 2022, the Group has adopted all the new and

revised Standards and Interpretations issued by the

International Accounting Standards Board (“IASB”) and

the IFRS Interpretations Committee (“IFRS IC”) of the

IASB as adopted by the European Union (“EU”) and

effective for the accounting year starting on January 1,

2022. The Group has not applied any new IFRS require-

ments that are not yet effective as of December 31, 2022 .

The following new Standards, Interpretations and

Amendments issued by the IASB and the IFRS IC as

adopted by the European Union are effective for the

financial period:

• Amendment to IFRS 16 Leases: COVID-19-Related

Rent Concessions beyond 30 June 2021 (applicable

for annual periods beginning on or after 1 April 1, 2021)

• Amendments to IAS 16 Property, Plant and Equipment:

Proceeds before Intended Use (applicable for annual

periods beginning on or after 1 January 1, 2022)

• Amendments to IAS 37 Provisions, Contingent

Liabilities and Contingent Assets: Onerous Contracts

— Cost of Fulfilling a Contract (applicable for annual

periods beginning on or after 1 January 1,2022)

• Amendments to IFRS 3 Business Combinations:

Reference to the Conceptual Framework (applicable

for annual periods beginning on or after 1 January 1,

2022)

• Annual Improvements to IFRS Standards 2018–2020

(applicable for annual periods beginning on or after 1

January 1, 2022)

The adoption of these new standards and amendments

has not led to major changes in the Group’s accounting

policies.

Standards and Interpretations issued but not yet effective

in the current year.

The Group elected not to early adopt the following new

Standards, Interpretations and Amendments, which have

been issued by the IASB and the IFRS IC but are not yet

mandatory for December 31, 2022, reporting periods and/

or not yet adopted by the EU as per December 31, 2022 :

• IFRS 17 Insurance Contracts (applicable for annual

5.5.3 Basis of preparation and significant

periods beginning on or after January 1, 2023)

accounting policies

• Amendments to IFRS 17 Insurance contracts: Initial

Application of IFRS 17 and IFRS 9 – Comparative

The main basis adopted when preparing these consolidat-

Information (applicable for annual periods beginning

ed financial statements are set out below.

on or after January 1, 2023)

• Amendments to IAS 1 Presentation of Financial

(A) STATEMENT OF COMPLIANCE

Statements: Classification of Liabilities as Current or

Non-current (applicable for annual periods beginning

These consolidated financial statements were prepared

on or after January 1, 2024 or later, but not yet endorsed

in accordance with the IFRS as issued by the IASB and

in the EU)

adopted by the EU. The consolidated financial statements

• Amendments to IAS 1 Presentation of Financial

are presented in thousands of euro except per share

Statements and IFRS Practice Statement 2: Disclosure

amounts which are in euro.

of Accounting Policies (applicable for annual periods

beginning on or after January 1, 2023)

(B) GOING CONCERN - MATERIAL

• Amendments to IAS 8 Accounting policies, Changes

UNCERTAINTY

in Accounting Estimates and Errors: Definition of

Accounting Estimates (applicable for annual periods

The Group’s cash balance at December 31, 2022, of 3.6

beginning on or after January 1, 2023)

million euro is not sufficient to fund the Group’s operations

• Amendments to IAS 12 Income Taxes: Deferred Tax

during the next twelve months. However, post-closing, the

related to Assets and Liabilities arising from a Single

Group entered into the Atlas Subscription Agreement.

Transaction (applicable for annual periods beginning

This committed but conditional funding would be

on or after January 1, 2023)

sufficient to fund operations during the next twelve months

• Amendments to IFRS 16 Leases: Lease Liability in a

from the financial statement’s issue date. However, given

Sale and Leaseback (applicable for annual periods

the contingent nature of this funding, the Group is actively

beginning on or after January 1, 2024, but not yet

exploring the possibility of obtaining additional funding

endorsed in the EU)

through debt, equity, or non-dilutive funding, including the

licensing of THR-149, or alternatively reducing its costs

None of the new Standards, Interpretations and

and investments so that there should be sufficient cash

Amendments, which are effective for periods beginning

to continue its operations during the next twelve months.

after January 1, 2022, that have been issued by the IASB

and the IFRS IC but are not yet effective as per Decembe r

As the net-assets of the Company are below 61,500

31, 2022, and/or not yet adopted by the EU as per

euro (the statutory minimum amount of share capital of

December 31, 2022, are expected to have a material effect

a Belgian public limited liability company), in accordance

on the Group’s current or future financial statements or on

with article 7:229 of the BCCA, each interested party is

foreseeable future transactions.

entitled to request the competent commercial court to

dissolve the Company. In such instance the court may

order the dissolution of the Company or grant a grace

period within which the Company is allowed to remedy

the situation .

OXURION ANNUAL REPORT 2022

Based on the above, the Board of Directors considers it

may be reasonable to expect that there will be sufficient

cash to continue its operations during the next twelve

months, and therefore decided to continue its valuation

rules under the assumption of going concern. However,

there is a material uncertainty relating to going concern

of the Group because it is uncertain that the above-men-

tioned committed but conditional funding will be available

when needed given the conditions related to the funding,

and because it is not certain whether the Group will be

able to timely obtain the necessary additional funding

through debt, equity, or non-dilutive funding, partnering or

to realize sufficient cost and investment reductions .

( C) BASIS OF CONSOLIDATION

Subsidiaries

The consolidated financial statements include all the

entities that are controlled by the Group. Control exists

when Oxurion directly or indirectly has the ability to direct

the relevant activities that significantly affect the entities’

returns, has exposure or rights to variable returns and the

ability to use its power over the entity to affect investors’

returns, Control is presumed to exist when Oxurion owns,

directly or indirectly, more than 50 percent of the voting

rights linked to the share capital. The existence and effect

of potential voting rights that are currently exercisable or

convertible are considered when assessing whether the

Group controls another entity. Applying this standard,

Oxurion’s subsidiaries ThromboGenics and Oncurious

have been consolidated.

Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidat-

ed from the date on which control ceases. A change in

the ownership interest of a subsidiary, without a change

in control, is accounted for as an equity transaction. Cash

flows from transactions relating to changes in ownership

that do not result in a change of control are classified as

financing activities.

Intra-group transactions, balances and unrealized profits

and losses on transactions between companies in the

Group are eliminated in preparing the consolidated

financial statements. Unrealized losses are eliminated in

the same way as unrealized profits unless the transaction

indicates an impairment loss on the assets transferred.

The accounting principles of the subsidiaries have been

adjusted where necessary to be consistent with the princi-

ples adopted by the Group.

( D) BUSINESS COMBINATIONS AND

GOODWILL

Business combinations are accounted for by applying

the acquisition method. The cost of an acquisition is

measured as the aggregate of the consideration trans-

ferred as measured at fair value on the acquisition date

and the amount of any non-controlling interests in the

acquiree. For each business combination, the Company

elects whether to measure the non-controlling interests

in the acquiree at fair value or at the proportionate share

of the acquiree’s identifiable net assets. Acquisition-related

costs are expensed as incurred. The cost is attributed to

the identifiable assets, liabilities and contingent liabilities of

the acquiree. These acquired identifiable assets and (con-

tingent) liabilities are initially measured at their fair value on

the date of acquisition.

Goodwill is initially measured at cost (being the excess

of the aggregate of the consideration transferred and the

amount recognized for non-controlling interests) and any

previous interest held over the identifiable assets acquired

and liabilities assumed. If the fair value of the net assets

acquired is in excess of the aggregate consideration trans-

ferred, the Company re-assesses whether it has correctly

identified all of the assets acquired and all of the liabilities

assumed and reviews the procedures used to measure

the amounts to be recognized at the acquisition date. If

the reassessment still results in an excess of the fair value

of net assets acquired over the aggregate consideration

transferred, then the gain is recognized in the profit or loss .

(E) FOREIGN CURRENCY TRANSLATION

(F) REVENUE RECOGNITION

Functional and presentation currency

Revenue recognition for Oxurion consists of JETREA® via l

sales to distributors, royalties for JETREA® vial sales fro m

The consolidated financial statements are presented in

licensees, occasional upfront and milestone payments

thousands of euro, which is the functional currency of

agreed through license or collaboration contracts whic h

Oxurion. All companies within the Group use the euro

could include recharging of incurred services of cost, an d

as their functional currency, except for the US subsidiary,

royalties.

whose functional currency is the US dollar (USD).

JETREA® sales

Transactions and balances in foreign currencies

Performance obligations

Transactions in currencies other than the functional

currency of the entities are recorded at the exchange rates

Oxurion has identified one performance obligation withi n

prevailing on the date of the transaction. On each balance

its customer contracts for the sale of JETREA® product, i.e .

sheet date, monetary assets and liabilities denominated

the delivery of goods to its customers.

in foreign currencies are translated into the functional

currency at the exchange rates prevailing on the balance

Timing of revenue recognition

sheet date.

Oxurion recognizes revenue upon delivery of the goods to

Non-monetary assets and liabilities that are measured

the customers as that is the moment the customer obtains

at historical cost in a foreign currency by the Company’s

control over the goods.

entities are translated using the exchange rates at the

dates of the initial transactions.

Transaction price – variable consideration

Gains and losses arising on retranslation using a foreign

The variable consideration is estimated at contrac t

currency are included in the net profit or loss for the period.

inception and constrained until it is highly probable that a

significant revenue reversal in the amount of cumulativ e

Foreign operations

revenue recognized will not occur when the associated

uncertainty with the variable consideration is subsequent-

On consolidation, the assets and liabilities including

ly resolved. The sales prices are fixed in the contract .

goodwill and fair value adjustments arising on consoli-

However, some contracts provide customers with a righ t

dation of the Group’s foreign operations are translated at

of return and rebates.

the exchange rates prevailing on the balance sheet date.

Income and expense items are translated at the average

Oxurion accepts returns in certain limited cases, and the y

exchange rates for the period. Exchange rate differences

need to be approved by Oxurion in order to be processe d

arising, if any, are classified as equity and transferred to the

by the distributors. The amount of revenue recognized is

Group’s translation reserve. Such translation differences

the amount allocated to the satisfied performance ob-

are recognized as income or expense items in the period

ligation taking into account variable consideration (incl.

in which the operation is disposed of.

expected returns). The estimated amount of variable con-

sideration is included in the transaction price only to th e

OXURION ANNUAL REPORT 2022

extent that it is highly probable that a significant reversal

in the amount of cumulative revenue recognized will not

occur and is estimated on the basis of historical experi-

ence and the specific terms in the individual agreements.

A liability is recognized for expected sales returns, rebates,

trade and cash discounts, chargebacks or other reimburse-

ments payable directly or indirectly to customers in relation

to sales made until the end of the reporting period. Oxurion

applies the ‘expected value method’ in order to estimate

such return accruals, and related asset.

Oxurion does not offer warranties, customer loyalty point

programs or any material financing component to its

customers. Oxurion has not received any non-cash consid-

eration. There are no costs to acquire customer contracts,

or costs to fulfil the customer contracts. Therefore, contract

balances are only recognized to the extent of accounts re-

ceivable, and refund liability (return accrual).

Royalty revenue on JETREA® sales

In the case of one distributor, royalties are generated

under license agreements based on licensee’s sales of

JETREA® products to the end-customers. As explained

above, revenue from the sale of goods is recognized at

the moment of delivery to the distributor. However, the

agreement stipulates that the royalty is earned once the

distributor subsequently sells the product to the end-cus-

tomer. Therefore, the royalty revenue is recognized once

the product is sold to the end-customer, based on quarterly

invoicing data. There is no specific performance obligation

for Oxurion to satisfy in order to be entitled to this royalty.

Occasional upfront, milestone and other payments

Revenue is only recognized at an amount that reflects the

consideration to which the Group expects to be entitled

in exchange for the satisfied performance obligation. A

performance obligation is satisfied when the control of

goods or services is transferred to a customer. Any upfront

payments or license fees for which there are subsequent

performance obligations, are initially reported as deferred

revenue and are recognized as revenue when perfor-

mance obligations are satisfied over the period of the de-

velopment, collaboration, or manufacturing obligation. We

refer to note 5.8 under key arrangements section ..

( G) RESEARCH GRANTS

On certain specific research projects, the research costs

incurred are partially reimbursed by Flanders Innovation

& Entrepreneurship (Vlaams Instituut Innoveren en

Ondernemen) (“VLAIO”), formerly known as IWT

(Agency for Innovation by Science and Technology in

Flanders – Agentschap voor Innovatie door Wetenschap

en Technologie in Vlaanderen). In line with IAS 20

“Government grants”, these grants are recognized as

government grant income over the term of the project

for which the grant was given when there is reasonable

assurance that the Group will comply with the conditions

attached to them and the grants will be received. Grants

that compensate the Company for expenses incurred are

deducted from the ‘Research and Development Expenses’

on a systematic basis in the same period in which the

expenses are incurred.

Oxurion has a track record of more than 10 years with these

types of projects for which it receives grants from VLAIO.

Grants are provided to Oxurion in order to support certain

R&D activities. Activities, related budget, and types of costs

that will be paid are defined in the grant agreement. Over

the course of the project, Oxurion reports on the status of

activities and incurred expenditure to VLAIO on a regular

(quarterly) basis in order to receive grant advances. The

final assessment is performed by VLAIO at the end of

the project in order to determine the final grant amount.

Projects can take on average between two to five years.

Over the course of funded projects, Oxurion is confident

that all activities performed will not deviate from the agreed

scope, and that the final grant amount will not deviate from

the initially agreed amount (except in a limited number o f

cases when Oxurion had finalized the project earlier and did

Where the criteria for capitalization of the development

not spend the whole budget but has still received the grant

expenses are not met, these expenses are recorded as

based on actual expenditure). Overall, Oxurion is confident

incurred during the period.

that the reasonable assurance as defined in the standard

is reached over the course of the project for the amounts

After their initial recording on the statement of financial

spent up to that moment, as the only condition attached

position intangible assets are valued at cost less accumu-

to the grant is to perform R&D activities in line with the

lated depreciation and accumulated impairment losses.

agreed-upon scope and in line with the set budget. There

Amortization of capitalized development costs are recog-

are no other conditions attached to the grants and the

nized in the statement of profit and loss under ‘Research

outcome of R&D activities does not impact the decision

and Development Expenses’. We refer to note 5.6.3 on

of VLAIO whether the final grant will be received or not.

‘Research and Development Expenses’.

(H) INTANGIBLE ASSETS

The capitalized costs of the patent are amortized over the

life of the patent as of the moment that it would generate

Internally generated intangible assets

revenue.

Research costs are charged to statement of profit and loss

Software licenses are amortized over three years.

as incurred.

Externally acquired intangible assets and outsourced

An internally generated intangible fixed asset (see note

R&D costs

5.7.3) which arises from development activities undertak-

en in the Group is recognized only if all of the following

Payments made to third parties for subcontracted R&D,

conditions are met:

where there is no transfer of intellectual property to

Oxurion, are expensed as internal R&D expenses in the

• Technical possibility of making the intangible asset

period in which they are incurred. Such payments are only

ready for use.

capitalized if they meet the criteria for recognition of an

• The intention is to complete the intangible asset and

internally generated intangible asset, as indicated above.

use or sell it.

• Possibility of using or selling the intangible asset.

Oxurion has entered into various contracts for the ac-

• It is probable that the intangible asset will generate

quisition of licenses to intellectual property or third-party

future economic benefit or demonstrate the existence

know-how, as disclosed further in note 5.8 under the key

of a market.

arrangements section. These assets are typically acquired

• Availability of adequate technical and financial

for consideration including upfront, milestone and royalty

resources to complete the development; and

payments.

• Availability to reliably measure the attributed expenses

for the intangible asset during development.

Upfront payments made to third parties to in-license or

acquire intellectual property rights, patents, compounds,

The patent costs for protecting the intangible assets are

products, and know-how technologies to be used in R&D

recognized as an expense.

activities, are capitalized as costs paid for a separately

acquired intangible asset under IAS 38.

OXURION ANNUAL REPORT 2022

The related milestone payments can only be capi-

talized if they meet the criteria for recognition of an

internally generated intangible asset and is recognized at

the moment the milestone is achieved

Royalties paid/payable for acquired intellectual property

are accrued for in line with the underlying sales and recog-

nized under the cost of sales .

(I) PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment are included at the histor-

ical cost (material costs only) less accumulated depreci-

ation and impairment. Subsequent costs are included in

the carrying amount for the asset or booked as a separate

asset as appropriate, but only when it is probable that

future economic benefits associated with the item will be

generated for the Group and the cost price of the item can

be measured reliably. All other repair and maintenance

costs are charged to the statement of profit and loss as

incurred. The cost of assets retired or otherwise disposed

of, and the related accumulated depreciation, are included

in the statement of profit and loss as part of the gain or

loss on disposal in the year of disposal. Gains and losses

on disposal of property, plant and equipment are included

in other income or expense.

Depreciation is calculated using the straight-line method to

allocate the cost of property, plant and equipment to their

estimated residual values over their estimated useful lives

as follows:

• Property, plant and equipment: three to five years

• Furniture and fittings: three to five years

The depreciation methods, useful life and residual value

are revalued on each reporting date.

We refer to the notes 5.6.3 until 5.6.5 for the disclosures

of where the depreciation charges are recognized in the

statement of profit and loss.

Subsequent costs

The cost of replacing part of an item of property, plant

and equipment is recognized in the carrying amount of

the item if it is probable that the future economic benefits

embodied within the item replaced will flow to the Group

and its cost can be measured reliably. The carrying amount

of the replaced item is derecognized. The costs of the day-

to-day servicing of property, plant and equipment are rec-

ognized in profit or loss as incurred .

(J) LEASED ASSETS

IFRS 16

The Group leases an office, copiers, and cars. Rental

contracts are typically made for fixed periods of 3 to 4

years but may have extension options as described below.

Lease terms are negotiated on an individual basis and

contain a wide range of different terms and conditions.

The lease agreements do not impose any covenants, but

leased assets may not be used as security for borrowing

purposes.

Leases are recognized as right-of-use assets and a cor-

responding liability at the date at which the leased asset

is available for use by the Group. Each lease payment

is allocated between the liability and finance cost. The

finance cost is charged to profit or loss over the lease

period so as to produce a constant periodic rate of interest

on the remaining balance of the liability for each period.

The right-of-use asset is depreciated over the shorter of

these asset’s useful life and the lease term on a straight-

line basis .

Assets and liabilities arising from a lease are initially

measured on a present value basis. Lease liabilities are

exclusively composed of fixed payments less any lease

incentives receivable .

The lease payments are discounted using the lessee’s in-

there are separately identifiable cash flows (cash-generat-

cremental borrowing rate, being the rate that the lessee

ing units). The impairment loss is allocated first to reduce

would have to pay to borrow the funds necessary to obtain

the carrying amount of any goodwill allocated to the

an asset of similar value in a similar economic environ-

cash-generating unit pro rata to the carrying amount of

ment with similar terms and conditions.

each asset in the unit. An impairment loss recognized for

goodwill cannot be reversed in a subsequent period. For

Right-of-use assets are measured at cost comprising the

assets other than goodwill, where an impairment loss is

amount of the initial measurement of the lease liability and

subsequently reversed, the carrying amount of the asset

any lease payments made at or before the commence-

(cash-generating unit) is increased to the revised estimate

ment date.

of its recoverable value, but in such a way that the increased

carrying amount does not exceed the carrying amount

Payments associated with short-term leases and leases of

that would have been determined had no impairment loss

low-value assets are recognized on a straight-line basis as

been included for the asset (cash-generating unit) in prior

an expense in profit or loss. Short-term leases comprise

years. The reversal of an impairment loss is included im-

some car leases and are leases with a lease term of twelve

mediately in the statement of profit and loss.

months or less. Low-value assets only comprise of one

copier.

(L) INCOME TAXES

We refer to note 5.7.2 for more information.

Income tax expenses in the statement of profit and loss

comprise the tax currently payable.

(K) IMPAIRMENT LOSSES ON GOODWILL,

INTANGIBLE ASSETS AND PROPERTY,

The tax currently payable is based on taxable profit for

PLANT AND EQUIPMENT

the year. Taxable profit differs from net profit as reported

on the statement of profit and loss because it excludes

Intangible assets with an indefinite useful life or not yet

items of income or expense that are taxable or deductible

available for use and goodwill are not subject to amortiza-

in other years, and it further excludes items that are never

tion but are tested annually for impairment or if there is an

taxable or deductible. The Group’s liability for current tax

indication that an asset may be impaired.

is calculated using tax rates that have been enacted or

substantially enacted on the reporting date.

Assets that are subject to amortization or depreciation are

reviewed for impairment whenever events or changes in

Deferred tax is the tax expected to be payable or recov-

circumstances indicate that the carrying amount may not

erable on differences between the carrying amounts of

be recoverable.

assets and liabilities in the financial statements and the

corresponding tax bases used in the computation of

An impairment loss is recognized for the amount by which

taxable profit and is accounted for using the balance sheet

the carrying amount of the asset exceeds its recoverable

method.

amount. The recoverable amount is the higher of an asset’s

fair value less the costs to sell the asset and its value in use.

Deferred tax liabilities are generally recognized for all

These values are generally determined based on discount-

taxable temporary differences. Deferred tax assets are rec-

ed cash flow calculations. For the purpose of assessing im-

ognized to the extent that it is probable that taxable profits

pairment, assets are grouped at the lowest levels for which

will be available against which deductible temporary

OXURION ANNUAL REPORT 2022

differences can be utilized. Such assets and liabilities are

not recognized if the temporary difference arises from

goodwill (or negative goodwill) or from the initial recogni-

tion (other than in a business combination) of other assets

and liabilities in a transaction that affects neither the tax

profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary

differences arising on investments in subsidiaries and as-

sociates, and interests in joint ventures, except where the

Group is able to control the reversal of the temporary dif-

ference and it is probable that the temporary difference

will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected

to apply in the period when the liability is settled, or the

asset realized. Deferred tax is charged or credited in the

statement of profit and loss, except when it relates to items

charged or credited directly to equity, in which case the

deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when they

relate to income taxes levied by the same taxation authority

and the Group intends to settle its current tax assets and

liabilities on a net basis .

The Group also receives tax credits for R&D expenses.

These R&D expenses are recorded through P&L under

IFRS in the line item ‘Research and development expenses’

as the expenses do not meet the requirements in IAS 38

to be capitalized. The tax credit is not subject to unfulfilled

conditions. In case there is insufficient tax against which

to set off the tax credit, the credit can be carried forward

during 5 consecutive assessment years. The tax credit re-

ceivable is presented for the non-current portion in the line

item ‘Non-current tax credit’ and for the current portion in

the line item ‘Current tax receivables’ of the consolidated

statement of financial position. At the end of 5 consecu-

tive assessment years, the balance of the unused tax credit

is received in cash from the government. The income

from those tax credits is included in the line item ‘Other

operating income’ in the statement of profit and loss .

(M) EMPLOYEE BENEFIT PLAN

Short-term employee benefits

Liabilities for wages and salaries that are expected to be

settled wholly within twelve months after the end of the

period in which the employees render the related service

are recognized in respect of employees’ services up to

the end of the reporting period and are measured at

the amounts expected to be paid when the liabilities are

settled. The liabilities are presented as current employee

benefit obligations in the statement of financial position.

Pension benefits

Starting July 1, 2009, the Group changed the defined

benefit pension plan into a new defined contribution

pension plan. All acquired rights up to June 30, 2009, are

retained. Therefore, the Group has two pension plans: (i)

the initial defined benefit plan and (ii) the pension plan,

which is a defined contribution plan in structure.

The assets of both plans are held in separate trustee-ad-

ministered funds.

According to the Belgian legislation applicable to the

second pillar pension plans (the minimum guaranteed

return under the so-called “Law Vandenbroucke”), all

Belgian pension plans that are structured as defined con-

tribution plans are considered defined benefit plans under

IFRS and therefore are accounted for as such.

Because of this minimum guaranteed return, the employer

is exposed to a financial risk since further contributions

could be required if the return on the assets is not suffi-

cient to reach the minimum benefits to be paid.

The Group’s commitments under defined benefit plans,

and the related costs, are measured using the “projected

unit credit method” with actuarial valuations being carried

out at each balance sheet date by a qualified actuary. Past

service cost is included immediately to the extent that the

benefits are already vested, and otherwise the service is

of the revision of original estimates, if any, in the statement

amortized on a straight-line basis over the average period

of profit and loss, and a corresponding adjustment to equity

until the benefits become vested. Remeasurements of the

over the remaining vesting period. The proceeds received, net

net defined obligation are recognized directly within equity.

of any directly attributable transaction costs, are credited to

share capital (nominal value) and share premium when the

The retirement benefit obligation recognized in the

subscription rights are exercised.

statement of financial position represents the fair value of

plan assets at the reporting date, less plan liabilities calcu-

(N) FINANCIAL INSTRUMENTS

lated using the projected unit credit method discounted

to its present value using yields available on high quality

Financial assets

corporate bonds that have maturity dates approximating

to the terms of the liabilities and are denominated in the

INITIAL RECOGNITION AND MEASUREMENT

same currency as the post-employment benefit obliga-

Financial assets are classified, at initial recognition, and subse-

tions less the effect of minimum funding requirements

quently measured, at either amortized cost, fair value through

agreed with scheme trustees.

other comprehensive income (“OCI”) or fair value through

profit or loss.

No other long- or short-term benefits are granted to

employees.

The classification of financial assets at initial recognition

depends on the financial asset’s contractual cash flow char-

Share-based compensation

acteristics and the Company’s business model for managing

them. With the exception of trade receivables that do not

The Group operates equity-settled, share-based compensa-

contain a significant financing component, the Company

tion plans through which it grants share subscription rights

initially measures a financial asset at its fair value plus, in the

(giving the holder the right to subscribe to a specific number

case of a financial asset not at fair value through profit or loss,

of shares in accordance with the share option plan, hereafter

transaction costs.

referred to as ‘subscription rights’) to the CEO, personnel,

and consultants as consideration in exchange for services

Trade receivables that do not contain a significant financing

performed. The fair value of the services received in exchange

component are measured initially at the transaction price de-

for the granting of the subscription rights is recognized as

termined under IFRS 15.

an expense over the vesting period with a corresponding

increase in equity.

In order for a financial asset to be classified and measured

at amortized cost or fair value through OCI, it needs to give

The total amount to be expensed over the vesting period

rise to cash flows that are ‘solely payments of principal and

is determined by reference to the fair value at the date on

interest’ (“SPPI”) on the principal amount outstanding. This

which the subscription rights are granted, measured using

assessment is referred to as the SPPI test and is performed

the Black & Scholes model, taking into account the term and

at an instrument level.

conditions upon which the subscription rights were granted

excluding the impact of any non-market vesting conditions. At

The Company’s business model for managing financial

each balance sheet date, the entity revises its estimates of the

assets refers to how it manages its financial assets in order

number of subscription rights that are expected to become

to generate cash flows. The business model determines

exercisable except where forfeiture is only due to shares not

whether cash flows will result from collecting contractual cash

achieving the threshold for vesting. It recognizes the impact

flows, selling the financial assets, or both .

OXURION ANNUAL REPORT 2022

SUBSEQUENT MEASUREMENT

For purposes of subsequent measurement, the following cat-

egories of financial assets are relevant to the Company:

• Financial assets at amortized costs (trade receivables,

term deposits); and

• Financial assets at fair value through OCI (investments in

debt instruments (bonds)).

FINANCIAL ASSETS AT AMORTIZED COST

This category is the most relevant to the Company. The

Company measures financial assets at amortized cost if both

of the following conditions are met:

• The financial asset is held within a business model with

the objective to hold financial assets in order to collect

contractual cash flows; and

• The contractual terms of the financial asset give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets at amortized cost are subsequently measured

using the effective interest rate (“EIR”) method and are subject

to impairment. Gains and losses are recognized in profit or

loss when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost mainly

includes trade receivables and term deposits .

FINANCIAL ASSETS THROUGH OCI (DEBT INSTRUMENTS)

The Company measures debt instruments at fair value

through OCI if both of the following conditions are met:

• The financial asset is held within a business model with

the objective of both holding to collect contractual cash

flows and selling; and

• The contractual terms of the financial asset give rise on

specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

For debt instruments at fair value through OCI, interest

income, foreign exchange revaluation and impairment losses

or reversals are recognized in the statement of profit or loss

and computed in the same manner as for financial assets

measured at amortized cost. The remaining fair value changes

are recognized in OCI. Upon derecognition, the cumulative fair

value change recognized in OCI is recycled to profit or loss.

The Company’s debt instruments at fair value through OCI

includes investments in quoted debt instruments (bonds).

DERECOGNITION

A financial asset (or, where applicable, a part of a financial

asset or part of a group of similar financial assets) is primarily

derecognized (i.e., removed from the Company’s consolidated

statement of financial position) when:

• The rights to receive cash flows from the asset have

expired; or

• The Company has transferred its rights to receive cash

flows from the asset or has assumed an obligation to

pay the received cash flows in full without material delay

to a third party under a ‘pass-through’ arrangement and

either (a) the Company has transferred substantially all

the risks and rewards of the asset, or (b) the Company

has neither transferred nor retained substantially all the

risks and rewards of the asset but has transferred control

of the asset.

I MPAIRMENT OF FINANCIAL ASSETS

The Company recognizes an allowance for expected credit

losses (“ECLs”) for all debt instruments not held at fair value

through profit or loss. ECLs are based on the difference

between the contractual cash flows due in accordance with

the contract and all the cash flows that the Company expects

to receive, discounted at an approximation of the original

effective interest rate. The expected cash flows will include

cash flows from the sale of collateral held or other credit en-

hancements that are integral to the contractual terms .

For trade receivables and term deposits, the Company applies

INITIAL RECOGNITION AND MEASUREMENT

a simplified approach in calculating ECLs. Therefore, the

Financial liabilities are classified, at initial recognition, at fair

Company does not track changes in credit risk, but instead

value through profit or loss, loans and borrowings, payables,

recognizes a loss allowance based on lifetime ECLs at each

or as derivatives designated as hedging instruments in an

reporting date.

effective hedge, as appropriate. All financial liabilities are

recognized initially at fair value and, in the case of loans

Upon impairment, the carrying amount of the financial assets

and borrowings and payables, net of directly attributable

is directly reduced by the impairment loss, with the exception

transaction costs.

of trade receivables. For trade receivables, the carrying amount

is reduced by means of a separate impairment account. If a

The Company’s financial liabilities include trade and other

trade receivable is considered uncollectible, it is written off in

payables and convertible loans.

the impairment account. Subsequent collection of amounts

that had previously been written off is credited in the impair-

SUBSEQUENT MEASUREMENT

ment account. Modifications in the carrying amount of the

impairment account are recognized in the statement of profit

For purposes of subsequent measurement, financial liabili-

and loss.

ties are classified in two categories:

CASH AND CASH EQUIVALENTS

• Financial liabilities at fair value through profit or loss

• Financial liabilities at amortized cost (loans and

Cash and cash equivalents comprise demand deposits

borrowings)

and other short-term, highly liquid investments (with less

than three months to maturity) that are readily convertible

Financial liabilities at fair value through profit and loss

into a known amount of cash and are subject to an insig-

include financial liabilities designated upon initial recogni-

nificant risk of fluctuations in value .

tion as at fair value through profit or loss and only if the

criteria in IFRS 9 are satisfied. The Group has designated

Financial liabilities

convertible loans at fair value through profit and loss, since

the convertible loans contain embedded derivatives for

DISTINCTION BETWEEN FINANCIAL LIABILITIES

which assessment of whether it is required to separate the

AND EQUITY

embedded derivative from the host contract to measure

Financial liabilities and equity instruments issued by the Group

the derivative at fair value, would be more complex or

are classified according to the substance of the contractual

result in less reliable measures than measuring the entire

arrangements entered into and the definitions of a financial

instrument at fair value through profit or loss As such the

liability and an equity instrument. An equity instrument is any

conditions in IFRS 9 4.3.5 are met and designation at fair

contract that evidences a residual interest in the assets of the

value through profit or loss is permitted.

Group after deducting all its liabilities. The accounting policies

adopted for specific financial liabilities and equity instruments

The convertible loans are measured at fair value through

are set out below.

profit or loss, using the valuation methods described in

note 5.7.11. Transaction costs in relation to these financial

liabilities at fair value through profit or loss are expensed as

incurred and included in the line item ‘Finance expense’ in

the consolidated statement of profit and los s.

OXURION ANNUAL REPORT 2022

Trade and other payables are subsequently measured at

amortized cost, using the effective interest rate metho d .

(O) EQUITY INSTRUMENTS

Equity instruments issued by the Group are recorded at

the proceeds received. Direct issue costs are processed as

a deduction on equity.

(P) FINANCIAL INCOME AND EXPENSES

Financial income includes interest income on invested

funds. Realized and unrealized exchange differences are

reported under financial income and expenses.

(Q) SEGMENT REPORTING

An operational segment is a component of an entity:

• which exercises operating activities with which profits

are gained and costs can be made (including profits

and costs from transactions with other components of

the entity);

• where the operational results are judged regularly by

the highest managerial function of the entity who can

take important operational decisions in order to make

decisions regarding the granting of resources and to

evaluate the financial results of the segment (chief

operating decision maker); and

• for which separate financial information is available and

that is engaged either in providing specific products or

services (business segment), or in providing products

or services within a particular economic environment

(geographical segment), and which is subject to risks

and rewards that are different from those of other

segments.

The segment information is represented in a consistent

manner regarding the internal reporting to the chief

operating decision maker of the entity, i.e., the institu-

tion which takes the most important decisions, enabling

decision-making of allocating resources to the segment

and evaluating financial performances of the segment.

At this moment, reporting is being done at a global level

within Oxurion.

( R) INVENTORIES

Raw and ancillary materials and commodities are stated

at the lower of cost or net realizable value. The inventory

costing system is based on the FIFO-method.

Goods in process and finished goods are stated at the

standard manufacturing cost or net realizable value. The

inventory costing system is based on the FIFO-method.

The net realizable value test is performed for each reporting

period. Net realizable value is the estimated selling price in

the ordinary course of business less the estimated costs

of completion and the estimated costs necessary to make

the sale.

The standard manufacturing price of the goods in process

and of the finished goods, includes (i) the acquisition

value of the raw materials, (ii) consumables and ancillary

materials, (iii) the production costs that are directly attrib-

utable to the product, and (iv) the proportioned part of the

production costs that are only indirectly attributable to the

product, in so far that these costs cover the normal pro-

duction period.

The standard manufacturing price is compared to the

actual manufacturing price on an annual basis, and adjust-

ments are made to the value of the inventory.

Impairment losses are calculated on the goods in-process,

if their manufacturing cost, increased with the estimated

amount of the costs to be incurred is higher than the net

sales price at year-end .

Impairment losses on inventories are analyzed on a case-

As the net-assets of the Company are below 61,500 euro

by-case basis if the net realizable value is lower than the

(the statutory minimum amount of share capital of a

cost. The calculation of the net realizable value takes into

Belgian public limited liability company), in accordance with

account the specific characteristics of the inventories,

article 7:229 of the BCCA, each interested party is entitled

including the due date and if there are indications of a low

to request the competent commercial court to dissolve the

rotation.

Company. In such instance the court may order the disso-

lution of the Company or grant a grace period within which

the Company is allowed to remedy the situation.

5.5.4 Main accounting estimates,

assumptions and judgments

Based on the above, the Board of Directors considers it

may be reasonable to expect that there will be sufficient

Reporting the financial statements in accordance with IFRS

cash to continue its operations during the next twelve

requires management to rely on estimates, assumptions and

months, and therefore decided to continue its valuation

judgments that impact the amounts reported under assets

rules under the assumption of going concern. However,

and liabilities, the notes on the latent assets and liabilities on the

there is a material uncertainty relating to going concern

date of the financial statements, and the reported amounts of

of the Group because it is uncertain that the above-men-

income and expenditure in the course of the reporting period.

tioned committed but conditional funding will be available

The actual results may differ from these estimates.

when needed given the conditions related to the funding,

and because it is not certain whether the Group will be

The main assumptions relating to future developments and

able to timely obtain the necessary additional funding

the main sources of uncertainty regarding estimates on the

through debt, equity or non-dilutive funding, partnering or

reporting date are set out below:

to realize sufficient cost and investment reductions.

Going Concern - material uncertainty

Convertible loans

The consolidated financial statements were prepared on a

The Group has convertible loans with Negma and Kreos

going concern basis.

Capital / Pontifax Ventures. The convertible loans are

measured at fair value through profit and loss. In deter-

The Group’s cash balance at December 31, 2022, of 3.6

mining the fair value, the Group makes certain judgments

million euro is not sufficient to fund the Group’s operations

on the valuation model to be applied and the probability

during the next twelve months. However, post-closing, the

that certain scenarios will occur or not in the future. The

Group entered into the Atlas Subscription Agreement.

terms and conditions and further information is provided

This committed but conditional funding would be sufficient

in note 5.7.11.

to fund operations during the next twelve months from the

financial statement’s issue date. However, given the contin-

Revenue from Contracts with Customers

gent nature of this funding, the Group is actively exploring

the possibility of obtaining additional funding through debt,

Under the five-step model established by the IFRS 15

equity, or non-dilutive funding, including the licensing of

standard, the Group’s main estimates and assessments relate

THR-149, or alternatively reducing its costs and invest-

to identifying the performance obligations under its contracts

ments so that there should be sufficient cash to continue

and allocating the transaction price according to the stand-

its operations during the next twelve months.

alone price of each of the performance obligations.

OXURION ANNUAL REPORT 2022

The majority of the Company’s sources of revenue are

derived from sales of JETREA® vials through our worldwide

license agreement with Inceptua and the tripartite agreement

with Eumedica. The Group has determined that there is

only one performance obligation for all contracts in place

with customers, that is to deliver the JETREA® product to

the customer. Therefore, the transaction price is equal to the

stand-alone selling price of each vial.

	STEP REVENUE FROM SALE OF VIALS
	Oxurion has a contract in place
	with Inceptua and Eumedica for
1. Identification of the contract	the commercialization of JETREA®
	as disclosed in Note 5.8 under Key
	Agreements.
2. Identification of performance	In all distribution contracts, there is
obligations	only one performance obligation:
	supply of goods to a third party.
3. Identification of the transaction price	Stand-alone price per vial is defined
	in each agreement with the customer.
	As there is only one performance
4. Allocation of the transaction price	obligation, there is no allocation of the
	price, and therefore stand-alone price
	per vial is recognized.
	Revenue is recognized upon delivery
	to the customer. Returns are credited
	strictly at discretion of Oxurion, and
5. Revenue recognition	a provision for US returns is made
	based on historical data. Rebate
	provisions for sales made outside the
	US, are made based on contractual
	agreements and/or local regulations.

Share-based payment plans

The Group defines the cost of share-based payment plans

on the basis of the fair value of the equity instrument on

the grant date. Determining the fair value involves choosing

the most suitable valuation model for these equity instru-

ments, and the characteristics of the equity instrument and

its issue have a decisive impact. It also assumes the input

in the valuation model of a number of relevant assump-

tions, such as the estimated useful life of the right, volatility,

etc. The assessments and the model are specified in more

detail in note 5.7.8.

Capitalization and impairment of intangible assets

The Group accounts for as intangible assets only rights

and intellectual property if acquired from third parties and

costs of internal development only if the conditions for the

recognition of intangible assets are met, otherwise such

costs are included in the statement of profit and loss when

they arise. The costs are capitalized only if the product is in

Phase 3 and the chances of future success are estimated

as highly probable. Accounting estimates and assess-

ments of future business evolution, growth, sales, likelihood

of success and discount rate are factors used in valuing

the intangible asset to execute the annual impairment test.

Taxes

The Group considers that there is a considerable uncer-

tainty regarding the future use of the tax losses of Oxurion

as it is very difficult to estimate the impact of the patent

deduction on the future tax result at this moment. As the

Group can only use the abovementioned patent deduction

on the basis of a tax ruling, the expectation exists that the

future tax gains will be rather limited. There is also the un-

certainty regarding the future use of the tax losses with

ThromboGenic s .

5.5.5 Segment information

Segment information is represented in a consistent

manner regarding the internal reporting to the chief

operating decision maker of the entity, i.e., the person or

persons that takes the most important decisions, enabling

decision-making of allocating resources to the segment

and evaluating financial performances of the segment. At

this moment, reporting is being done at global level within

Oxurion .

5.5.5.1 Product sales information

5.5.6 Financial instruments

Product sales relate only to JETREA® and are reported in

The Company has the following financial instruments

note 5.6.1.

measured at amortized cost: trade receivables, cash and

cash equivalents, investments, trade payables, lease liabili-

5.5.5.2 Geographic information

ties and other short term liabilities.

The Global R&D, Clinical Operations and most of the

As of December 31, 2022, the majority of cash and cash

General and Administrative functions are located in

equivalents are cash at banks available on demand.

Leuven, Belgium. These operations represent approxi-

mately 95% of the operating result. In the context of the

Besides these financial instruments, the Company also

Company’s business, these activities do not lead to the

issued convertible bonds measured at fair value through

need for geographic information.

profit and los since 2021 with two parties as described in

note 5.7.11.

100% of intangible assets and almost all non-current

assets are located in Belgium.

Financial assets and financial liabilities are included in the

Group’s statement of financial position when the Group

becomes a party to the contractual provisions of the

5.5.5.3 Business unit reporting

instrument.

Oxurion is a biotechnology company with focus on

Fair Values

diseases related to the retina.

There is no significant difference between the fair value

Our molecules, ocriplasmin on the market with brand

and carrying amount of the Group’s cash and cash equiv-

name JETREA®, the plasma kallikrein inhibitor in a Phase

alents, investments, trade and other receivables, other

2 clinical trial and the pan-RGD integrin inhibitor which is

current assets, trade payables and other current liabilities.

currently on hold, represent more than 95% of the income

and expenses of the Company. As a consequence, the

The carrying amount of cash and cash equivalents and

consolidated statement of profit and loss and of financial

investments is equal to their fair value, given the short-

position are a valid representation of its business unit as a

term maturity of these financial instruments. Similarly, the

whole.

carrying amounts of receivables and payables, which are

all subject to normal trade credit terms, are equivalent to

5.5.5.4 Information about major customers

their fair values. Investments in bonds are measured at

fair value based on quoted market prices. The fair value

Oxurion has one customer that individually accounts for

movements are recorded in OCI.

more than 74% of the total income at the end of 2022

(2021: 73%).

The class A Negma convertible loan is measured at fair

value as the nominal amount of the convertible loan plus

8%, which is the difference between the share price and

the 92% of the lowest closing VWAP (8%) (level 1). The

OXURION ANNUAL REPORT 2022

class B Negma convertible loan is measured at fair value

as the nominal amount of the convertible loan plus 20%,

which is the difference between the share prices and 80%

of the closing VWAP (20%) (level 1).

The Kreos Capital / Pontifax Ventures convertible loan

is measured at fair value whereby fair value is estimated

considering probabilities of the occurrence of different

scenarios. The probabilities are estimated by the Group

and consist level 3 fair value assessments. A reasonable

change of the probabilities between the different scenario’s

would not lead to a material change in the fair value .

5.5.7 Financial risk management

The financial department of the parent Company coor-

dinates access to the national and international financial

markets and considers and manages the financial risks

relating to the activities of the Group. The financial risks

related to the operating activities of the Group are confined

to a minimal currency exchange rate risk. There are no

risks worth mentioning, such as liquidity risks or interest

rate risks as the Group has no debts with variable interest

rates. The Group does not buy or trade in financial instru-

ments for speculative purposes.

(A) CAPITAL MANAGEMENT

The Group manages its capital with the aim of ensuring

that the Group can continue to operate. At the same

time, the Group wishes to generate a return for its stake-

holders via the results of its research activities, which in

turn are expected to lead to an increase in the value of

the Company’s shares. This strategy has not changed

compared to previous years.

The capital structure of the Group consists of investments,

cash, cash equivalents and restricted cash, and equity at-

tributable to the equity holders of the Company, including

capital, reserves and results carried over, as indicated in

notes 5.7.7 and 5.7.8 respectively.

The Group manages its capital structure and makes the

necessary adjustments in light of changes in economic

circumstances, the risk characteristics of the underlying

assets and the projected cash requirements of current

research activities. When assessing the capital structure,

the current cash position and projected cash burn are used

as the key parameters. Cash burn is defined as the net

result corrected for depreciation and amortization, stock-

based compensation, and less investments in fixed assets.

The Group wishes to maintain a capital structure that is

sufficient to fund research activities during a period of at

least twelve months. Any cash inflows from possible coop-

eration agreements or other cash generating activities are

not taken into account. To maintain the capital structure,

the Group can issue new shares or conclude new

(B) MAIN ACCOUNTING PRINCIPLES

Details of the main accounting principles and methods,

including the inclusion criteria, the valuation basis, and the

basis on which income and costs are recognized, for each

category of financial assets, liabilities, and equity instru-

ments, are explained under 5.5.3.

INSTRUMENTS

The financial instruments currently held by the Company

are:

• Trade receivables and payables

• Short-term financial liabilities

• Cash, cash equivalents and investments (we refer to

note 5.7.6) amounting to 3.6 million euro (2021: 10.0

million euro). Investments are mainly in very low risk

bonds and term investments.

• Convertible bonds (we refer to note 5.5.6 )

OXURION ANNUAL REPORT 2022

(D) MARKET RISK

The Group’s activities are such that the Group’s income is

exposed to financial risks arising from currency exchange

rate fluctuations because a substantial proportion of

the research expenditure is invoiced in USD and pound

sterling (GBP). The Group tries to compensate the inflows

and outflows in foreign currenc y.

Analysis of sensitivity to exchange rates

The Group is mainly exposed to fluctuations in GBP and

USD against the euro.

The sensitivity of loss to changes in the exchange rates

arises mainly from USD and GBP denominated financial

instruments.

N '000 EURO	IMPACT ON PAST TAX LOSS
	2022	2021
USD/euro exchange rate increase 10%	163	-339
USD/euro exchange rate decrease 10%	-200	415
GBP/euro exchange rate increase 10%	7	6
GBP/euro exchange rate decrease 10%	-9	- 7

(E) INTEREST RISK MANAGEMENT

At the moment, the Group has external debt financing

with a fixed interest rate. The Group does not have any

contracts with a variable interest rate. Consequently, there

is currently no need for a specific interest risk manage-

ment policy in the Group.

(F) CREDIT RISK MANAGEMENT

Credit risk relates to the risk that a counterparty will fail to

fulfil their contractual obligations with the result that the

Group would suffer a loss. The Group’s policy focuses on

only working with credit-worthy counterparties and, where

necessary, requiring adequate securities. Information about

the creditworthiness of counterparties is provided by inde-

pendent ratings agencies and, if this is not available, the

Group uses information that is publicly available as well

as its own internal records. Credit risk is managed by the

financial department of Oxurion by means of individual

follow-up of credit per counterparty.

The Group has a limited number of customers. Credit

risk is considered as remote due to a history of no issues

with payment collection. So far, the collection of payments

happened without any delay and with limited credit risk.

The credit risk on cash investments is limited given that the

counterparties are banks with high credit scores attributed

by international rating agencies .

OXURION ANNUAL REPORT 2022

(G) LIQUIDITY RISK MANAGEMENT

The Group manages its liquidity risk by ensuring adequate

reserves and by constantly checking the projected and

actual cash flows. At the moment, the Group is not subject

to any substantial liquidity risk.

Contractual undiscounted maturities of financial liabilities

at December 31, 2021 and 2022 are as follows:

IN '000 EURO (AS AT	LESS THAN 6 MONTHS	6 - 12 MONTHS	BETWEEN 1 AND 2 YEARS	BETWEEN 2 AND 5 YEARS	OVER 5 YEARS	TOTAL
31 DECEMBER 2021)
Lease liabilities	162	59	30	15	0	266
Convertible loans	300	1,910	4,464	5,187	0	11,861
Trade payables	4,979	0	0	0	0	4,979
Other short-term liabilities	628	0	0	0	0	628
Total financial liabilities	6,069	1,969	4,494	5,202	0	17,734

OXURION ANNUAL REPORT 2022

IN '000 EURO (AS AT

31 DECEMBER 2022)

LESS THAN 6 MONTHS 6 - 12 MONTHS BETWEEN 1 AND 2 YEARS BETWEEN 2 AND 5 YEARS OVER 5 YEARS TOTAL

Lease liabilities 88 78 144 389 394 1,093

Convertible loans 1,728 1,728 3,456 541 0 7,453

Trade payables 5,040 0 0 0 0 5,040

Other short-term liabilities 2,813 0 0 0 0 2,813

Total financial liabilities 9,669 1,806 3,600 930 394 16,399

5.5.8 Remuneration of Key

Management Personnel

Key management personnel were constituted in 2022 of:

• Tom Graney – CEO

The key management personnel constitute the CEO as

per Company’s corporate chapter.

Remuneration of key management personnel was as

follows:

IN '000 EURO (EXCEPT FOR THE NUMBER OF STOCK	2022	2021
OPTIONS) (AS AT 31 DECEMBER)
Short-term benefits - consultancy fees / salary	562	652
Termination benefits	0	159
Cost of stock options granted in the year	0	662
Number of stock options granted in the year	0	600,000

No loans, quasi-loans or other guarantees have been given

to any of the executive directors .

5.5.9 COVID-19 impact and Russia’s

invasion of Ukraine

Covid-19 Impact

In 2022, the global covid-19 situation improved consider-

ably allowing business to be carried out in normal condi-

tions again.

Russia’s invasion of Ukraine

Russia’s invasion of Ukraine and sanctions towards Russia

does not have direct impact on Oxurion’s business as the

company has no direct relations with Russia, nor with

Ukraine.

OXURION ANNUAL REPORT 2022

5.6 NOTES TO THE CONSOLIDATED

STATEMENT OF PROFIT AND LOSS

5.6.1 Income

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Sales	442	967
Income from royalties	153	161
Total revenue	595	1,128

In 2020, Oxurion entered into a global license agreement with

Inceptua for the commercialization of JETREA®.

In 2022, Oxurion JETREA® sales amounted to 0.4 million euro

out of which 91% is attributed to Belgium and the remaining

to other countries. In 2021, Oxurion JETREA® sales amounted

to 1.0 million euro out of which 61% was attributed to Belgium

and the remaining to other countries.

For further details we refer to the Key Agreements’ section as

disclosed in note 5.8.

5.6.2 Cost of sales

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
License rights on sales	-46	-48
Cost of goods	-467	-564
Total cost of sales	-513	-612

The license rights on sales include the royalties that Oxurion

owes to the companies RCT and LSRP on the basis of

JETREA® sales.

5.6.3 Research and development expenses

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Employee benefits	-3,231	-5,900
Subcontracted R&D activities	-10,668	-11,451
Reagents and materials	-88	-419
Patent expenses	-107	-279
Consultancy fees	-1,246	-1,984
Other	-389	-260
Depreciation and amortization	-307	-584
Government grants	3	84
Income from recharge of costs	47	97
Total research and development expenses	-15,986	-20,696

The decrease in employee benefits in 2022 compared to

2021 is mainly the result of the decision of the Company

taken in 2021 to reduce the headcount to focus on its clinical

assets, hence the severance attributable to these reductions

were included in 2021.

The subcontracted R&D activities relate to the outsourced

services used to develop Oxurion’s projects in the preclinical

and clinical phase. The costs in 2021 and 2022 are mainly

the cost related to the THR-149 and THR-687 clinical studies.

In 2022, other expenses were 0.4 million euro compared to

0.3 million euro in 2021.

The government grants are grants received from the VLAIO,

formerly known as IWT. Oxurion currently has no grant

agreement with VLAIO. These grants are provided to Oxurion

to support certain R&D activities. We refer to the accounting

policy in note 5.5.3.

Over the course of the project, Oxurion reports on the status of

activities and incurred expenditure to VLAIO on a regular basis

to receive grant advances. As such Oxurion and VLAIO follow

up over the course of the projects that all activities performed

will not deviate from the agreed scope and that the final grant

amount will not deviate from the initially agreed amounts.

Overall, Oxurion is confident that the reasonable assurance

as defined in the standard is reached over the course of the

project for the amounts spent up to that moment, as the only

condition attached to the grant is

to perform R&D activities in

OXURION ANNUAL REPORT 2022

l ine with the agreed-upon scope and in line with the set budget

and maintain a presence in the same region. There are no

other conditions attached to the grants and the outcome of

R&D activities does not impact the decision of VLAIO whether

the final grant will be received or not.

Government grants that compensate the Company for

expenses incurred and income from the recharge of costs are

deducted from the research and development expenses on

a systematic basis in the same period in which the expenses

are incurred .

5.6.4 General and administrative expenses

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Employee benefits	-1,753	-2,653
Consultancy fees	-3,141	-3,470
Insurance	-361	-343
Other	-692	-622
Depreciation and amortization	-33	-62
Total general and administrative expenses	-5,980	-7,150

The most important piece of the general and administra-

tive expenses are ICT contractors, management, audit fees,

Board of Directors’ fees, investor relations contractors, legal

and funding fees and HR services.

5.6.5 Selling expenses

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Employee benefits	-608	-975
Distribution costs	-68	-91
Contractor and consultancy fees	-241	-296
Other	-183	-116
Depreciation and amortization	-15	-31
Income from recharge of costs	223	235
Total selling expenses	-892	-1,274

In 2022, the selling expenses of Oxurion were 0.9 million

euro compared to 1.3 million euro in 2021. The decrease is

mainly a continuing effect of the outlicensing of JETREA®

to Inceptua.

5.6.6 Other operating income

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Other operating income	830	1,245
Total other operating income	830	1,245

In 2022, Oxurion received other operating income of 0.8

million euro compared to 1.2 million euro in 2021. The accrued

tax credit amounts to 0.6 million euro in 2022 compared to

0.9 million euro in 2021 .

5.6.7 Finance income

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Interest	9	9
Fair value adjustment convertible bonds	436	0
Exchange rate gain (on USD and GBP)	194	162
Total finance income	639	171

As a result of USD revaluations, the unrealized exchange

gain in 2022 amounted to 0.177 million euro (2021: 0.146

million euro) whereas 0.017 million euro exchange gains were

realized (2021: 0.016 million euro).

The fair value adjustment convertible bonds relate for 0.436

million euro to the Kreos/Pontifax convertible bond (2021:

0.025 million euro finance expense). We refer to note 5.7.11

for more information.

5.6.8 Finance expense

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Bank costs	-21	-26
Impairment on short-term financial investments	-15	-5
Fair value adjustment convertible bonds	-7,824	-372
Other	-1,349	-713
Exchange rate loss (on USD and GBP)	-170	-152
Total finance expense	-9,379	-1,268

The fair value adjustment convertible bonds relate for 7.824

million euro to the Negma convertible bond (2021: 0.347

million euro). We refer to note 5.7.11 for more information .

OXURION ANNUAL REPORT 2022

The other financial expenses relate for 0.700 million euro

to the Negma convertible bond (2021: 0.525 million euro),

0.636 million euro to the Kreos/Pontifax convertible bond

(2021: 0.177 million euro) and 0.013 million euro to other

(2021: 0.011 million euro).

As a result of USD revaluations, the unrealized exchange

losses in 2022 amounted to 0.004 million euro (2021: 0.138

million euro) whereas 0.166 million euro exchange losses

were realized (2021: 0.014 million euro ) .

5.6.9 Employee benefits

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Wages, salaries and bonuses	-4,456	-8,030
Share-based compensation expenses	-933	-1,107
Pension costs	-203	-391
Total	-5,592	-9,528

The pension costs included in the table above consist for

0.149 million euro (2021: 0.374 million euro) of costs related

to defined benefit plans and for 0.054 million euro (2021:

0.017 million euro) of costs related to defined contribution

plans. We refer to note 5.7.9 for more information on the

defined benefit plans.

The average number of full-time equivalents (including

executive directors) was as follows:

IN NUMBERS	2022	2021
Research and development	27	45
General and administration	7	10
Selling	1	1
Total	35	56

The share-based compensation expense included in the

statement of profit and loss is given below:

N '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Research and development expenses	427	289
General and administrative expenses	495	798
Selling expenses	11	20
Total	933	1,107

We refer to note 5.7.8, for further information regarding the

share-based payment plans.

5.6.10 Taxes

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Current tax expense	-7	-3
Deferred tax expense	0	0
Tax expenses in income statement	-7	-3
Effective tax rate	0.0%	0.0%

The tax expense as shown above has been calculated in

conformity with local and international tax laws. The tax

on the Company’s loss (-)/ profit before tax differs from

the theoretical amount that would arise using the domestic

rate in Belgium on loss (-) / profit of the year and is as

follows:

IN '000 EURO (FOR THE YEAR ENDED 31 DECEMBER)	2022	2021
Loss (-) / profit before tax	-31,686	-29,592
Expected tax based on tax rate of the parent	7,921	7,398
company (25% - theoretical)
Disallowed expenses	-231	-51
Tax deductions and non-taxable income	152	144
Change in unrecognized deferred taxes	-5,961	-9,947
Difference in tax rates from other jurisdictions	0	-6
Permanent differences	-1,888	2,459
Tax expense of the year (effective)	-7	-3

The main difference between the theoretical tax and the

effective tax for the year 2021 and 2022 can be primarily

explained by the unrecognized deferred taxes for which

the Company conservatively assesses that it is not likely

that these will be utilized in the foreseeable future .

OXURION ANNUAL REPORT 2022

5.6.11 Result per share

Earnings per share

The calculation of basic earnings/loss per share on

December 31, 2022, is based on the holders of ordinary

shares attributable loss (-) / profit from 2022 (31.693)

million euro (2021: (29.595) million euro) and a weighted

average number of ordinary shares outstanding during

2022 of 85,019,833 (2021: 38,410,532), calculated as

follows:

	2022	2021
Issued ordinary shares per 1 January	39,067,284	38,291,950
Effect of capital increases through issue of shares	45,952,549	118,582
Average number of ordinary shares per	85,019,833	38,410,532
31 December

IN '000 EURO, EXCEPT FOR RESULT PER SHARE	2022	2021
Result of the year	-31,693	-29,595
Basic/Diluted result per share	-0.37	-0.77

As consideration in exchange for services performed, the

Group has granted subscription rights to buy ordinary

shares to the CEO and personnel.

In addition, the Group also has convertible loans with

Negma and Kreos/Pontifax (see note 5.7.11) for which

potential ordinary shares can be issued upon conversion.

The effect of these potential ordinary shares is anti-dilutive

as there was a loss in 2022 and 2021. As such, the diluted

earnings per share are the same as the basic earnings per

share.

See note 5.7.8 for an overview of the number of outstand-

ing subscription rights at each year-end.

OXURION ANNUAL REPORT 2022

5.7 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

5.7.1 Property, plant and equipment

IN '000 EURO	MACHINES, PLANT	FURNITURE AND	TOTAL
	AND EQUIPMENT	FITTINGS
As at 1 January 2021
Cost	6,674	4,310	10,984
Accumulated depreciation and disposals	-6,469	-4,276	-10,745
Exchange differences	-26	17	-9
Net carrying amount	179	51	230
Year ended on 31 December 2021
Additions	25	7	32
Depreciation expenses	-47	-30	-77
Disposals	-60	-8	-68
Exchange differences	0	3	3
Net carrying amount	97	23	120
As at 31 December 2021
Cost	6,699	4,317	11,016
Accumulated depreciation and disposals	-6,576	-4,314	-10,890
Exchange differences	-26	20	-6
Net carrying amount	97	23	120
Year ended on 31 December 2022
Additions	28	31	59
Depreciation expenses	-45	-18	-63
Disposals	-9	-7	-16
Exchange differences	0	-1	-1
Net carrying amount	71	28	99
As at 31 December 2022
Cost	6,727	4,348	11,075
Accumulated depreciation and disposals	-6,630	-4,339	-10,969
Exchange differences	-26	19	-7
Net carrying amount	71	28	99

At December 31, 2022, property, plant and equipment with an original cost of 2.5 million euro (2021: 3.4 million euro) that

has already been fully depreciated is still in use. No property, plant and equipment is pledged or in limited use .

100

OXURION ANNUAL REPORT 2022

5.7. 2 Leases

IN ‘000 EURO	LAND AND	PROPERTY, PLANT	TOTAL
	BUILDINGS	AND EQUIPMENT
Right-of-use assets
As at January 1, 2021	817	252	1,069
Additions	0	34	34
Amortization	-466	-134	-600
Modification*	-251	0	-251
As at December 31, 2021	100	152	252
As at January 1, 2022	100	152	252
Additions	924	77	1,001
Amortization	-171	-119	-290
Modification	0	0	0
As at December 31, 2022	853	110	963
Lease liabilities
As at January 1, 2021	842	254	1,096
Additions	0	34	34
Lease payments	-463	-136	-599
Modification*	-266	0	-266
As at December 31, 2021	113	152	265
Of which are:
current lease liabilities	113	108	221
non-current lease liabilities	0	44	44
total	113	152	265
As at January 1, 2022	113	152	265
Additions	924	77	1,001
Lease payments	-172	-122	-294
Modification	0	0	0
As at December 31, 2022	865	107	972
Of which are:
current lease liabilities	92	47	139
non-current lease liabilities	773	60	833
total	865	107	972

(*) Oxurion decided to focus on its clinical development strategy and decided to

terminate part of the lease agreement with Bio-Incubator

The lease payments in the table above of 0.294 million

euro (2021: 0.599 million euro) are reconciled to the line

item ‘Principal paid on lease liabilities’ in the consolidated

statement of cash flows.

The amortization of the right-of-use assets is reconciled

to the line item ‘Amortization of right-of-use assets’ in the

consolidated statement of cash flows.

On December 31, 2022, Oxurion had outstanding lease

obligations, which become due as follows:

	UP TO 3	BETWEEN	BETWEEN	BETWEEN	OVER 5
IN ‘000 EURO	MONTHS	3 AND 12	1 AND 2	2 AND 5	YEARS
		MONTHS	YEAR(S)	YEARS
Lease obligations	39	100	121	338	374

101

OXURION ANNUAL REPORT 2022

5.7. 3 Intangible assets

	INTERNALLY
IN '000 EURO	GENERATED	LICENSE NUVUE	LICENSE GRIFOLS	LICENSE	LICENSE VIB	LICENSES OTHER	TOTAL
	MICROPLASMIN			GALAPAGOS
	PHASE III
As at 1 January 2021
Cost	53,597	12,019	9,935	1,000	1,252	168	77,971
Accumulated amortization expenses	-22,700	-6,578	-5,381	0	0	-168	-34,827
Accumulated impairment losses	-30,897	-5,441	-4,554	0	-125	0	-41,017
Net carrying amount	0	0	0	1,000	1,127	0	2,127
Year ended December 31, 2021
Additions	0	0	0	0	0	0	0
Disposals	0	0	0	0	0	0	0
Amortization expenses	0	0	0	0	0	0	0
Impairment losses	0	0	0	0	-1,127	0	-1,127
Net carrying amount	0	0	0	1,000	0	0	1,000
As at December 31, 2021
Cost	53,597	12,019	9,935	1,000	1,252	168	77,971
Accumulated amortization expenses	-22,700	-6,578	-5,381	0	0	-168	-34,827
Accumulated impairment losses	-30,897	-5,441	-4,554	0	-1,252	0	-42,144
Net carrying amount	0	0	0	1,000	0	0	1,000
For the period ended on December 31, 2022
Additions	0	0	0	0	0	0	0
Disposals	0	0	0	0	0	0	0
Amortization expenses	0	0	0	0	0	0	0
Impairment losses	0	0	0	-1,000	0	0	-1,000
Net carrying amount	0	0	0	0	0	0	0
As at December 31, 2022
Cost	53,597	12,019	9,935	1,000	1,252	168	77,971
Accumulated amortization expenses	-22,700	-6,578	-5,381	0	0	-168	-34,827
Accumulated impairment losses	-30,897	-5,441	-4,554	-1,000	-1,252	0	-43,144
Net carrying amount	0	0	0	0	0	0	0
Intangible assets with definite useful lives:

In the development of JETREA®, Oxurion has capital-

ized ocriplasmin clinical trial costs (internally generated

Microplasmin Phase 3), and two externally acquired

licenses that were used for development of JETREA®:

NuVue and Grifols. The capitalized costs were amortized

from the date of commercialization of JETREA® in 2013,

over the life of the patent, which was determined to be

11.8 years, but as there was an impairment indicator, they

were fully impaired before that date. We refer to the ac-

counting policy section for more details on ocriplasmin.

Intangible assets pledged:

In the context of the Kreos/Pontifax convertible bond, the

Group has created a pledge up to 10 million euro over (i)

the Company’s business, including its intellectual property,

and (ii) the patents and patent application in families

WO2020043533 and WO2005123734, relating to THR

687, which have been registered in the Belgian national

pledge register. In addition, a pledge is registered over the

US patent 10,703,752 (application 16/554,259 filed on

August 19, 2019), relating to THR 687, in the United States

Patent and Trademark Office .

102

OXURION ANNUAL REPORT 2022

Intangible assets with indefinite useful lives:

The Galapagos License relates to an externally acquired

license by Oxurion in relation to program THR-687, for the

development and commercialization of integrin antago-

nists. The Part A data showed THR-687 to be safe and

well tolerated with no serious adverse events and none of

the patients required rescue medication through Month 3,

however, there was insufficient evidence of efficacy on the

key endpoints (Best Corrected Visual Acuity and Central

Subfield Thickness). As a result, Oxurion has decided not

to advance THR-687 to Part B of the INTEGRAL trial. The

Galapagos License was there for fully impaired as per

December 31, 2022. For more details on the agreement

and accounting policy treatment, we refer to note 5.8

under key arrangements section.

The VIB license relates to an externally acquired license

by Oncurious for a portfolio of five unique next generation

immuno-oncology assets which are being used in further

development. This asset was given as a contribution in

kind by VIB and was capitalized based on fair value deter-

mined by an independent valuator. The license is impaired

as per June 30, 2021, as Oxurion would no longer make

direct investments in these assets. The Company also

explored the option of taking on an additional investor in

Oncurious, but was unable to secure a transaction under

acceptable terms. For more details on the agreement and

accounting policy treatment, refer to note 5.8 under key

arrangements section. Besides the portfolio of five immu-

no-oncology assets the VIB License column also contains

TB-403 with a gross book value of 0.125 million euro,

which was impaired during 2020.

Impairment test at December 31, 2022

Indefinite life intangible assets are tested for impairment

annually since these are not subject to amortization.

Definite lived intangible assets are tested for impairment

if indicators exist.

The Galapagos license was fully impaired (1 million euro)

given the announcement in the first half of 2022 that

Oxurion has decided not to advance THR-687 to part B

of the INTEGRAL trial.

The VIB IP license has been fully impaired as per June

30, 2021, as a result of the existence of an impairment

indicator given the announcement in the first half of 2021

that Oxurion would no longer make direct investments in

Oncurious (oncology), and as a result the oncology assets

were impaired in the amount of 1.127 million euro .

5.7.4 Trade and other receivables, non-

current tax credit and current

tax receivables

5.7.4.1 Trade and other receivables

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
Trade receivables	316	81
Other receivables	2,696	2,276
Prepaid expenses and other current assets	309	160
Total	3,321	2,517

Other receivables relate mainly to prepayments: 2.376

million euro in 2022, compared to 2.228 million euro in

2021. These advances were paid upfront to various CRO

partners mainly in relation to direct costs and pass-through

costs.

Allowance for bad debt is booked on the basis of an

estimate of lifetime credit losses at each reporting, taking

into account the payment history of the other party. As per

December 31, 2022, and 2021, there are no material aged

trade receivables.

The table below shows the evolution of key trade receiv-

able amounts on the reporting date:

IN '000 EURO (AS AT 31 DECEMBER) 2022 2021

Eumedica 90 25

Inceptua Group 85 56

103

OXURION ANNUAL REPORT 2022

VIB 119 0

Other trade receivables 22 0

Total 316 81

Management has sufficient confidence in the creditworthi-

ness of the counterparty that the trade receivable amounts

are considered collectable in full.

Aging balance of receivables that are due, but that are

still considered collectable based on contractual payment

terms:

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
0 - 60 days	316	81
60 - 90 days	0	0
90 - 120 days	0	0
more than 120 days	0	0
Total	316	81

When determining the collectability of a trade receivable,

the Group takes into account any change in the quality of

the receivable between the date on which the credit was

granted and the reporting date.

The Group has no securities linked to these receivables.

5.7.4.2 Taxes

Non-current tax receivables

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
Tax credit	3,785	4,000
Total	3,785	4,000

Oxurion receives tax credits for R&D expenses. In case in-

sufficient tax against which to set off the tax credit, the credit

can be carried forward during five consecutive fiscal years.

At the end of these five fiscal years, the balance of the

unused tax credit is received in cash from the government.

Current tax receivables

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
Recoverable VAT	154	242
Recoverable withholding tax	2	4
Tax credit	0	568
Other taxes	33	31
Total	189	845

The outstanding tax claims relate to recoverable VAT, re-

coverable withholding tax on interest, US corporate income

tax and short-term tax credit .

5.7.5 Inventories

N '000 EURO (AS AT 31 DECEMBER)	2022	2021
Raw and ancillary materials, goods in process and	5	60
finished goods
Total	5	60

The inventories of raw and ancillary materials, goods in

process and finished goods are based on the net value,

after impairment losses. The impairment losses on the

inventories recognized in cost of goods amount to 0.444

million euro in 2022, compared to 0.629 million euro in

2021 .

104

OXURION ANNUAL REPORT 2022

5.7.6 Investments

IN '000 EURO (AS AT 31 DECEMBER)	2022	2021
Other investments	95	247
Total investments	95	247

FINANCE ASSETS ACCORDING TO CATEGORIES	INVESTMENTS AT	INVESTMENTS
DEFINED IN IFRS 9	AMORTIZED COST	AT FVOCI
Balance at 1 January 2021	0	288
Exchange rate differences	0	7
Additions	0	0
Retirements	0	-40
Impairments	0	-1
Appreciation at market value	0	-7
Balance at 31 December 2021	0	247
-/- of which taken in fixed assets	-	-
Taken in current assets	0	247
Composition
- Other bonds	0	247
- Term investments	0	0
Breakdown per currency
- in euro	0	140
- in other currency	0	107
Total	0	247
Balance at 1 January 2022	0	247
Exchange rate differences	0	9
Additions	0	0
Retirements	0	-152
Impairments	0	-4
Appreciation at market value	0	-5
Balance at 31 December 2022	0	95
-/- of which taken in fixed assets	-	-
Taken in current assets	0	95
Composition
- Other bonds	0	95
- Term investments	0	0
Breakdown per currency
- in euro	0	95
- in other currency	0	0
Total	0	95

The Group decided to invest mainly in saving accounts

and term deposits. The remaining bonds are held by KBC

and are distributed in two bonds of private and public insti-

tutions. The credit rating varies from A+ to BBB. Bonds are

measured at fair value at level 1 hierarchy based on quoted

market prices .

5.7.7 Share capital

Oxurion was incorporated on May 30, 2006, under its

former name ‘ThromboGenics’, with a share capital of

62,000 euro represented by 11,124 shares.

On December 31, 2022, the share capital of the Company

on a consolidated basis amounted to 65.4 million euro

represented by 411,071,559 ordinary shares without

indication of nominal value. All shares are fully paid up and

have the same rights.

NUMBER OF SHARES
31 December 2020	38,291,950
Capital increase due to conversion of convertible bonds	775,334
31 December 2021	39,067,284
Capital increase by contribution in cash	7,226,039
Capital increase due to conversion of convertible bonds	364,778,236
31 December 2022	411,071,559

IN '000 EURO	CAPITAL	SHARE
		PREMIUM
31 December 2020	44,913	0
Capital increase due to conversion of convertible bonds	1,116	234
31 December 2021	46,029	234
Capital increase by contribution in cash	10,405	0
Capital increase due to conversion of convertible bonds	9,009	16
31 December 2022	65,443	250

The Board of Directors’ powers with respect to the author-

ized share capital were renewed at the EGM of Oxurion

held on May 24, 2022, for a period of five years starting

from the publication of the notary deed pertaining to

105

OXURION ANNUAL REPORT 2022

t he modification of the Articles of Association in the

Belgian Official Gazette (May 24, 2022). The Board of

Directors is authorized to increase the share capital of the

Company upon one or more occasions up to an amount

of 67,931,161.32 euro (less the authorized capital which is

used in view of the issuance of convertible bonds) through

contribution(s) in cash, contribution(s) in kind, or by con-

version of the reserves in accordance with the special

report drawn up pursuant to Article 7:199 of the BCCA.

As a result, on December 31, 2022, the authorized capital

is 65,443,000 euro.

During financial year 2022, Oxurion’s share capital and

share premium has been increased on several occasions

following the conversion of (in aggregate) 3,610 converti-

ble bonds issued to Negma:

DAT E	BONDS	CAPITAL	SHARE PREMIUM
		(IN EURO)	(IN EURO)
8 February 2022	200	483,219.36	16,780.64
23 March 2022	240	600,000.00	0.00
15 April 2022	230	575,000.00	0.00
18 May 2022	200	500,000.00	0.00
7 June 2022	180	450,000.00	0.00
6 July 2022	220	550,000.00	0.00
17 August 2022	200	500,000.00	0.00
5 September 2022	80	200,000.00	0.00
13 September 2022	80	200,000.00	0.00
12 October 2022	173	432,500.00	0.00
19 October 2022	164	410,000.00	0.00
24 October 2022	120	300,000.00	0.00
26 October 2022	123	307,500.00	0.00
2 November 2022	120	300,000.00	0.00
7 November 2022	130	325,000.00	0.00
17 November 2022	56	140,000.00	0.00
22 November 2022	172	430,000.00	0.00
24 November 2022	140	350,000.00	0.00
28 November 2022	242	605,000.00	0.00
30 November 2022	80	200,000.00	0.00
5 December 2022	80	200,000.00	0.00
9 December 2022	380	950,000.00	0.00
Total	3,610	9,008,219.36	16,780.64

In addition to the Negma funding, a capital increase also

took place in the context of the authorized capital by a

contribution in cash of 10,405,500 euro and with the

issuance of 7,226,039 new Oxurion NV shares at 1.44 euro

per share through a private equity placement on March 7,

2022 .

106

OXURION ANNUAL REPORT 2022

5.7.8 Other comprehensive income and

other reserves

The other comprehensive income is detailed as follows:

	CURRENCY	REMEASURE-	FAIR VALUE ADJUST-
IN '000 EURO	TRANSLATION	MENT DEFINED	MENTS OF DEBT	TOTAL
	ADJUSTMENT	BENEFIT	INSTRUMENTS	OCI
		PLANS
31 December 2020	-378	-661	0	-1,039
Movements in OCI	122	566	-5	683
31 December 2021	-256	-95	-5	-356
Movements in OCI	101	361	-5	457
31 December 2022	-155	266	-10	101

The other reserves movement is detailed as follows:

	SHARE-	RETAINED	FAIR VALUE
IN '000 EURO	BASED	EARNINGS	ADJUST-	OTHER	TOTAL
	PAYMENT	RESERVE	MENT
	RESERVE	FUND	RESERVE
31 December	12,574	-18,706	-1	0	-6,133
2020
Movements in other reserves	1,107	-453	213	0	867
31 December	13,681	-19,159	212	0	-5,266
2021
Movements in other reserves	933	-38	7,398	0	8,293
Transfer*	-11,433	0	0	11,433	0
31 December	3,181	-19,197	7,610	11,433	3,027
2022

*As at December 31, 2022, the Group reclassed the recorded share-based payment

reserve of the expired and exercised subscription rights to a category ‘other’.

The category ‘Share-based reserve’ expresses now the outstanding share-based

payment liability.

On August 24, 2020, by decision of an EGM of Oxurion, a

capital decrease was initiated and transferred within equity

to create a reserve fund classified as other reserves for an

amount of 5,532,596.62 euro to be able to absorb future

losses within the other reserves. For the movement in the

share-based payment reserve we also refer to note 5.6.9

where the share-based payment expense of the period is

disclosed as employee benefit expense.

Share-based payment plans

The Group has created various subscription rights plans

that can be granted to personnel and a subscription rights

plan for Non-Executive Directors.

Since the public listing, all subscription rights plans have

been created in respect of Oxurion.

At December 31, 2022, there are five outstanding sub-

scription rights plans, as follows:

CREATION DATE OF PLAN	DATE GRAN-	EXERCISE PRICE	BENEFICIARY
	TED	(IN EURO)
			Employees, key
Subscription Rights Plan 2017	2017-2020	Between 2.64	consultants and
		and 6.55	directors of the
			Group
Subscription Rights Plan			Non-Executive
2020	2021	2.57	Directors of the
			Group
Subscription Rights Plan		Between 1.75	Employees and
2021-1	2021	and 2.60	key consultants
			of the Group
Subscription Rights Plan			Employees and
2021-2	2021	1.75	key consultants
			of the Group
Subscription Rights Plan		Between 0.444	Employees and
2021-3	2021-2022	and 1.82	key consultants
			of the Group

Brief overview of all outstanding subscription rights granted

between 2017 and December 31, 2022 .

107

OXURION ANNUAL REPORT 2022

Subscription Rights Plan 2017

On November 20, 2017, the EGM of Oxurion decided to

issue the Subscription Rights Plan 2017 (formerly referred

to as the warrants plan 2017). Under this Subscription

Rights Plan 2017, which has a term of ten years and all

will lapse in 2027, a maximum of 1,440,000 subscription

rights can be issued and granted to employees, directors,

and consultants of the Group. Each subscription right

entitles the holder to subscribe to one Oxurion share.

Subscription rights are granted under this plan by the

Board of Directors or the Nomination and Remuneration

Committee, except for directors. Authority to grant sub-

scription rights to directors is held by the general meeting

of shareholders. Subscription rights are offered free of

charge. The exercise price is equal to the lower of (i) the

average of the closing prices of the share on the stock

market during the 30 days prior to the offering of a sub-

scription right or (ii) the closing price on the last stock

market day prior to the offer. Subscription rights granted

under this plan have a three year graded vesting (50%

after 2 years and 50% after 3 years) with no performance

conditions. The conditions under which a subscription right

holder is entitled to exercise a subscription right are estab-

lished by the Nomination and Remuneration Committee.

Subscription Rights Plan 2020

On December 23, 2020, the Board of Directors proposed

to issue the Oxurion 2020 Subscription Rights Plan, which

was decided by the AGM held in May 2019. Under this

Subscription Rights Plan 2020, which has a term of ten

years and all subscription rights will lapse in 2030, a

maximum of 150,000 subscription rights can be issued

and granted to Non-Executive Directors of Oxurion. Each

subscription right entitles the holder to subscribe to one

Oxurion share subject to the payment of the exercise price.

The exercise price is equal to the lower of (i) the average

of the closing prices of a share on the stock market during

the 30 days prior to the offering of a subscription right or

(ii) the closing price on the last stock market day prior to

the offer. Subscription rights granted under this plan have a

contractual term of ten years and vest immediately.

Subscription Rights Plans 2021

On April 14, 2021, the Board of Directors of Oxurion

decided to issue the Subscription Rights Plan 2021-1.

Under this Subscription Rights Plan 2021-1, which has a

term of ten years, and all subscription rights will lapse in

2031, a maximum of 1.085 million subscription rights can

be issued and granted to employees i and consultants of

the Group. Each subscription right entitles the holder to

subscribe to one Oxurion share.

On September 22, 2021, the Board of Directors of Oxurion

has decided to issue the Subscription Rights Plan 2021-2.

Under this Subscription Rights Plan 2021-2, which has

a term of ten years, and all subscription rights will lapse

in 2031, a maximum of 550,000 subscription rights can

be issued and granted to employees and consultants of

the Group. Each subscription right entitles the holder to

subscribe to one Oxurion share.

On December 30, 2021, the Board of Directors of Oxurion

has decided to issue the Subscription Rights Plan 2021-3.

Under this Subscription Rights Plan 2021-3, which has a

term of ten years, and all will lapse in 2031, a maximum of

862,000 subscription rights can be issued and granted to

employees and consultants of the Group. Each subscrip-

tion right entitles the holder to subscribe to one Oxurion

share. These plans are collectively referred to as the

Subscription Rights Plans 2021.

Subscription rights are granted under the Subscription

Rights Plans 2021 by the Board of Directors or the

Nomination and Remuneration Committee. Subscription

rights are offered free of charge. The exercise price is

equal to the lower of (i) the volume weighted average price

108

OXURION ANNUAL REPORT 2022

(VWAP) of the Company’s shares on the stock exchange

over a period of thirty calendar days prior to the date of

the offer or (ii) the closing price of the Company’s shares

on the last business day prior to the date of the offer. In

general, half of the subscription rights under these plans

vest after one year and the other half vest quarterly over

the following two years. For the subscription rights granted

in April 2021 under the Subscription Rights Plan 2021-1, the

vesting period exceptionally commenced on December

28, 2020. The conditions under which a subscription rights

holder is entitled to exercise a subscription right are estab-

lished by the Nomination and Remuneration Committee.

The grant date fair values of the subscription rights granted

under the different Subscription Plans have been deter-

mined by using the Black & Scholes model, taking into

account the following assumptions:

2017 SUBSCRIPTION PLAN ASSUMPTIONS

GRANT DATE DEC 17 DEC 17 JUN 18 DEC 18 DEC 18 JUL 19 DEC 19 DEC 19 JUN 20 AUG 20

Number of warrants granted 251,000 150,000 33,500 208,000 150,000 44,300 136,000 125,000 43,500 10,000

Current share price on grant

date (in euro)

3.38 3.38 7.07 3.52 3.52 4.65 2.875 2.875 3.07 2.72

Exercise price 3.38 4.593 6.549 3.4 4.593 3.822 2.64 4.593 2.847 2.8

Expected dividend yield - - - - - - - - - -

Expected stock price volatility 40% 40% 40% 40% 40% 40% 60% 60% 60% 60%

Risk-free interest rate 0.59% 0.59% 0.73% 0.69% 0.69% -0.25% -0.12% -0.12% -0.23% -0.38%

Expected duration 10 10 9.5 9 9 8.5 8 8 7.5 7.5

Fair value 1.56 1.29 3.33 1.58 1.3 2.23 1.75 1.43 1.83 1.56

2021 SUBSCRIPTION PLANS ASSUMPTIONS

GRANT DATE APR 21 JUN 21 SEP 21 SEP 21 DEC 21 JUN 22

Number of warrants granted 888,500 7,500 550,000 165,000 804,000 1,000

Current share price on grant

date (in euro)

2.6 2.505 1.928 1.928 1.82 0.45

Exercise price 2.6 2.52 1.75 1.75 1.82 0.44

Expected dividend yield - - - - - -

Expected stock price volatility 45% 45% 45% 45% 45% 65%

Risk-free interest rate 0.09% 0.08% -0.06% -0.06% 0.03% 2.08%

Expected duration 10 10 10 9.5 10 9.5

Fair value 1.3 1.27 1.01 1.00 0.91 0.32

109

OXURION ANNUAL REPORT 2022

2020 SUBSCRIPTION PLAN ASSUMPTIONS

GRANT DATE MAR 21

Number of warrants granted 75,000

Current share price on grant date

(in euro)

2.55

Exercise price 2.57

Expected dividend yield -

Expected stock price volatility 45%

Risk-free interest rate -0.16%

Expected duration 9

Fair value 1.23

The assumptions used in determining the fair value of the subscription rights granted are based on the following data:

• Current share price on grant date – the closing price

on the stock market of Euronext Brussels.

• Expected stock price volatility – the historical volatility

of Oxurion’s share price.

• Expected duration – calculated as the estimated

duration until exercise, taking into account the specific

features of the plans.

• Risk-free interest rate – based on the Belgian govern-

ment bond rates at the date of granting with a term

equal to the expected life of the subscription rights.

Movements in the number of subscription rights outstand-

ing and their related weighted average exercise prices are

as follows:

	2022		2021
	AVERAGE	SUB-	AVERAGE	SUB-
	EXERCISE	SCRIPTION	EXERCISE	SCRIPTION
	PRICE IN EUR	RIGHTS	PRICE IN EUR	RIGHTS
As at 1 January	2.52	3,131,250	3.84	893,800
Granted, accepted	0.44	1,000	2.11	2,431,000
Forfeited	2.46	-172,970	3.30	-193,550
Exercised	0.00	0	0.00	0
As at 31 December	2.54	2,959,280	2.52	3,131,250

Outstanding vested subscription rights at December 31,

2022, have the following earliest exercise date, maturities

and exercise prices:

EARLIEST EXERCISE

DAT E

EXPIRY DATE

EXERCISE PRICE (IN

EURO)

NUMBER

(THOUSANDS)

2023 2027 3.95 692

2023 2030 2.57 60

2023 2031 2.23 1,171

Total weighted

average

2.86 1,923

110

OXURION ANNUAL REPORT 2022

5.7.9 Employee Benefit Obligations

Oxurion offers its employees retirement benefits that are

funded through a group insurance plan managed by an

insurance fund. Until June 30, 2009, the insurance group

plan was based on a “defined benefit” system. In a defined

benefit pension plan, an employer commits to paying its

employee a specific benefit for life beginning at his or her

retirement. The amount of the benefit is known in advance,

and is usually based on factors such as age, earnings, and

years of service. Defined benefit plans do not have con-

tribution limits, but they do have a limit on the maximum

annual retirement benefit.

Since July 1, 2009, the defined benefit plan was changed

into a pension plan that is structured as a defined con-

tribution plan, but that should be accounted for as a

defined benefit plan in accordance with IFRS, since the

company offers a minimum guaranteed return to the plan

participants.

The amounts recognized in the statement of financial

position can be broken down as follows:

	2022	2021
Defined benefit obligation	4,707	5,015
Fair value of plan assets	-4,548	-4,421
Net defined benefit liability	159	594

The amounts recognized in the statement of financi al

position and the movements in the net defined benef it

obligations are as follows:

	PRESENT	FAIR VALUE OF
IN '000 EURO	VALUE OF	PLAN ASSETS	TOTAL
	OBLIGATION
As at 1 January 2021	5,361	-4,265	1,096
Current service cost	369	0	369
Past service cost	0	0	0
Interest expense/(income)	31	-26	6
Total amount recognized in profit	400	-26	374
or loss
Actuarial gains/(losses) on DBO due to change in financial	-165	0	-165
assumptions
Changes in return of plan assets	0	-66	-66
Actuarial gains/(losses) on DBO	-335	0	-335
due to experience adjustments
Total amount recognized in other comprehensive income	-500	-66	-566
Employer contributions	0	-310	-310
Employee contributions	67	-67	0
Benefit payments	-214	214	0
Taxes on contributions	-39	39	0
Insurance premiums related to risk coverages	-61	61	0
As at 31 December 2021	5,015	-4,421	594
Current service cost	185	0	185
Past service cost	0	0	0
Interest expense/(income)	53	-47	7
Total amount recognized in profit	238	-47	191
or loss
Actuarial gains/(losses) on DBO due to change in financial	-245	0	-245
assumptions
Changes in return of plan assets	0	-45	-45
Actuarial gains/(losses) on DBO	-283	0	-283
due to demographic adjustments
Actuarial gains/(losses) on DBO	213	0	213
due to experience adjustments
Total amount recognized in other comprehensive income	-315	-45	-361
Employer contributions	0	-266	-266
Employee contributions	60	-60	0
Benefit payments	-202	202	0
Taxes on contributions	-34	34	0
Insurance premiums related to risk coverages	-54	54	0
As at 31 December 2022	4,707	-4,548	159

111

OXURION ANNUAL REPORT 2022

The significant actuarial assumptions used to calculate the

net defined benefit liability were as follows:

	2022	2021
Discount rate	3.80%	1.10%
Inflation rate short term	9.30%	1.80%
Inflation rate long term	2.50%
Salary increase rate on top of inflation rate	2.00%	1.20%
Mortality tables	MR/FR with age	MR/FR with age
	correction of 3 years	correction of 3 years

Sensitivity analysis considering a change of 0.25% in the

discount rate (positive = increase net defined benefit liability

/ negative = decrease of net defined benefit liability):

IN '000 EURO TOTAL

DBO considering an increase of 0,25% in the discount rate -15

DBO considering a decrease of 0,25% in the discount rate +14

The expected future benefits to be paid are as follows:

IN '000 EURO
2023	120
2024	54
2025	101
2026	165
2027	233

5.7.10 Other short-term liabilities

IN '000 EURO (AS AT 31	2022	2021
DECEMBER)
Employee benefits	548	1,684
Other current liabilities	2,813	628
Total other short-term	3,361	2,312
liabilities

Oxurion’s Defined Benefit Obligation (“DBO”) is a non-cur-

rent liability.

Employee benefits include holiday pay, bonus, and out-

standing employee taxes.

The other current liabilities consist of commitments that

expire before year-end, but for which an invoice was not

yet received.

5.7.11 Convertible loans

The convertible loans include the following:

IN '000 EURO	KREOS /	NEGMA	TOTAL
	PONTIFAX
31 December 2020	0	0	0
Proceeds from loans and borrowings	10,000	2,500	12,500
Commitment fee	0	525	525
Converted into capital	0	-1,350	-1,350
Fair value adjustment	25	134	159
31 December 2021	10,025	1,809	11,834
Proceeds from loans and borrowings	0	7,150	7,150
Commitment fee	0	700	700
Converted into capital	0	-9,025	-9,025
Repayment of loans and borro- wings	-3,605	0	-3,605
Fair value adjustment	-436	426	-10
31 December 2022	5,984	1,060	7,044
Of which current	2,749	1,060	3,809
Of which non-current	3,235	0	3,235

The Company issued convertible bonds since 2021 with

two parties as described below:

Negma Group Ltd.

On August 26, 2021, Oxurion (the Company or the Issuer)

entered into an agreement whereby Negma as investor

is willing to subscribe to, up to 12,000 zero coupon au-

tomatically convertible bonds with each a nominal value

of 2,500 euro, in several tranches of minimum 200 and

bonds”) through several Tranches (“Part B Commitment”),

maximum 1,000 bonds for a total committed amount up

to be called by the Issuer at its discretion over the period

to 30 million euro. The Company as issuer controls the

between September 2, 2022 up to December 31, 2022

timing and amount of the tranche calls.

(“Part B Commitment Period”).

The Investor is entitled to a commitment fee for an

The initial terms and conditions as set forth in the Issuance

amount equal to up to 3.5% of the total commitment, i.e.,

and Subscription Agreement remain unchanged for Part

up to 1.050 million euro, payable, at the option of the Issuer,

A of the Funding Program. Part A of the Funding Program

either in cash or in commitment fee convertible bonds.

was suspended during the Part B Commitment Period.

50% of the commitment fee is due upon signing of the

Upon expiry of the Part B Commitment Period, Part A

agreement, the remaining 50% is due only if a tranche call

of the Funding Program was automatically reactivated

is exercised by the Issuer, as a result of which in total half of

(including that part of the Part B Commitment for which

the commitment will have been called by the Issuer.

no Part B Convertible bonds shall have been issued and

subscribed to during the Part B Commitment Period).

The conversion price is 92% of the lowest closing vol-

ume-weighted average price (VWAP) over a period of

For the Part B Commitment, the Investor is entitled to a

15 consecutive trading days expiring on the trading day

further waiver and commitment fee equal to 0,7 million

immediately preceding the date of issuance of a con-

euro, payable in 280 convertible bonds for the Part B

version notice. Each convertible bond and commitment

Commitment together with the first tranche of the Part B

fee convertible bond has a duration of twelve months as

Commitment .The waiver and commitment fee convert-

from its date of issuance and shall accrue no interest. Any

ible bonds have a nominal value of 0,0025 million euro

convertible bond and commitment fee convertible bond

each.

not converted into shares prior to the maturity date, shall

convert automatically into shares at maturity date. The

The conversion price of the Part B convertible bonds is

Investor has the right to convert all or any of the convert-

80% of the lowest closing volume-weighted average

ible bonds and commitment fee convertible bonds into

price (VWAP) over a period of 15 consecutive trading

new shares at any time.

days expiring on the trading day immediately preceding

the date of issuance of a conversion notice. There is no

The number of shares to be issued upon conversion shall

liquidity condition or cool down period.

be equal to the conversion amount divided by the appli-

cable conversion price, provided that it shall not exceed

The number of shares to be issued upon conversion shall

a maximum of 38,291,950 shares. If the Investor does

be equal to the conversion amount divided by the appli-

not receive the relevant shares, the Issuer shall pay to the

cable conversion price. The cap of 38,291,950 shares is

Investor an amount in cash (“Part A of Funding Program”)

deleted from the terms and conditions of the agreement.

On September 2, 2022, the parties amended the terms

The convertible bonds described above meets the defini-

and conditions of part of the funding program (“Part B”)

tion of a financial liability given that the conversion price

for an amount of up to 6 million euro of the total com-

is not fixed and upon conversion, will result in a variable

mitment through the issuance and subscription of up

number of shares being issued, being the nominal amount

to 2.400 of the convertible bonds (“Part B Convertible

of the convertible loan divided by the conversion price. The

112

OXURION ANNUAL REPORT 2022

113

OXURION ANNUAL REPORT 2022

convertible bond is also a derivative financial liability as the

conversion feature is an embedded derivative of the loan

host. The host and the derivative will not be separated and

are accounted for as one hybrid financial liability.

The financial liability is measured at fair value through

profit or loss. The initial fair value of the convertible loan

equals an amount of cash received in the amount of

9.650 million euro of which 2.5 million euro was received

in 2021 and 7.150 million euro was received in 2022

(5 million euro Part A and 4.650 million euro Part B).

A total of 1.350 million euro was already converted into

shares before December 31, 2021. During 2022 another

9.025 million euro has been converted into shares before

December 31, 2022, following the conversion of (in

aggregate) 3.610 convertible bonds that were issued.

Subsequently, the fair value of the convertible loan related

to the Part A convertible bonds as per December 31, 2021,

is determined as the nominal amount of the convertible

loan plus 8%. The 8% represents the difference between

the share price and the 92% of the lowest closing VWAP.

Given the volatility of the share prices as per year ending

December 31, 2022, the fair value of the convertible loan

related to the Part B Convertible bonds is based on the

intrinsic value approach. Considering the term of the

convertible loan to be less than twelve months, no option

pricing model is used. The outstanding convertible loan has

a nominal value of 0.5 million euro as per 31 December

2022 and the fair value is determined at 1.06 million euro

with changes in the fair value recorded in profit and loss

as fair value gains and losses on the convertible loan.

The fair value loss in the amount of 0.426 million euro

as per December 31, 2022, is included in the line item

‘Finance expense’ in the consolidated statement of profit

and loss.

The fair value of the converted bonds during 2022 was

16.423 million euro. The difference between the fair value

and the nominal amount was recorded in profit and loss

as fair value loss included in the line finance expense for

an amount of 7.824 million euro and 0.426 million euro in

other reserves upon conversion.

Upon conversion, the financial liability measured at fair

value at date of conversion will be reclassified to share-

holders’ equity.

The liability for the first instalment of the Part A commit-

ment fee of 0.525 million euro (50% upon signing of the

agreement) is made once the first Tranche Call is called

by the Company. The commitment fee is recorded in

profit and loss as transaction cost due, given the Company

cannot avoid cash settlement if the Investor requests

eventual payment in cash. These transaction costs are

included in the line item ‘Finance expense’ in the consoli-

dated statement of profit and loss.

The second instalment of the Part A commitment fee of

0.525 million euro is recognized if and only if a tranche

call is exercised by the Issuer, as a result of which in total

more than half of the total commitment will have been

called. This commitment fee is considered as a transaction

cost in accordance with IFRS 9 and expensed as incurred

as financial expense, given it is an incremental cost that

the Company would not incur if the triggering condition is

not met. This second instalment has not been accounted

for as per December 31, 2022, since there is no present

obligation yet.

The Part B waiver and commitment fee of 0.7 million euro

payable in 280 convertible bonds with a nominal value of

0.0025 million euro became due upon the payment of

the first tranche under Part B pursuant to the addendum

and is recorded as financial expense in the consolidated

statement of profit and loss given these are considered as

transactions costs. The corresponding liability is measured

2. The conversion price may be adjusted from time to

at fair value through profit and loss. Upon conversion the

time upon the occurrence of corporate actions, such

financial liability measured at fair value at the date of con-

as merger, demerger, stock splits or reverse stock split,

version, will be reclassified to shareholders equity.

in accordance with the adjustment policy set out in the

Euronext Corporate Action Policy

Kreos Capital / Pontifax Ventures

3. In the event that, between the issue date of the Kreos

Bonds and the date falling twelve months after the

On November 21, 2021, Oxurion (the Company or the

Loan Facility (i.e. 22 November 2022, the Company

Issuer) entered into the Loan Facility whereby Kreos

issued any shares in the context of an equity financing

Capital VI Limited together with Pontifax Medison

at an issue price per share which represents a

Finance L.P. (the Investors) as investors are willing to

discount of more than 20% to the VWAP (volume-

subscribe to convertible bonds with each a nominal value

weighted average price) over the thirty trading days

of 0.1 million euro, in an amount of 10.0 million euro.

period preceding the date of such issuance of shares,

The Investors are entitled to a transaction fee of 0.125

the Kreos Conversion Price shall be adjusted to 140%

million euro and an end of loan payment equal to 3.5%

of the average issue price of all shares issued by the

that shall accrue on the amount drawn under each tranche.

Company in the context of any equity financing since

The convertible bonds accrue interest in the amount of

the issue date of the Kreos Bonds (if lower than the

7.95% per year.

Kreos Conversion Price). As a result, the strike price

was reset at 0.28 euro per share.

The convertible bonds may be either:

On June 21, 2022, the Company, Kreos Capital VI

1. Converted in shares at the option of the Investors at

Limited and Pontifax Medison Finance L.P. executed an

any time.

amendment to the convertible bond facility, pursuant

2. Converted in shares at the option of the Issuer when

to which a repayment of 3.0 million euro (30%) of the

certain conditions are met.

principal amount (excluding capitalized interest) of the

3. Repaid based on the amortization schedule without

first tranche of 10.0 million euro was made. As part of the

extension.

amendment, it was agreed that the cash covenant would

4. Repaid based on the amortization schedule with

be reduced from 4.0 million euro to 3.0 million euro, the

extension.

repayment schedule was revised and the interest only

5. Prepaid when certain conditions are met.

period was extended to September 30, 2022. At the same

6. Paid in full in case of events of default or change in

time, Kreos/Pontifax agreed not exercise any rights they

control.

might have had to recover amounts owed to them under

the Loan Agreement provided that certain conditions are

The number of shares to be issued upon conversion shall

met, the fulfilment of which is uncertain.

be equal to the conversion amount divided by the applica-

ble conversion price:

The convertible bond described above meets the definition

of a financial liability given that the Company cannot avoid

1. The initial conversion price of the Bonds was equal to

delivering cash to the investors and the conversion price

2.90 euro.

is not fixed. The Company cannot avoid delivering cash as

they do not have control over the different scenarios. The

conversion price can also change upon certain scenario’s

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OXURION ANNUAL REPORT 2022

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OXURION ANNUAL REPORT 2022

as described above and as such the number of shares

being issued will vary based on the conversion price. The

convertible bond is also a derivative financial liability as the

conversion feature is an embedded derivative of the loan

host. The host and the derivative will not be separated.

The financial liability is measured at fair value through

profit or loss. In determining the fair value, the company

makes certain judgements on the valuation model to be

applied and the probability that certain scenarios will occur

or not in the future. The fair value of the convertible bonds

has been measured considering the following scenarios

that may impact the term of the bond:

1. No extension

2. With extension

3. Prepaid when certain conditions are met.

4. Paid in full in case of events of default or change in

control.

The initial fair value of the convertible loan equals the

amount of cash received which is 10.0 million euro as

per December 31, 2021. Subsequently the fair value is de-

termined as the probability weighted average of the fair

values of the different scenarios described above consid-

ering the pre-payment agreed on June 21, 2022. The fair

value of the scenarios has been determined by application

of the effective interest rate method and the Black-Scholes

model. The payment by the Company to Pontifax Medison

Finance L.P is paid in USD by converting the relevant due

amount in euro into the USD at a fixed exchange rate. For

Pontifax, the fair value of the convertible loan is deter-

mined based on the application of the effective interest

rate method considering the USD loan payment at the

spot rate at valuation date.

The above fair value measurement is a level 3 as a result

of the unobservable input for the probabilities. A reason-

able change of the probabilities between the different sce-

nario’s would not lead to a material change in the fair value.

The fair value as per December 31, 2022, is determined

at 5.984 million euro, taking into account the repayment

of 3 million euro, with changes in the fair value recorded

in profit and loss as fair value gains and losses on the con-

vertible loan. The fair value gain in the amount of 0.436

million euro as per December 31, 2022, are included in the

line item ‘Finance income’ in the consolidated statement of

profit and loss. No amounts have already been converted

into shares as per December 31, 2022.

Upon conversion, the financial liability measured at fair

value at date of conversion will be reclassified to share-

holders’ equity, being share capital and share premium and

other reserves for the fair value adjustment portion.

The Loan Facility is subject to a financial covenant whereby

the Group is required to maintain at all times a minimum

aggregate amount of cash in the bank of an amount equal

to the lower of 3 million euro and the principal amount

outstanding. The Group has complied with the financial

covenant at December 31, 202 2 .

5.7.12 Deferred taxes

Deferred tax assets have not been recognized in respect

of the items below because it is not probable that future

taxable profits will be available against which the Group

can utilize the loss carryforwards or deductible temporary

differences. The losses available for offsetting future

taxable income are mainly related to Belgium.

In '000 euro (as at 31 December) 2022 2021

Losses available for offsetting against

future taxable income

361,140 342,145

Deductible temporary differences 18,056 24,518

Taxable temporary differences 0 -46

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OXURION ANNUAL REPORT 2022

Total unused tax losses and other
deductible temporary differences not	379,196	366,617
recognized

No deferred tax liability is recognized on the unremitted

earnings of subsidiaries since no tax is expected to be

payable on them in the foreseeable future .

5.8 OTHER CLARIFICATION NOTES

TO THE STATEMENT OF

FINANCIAL POSITION

Subsidiaries and branches

NAME OF THE	PLACE OF			PRINCIPAL
SUBSIDIARY	INCORPORATION	2022	2021	ACTIVITY
	AND OPERATION
Thrombo- Genics, Inc.	US	100%	100%	Distributor
Oncurious	BE	100%	83.34%	Research
NV				(oncology)

At year-end 2021, out of a new total of 12,111 shares in the

share capital of Oncurious, Oxurion owned 10,093 shares

or 83.34%.

Due to a capital increase in Oncurious by VIB through a

contribution in kind of a receivable from VIB to Oncurious

for 86,299 euro, VIB’s non-controlling interest increased

with 0.5 million euro and the equity attributable to equity

holders of the company decreased with 0.5 million euro.

The effect of which is presented in the line item ‘trans-

actions with non-controlling interests’ in the statement of

changes in equity.

In the line item ‘transactions with non-controlling interests’

presented in the statement of changes in equity, the

effect of the transfer between equity attributable to equity

holders of the company and the non-controlling interest

is presented resulting from the exercise of the call option

by VIB leading to the transfer of 680 shares in the share

capital of Oncurious from Oxurion to VIB. We refer to note

5.8 under the heading Flanders Institute for Biotechnology

for more information on the exercise of the call options

which were granted by Oxurion to VIB.

On December 14, 2022, Oxurion purchased 2,018 shares

from VIB for 1 euro. As of this date, the ownership of the

shares transferred and Oxurion owned 12,111 shares or

100% .

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OXURION ANNUAL REPORT 2022

Key Agreements, Commitments and Contingent

Liabilities

In addition to the convertible loan agreements described

in the preceding section, the Group has a number of other

material agreements with third parties.

Please find below an overview of Oxurion’s material agree-

ments. An agreement is considered as “material” when the

contractual commitments reach over 1 million euro, or in

case of a new agreement, when such an impact is expected

in the twelve-month period after the reporting date.

Note that certain agreements may include sharing of R&D

costs and/or sharing of revenue. Although these agreements

may include the establishment of a joint committee which

monitors the joint activities, these arrangements are out of

the scope of IFRS 11 “Joint Arrangements”, as the Company

has concluded that no joint control exists. The main indica-

tors found in the multiple arrangements that resulted in the

conclusion that Oxurion has control over the operations and

relevant activities and therefore is the decision-making party

in the agreements are as follows:

• Oxurion has sole and exclusive decision-making

authority on the development activities, including but

not limited to the development plan.

• Oxurion bears the costs and expenses for all activities

under the development plan.

• Oxurion is responsible for preparing, filing and main-

taining regulatory approvals.

• Oxurion has the sole responsibility and decision-mak-

ing authority for manufacturing and commercialization.

• Oxurion shall be the sole and exclusive owner of all

intellectual property in most agreements .

Research and Development Agreements

Bicycle Therapeutics

In August 2013, Oxurion entered into a research collabora-

tion and license agreement with Bicycle Therapeutics (the

“Bicycle Collaboration Agreement”). Under this agreement,

Bicycle is responsible for identifying Bicycle-peptides related

to the collaboration target, human plasma kallikrein, for use

in various indications. Oxurion is responsible for further de-

velopment and product commercialization after the defined

research screening is performed by Bicycle.

The collaboration includes two stages. During Stage 1, which

has been completed, Bicycle was obligated to perform

specific research activities in accordance with the research

plan focused on screening the target using the Bicycle

platform to identify compounds that meet the criteria set

by the parties. During Stage 2, which is ongoing, Oxurion has

continued research activities on selected Bicycle-peptides

with the goal of identifying compounds for further develop-

ment and commercialization. THR-149 has been selected as

a development compound under the Bicycle Collaboration

Agreement.

Bicycle granted certain worldwide intellectual property rights

to Oxurion for the development, manufacture and commer-

cialization of licensed compounds associated with plasma

kallikrein.

The Bicycle Collaboration Agreement provided an upfront

payment of 1.0 million euro and potential additional research

and development funding, at an agreed upon FTE rate,

should the research effort require more than one FTE, or the

research plan be amended or extended by Oxurion .

Oxurion is also required to make certain milestone payments

Based on IAS 38 “Intangible assets”, Oxurion has not

to Bicycle upon the achievement of specified research, de-

acquired a separate intangible asset that meets the defini-

velopment, regulatory and commercial milestones of up to

tion of IAS 38, and therefore these expenses are recorded

21 million euro (e.g., 3 million euro related to the first Phase

under R&D expenses. So far, the following upfront and

3 trial if the Company decides to do one, and 5 million euro

milestones payments to Bicycle were recognized: 1.0 million

when the first regulatory approval in either the United States

euro in 2013, 0.750 million euro in 2017, 1.0 million euro in

or the European Union is granted for the first indication).

2018 and 2.0 million in 2020. These were all expensed as

R&D costs.

Under the terms of the Bicycle Collaboration Agreement,

to date Oxurion has paid milestones of approximately 5

Galapagos

million euro. In addition, to the extent any of the collabora-

tion products covered by the licenses granted to Oxurion

Oxurion has entered into the Galapagos License, which is a

are commercialized, Bicycle would be entitled to receive

global and exclusive in-licensing agreement with Galapagos

tiered royalty payments of mid-single digits based on a

to develop and commercialize integrin antagonists for the

percentage of net sales. Royalty payments are subject to

treatment of diabetic eye disease. The company’s THR-687

certain reductions. Also, if Oxurion grants a sublicense to

asset for which development has been paused is a result of

a third party for rights to the program for non-ophthalmic

this agreement. Oxurion has obtained the exclusive rights for

use, Bicycle would be entitled to receive tiered payments

the clinical development, manufacturing and commercial-

of mid-single digits to low-double digits (no higher than first

ization under this agreement, while Galapagos is entitled to

quartile) based on a percentage of non-royalty sublicensing

receive a non-refundable upfront fee for technology access,

income. In line with IFRS principles, no provisions have been

development milestone payments of up to 12.5 million

made in the Company’s books for these payments.

euro (e.g., 1.5 million euro related to the first Phase 3 if the

Company decides to do one, and 5 million euro when the

In November 2017, the parties entered into an amendment

first regulatory approval in either the United States or the

to the Bicycle collaboration agreement. This amendment

European Union is granted for the first indication).

provides for additional research services to be performed

by Bicycle related to the identification of additional Bicycle

In addition, to the extent any of the collaboration products

peptides binding to the target for Oxurion, in its discretion, to

covered by the licenses granted to Oxurion are commercial-

select as development compounds. Bicycle was obligated to

ized, Galapagos would be entitled to receive certain sales-

perform the work in accordance with an amended research

based milestone payments and tiered royalty payments of

plan under Stage 1 of the collaboration and was funded at a

mid-single digits based on a percentage of net sales, except

specified FTE rate, plus any direct out of pocket expenses, and

in the case of annual sales exceeding 500 million euro, in

Oxurion was responsible for Stage 2 research and any de-

which case the royalty is higher.

velopment after the selection of a development compound.

Bicycle has completed Stage 1 of the research plan. Additional

In September 2017, the parties entered into an amendment

milestones were added for the potential additional licensed

to the Galapagos License Agreement. According to this

compounds, consistent with those of the initial Bicycle

amendment, Oxurion has taken over the prosecution and

Collaboration Agreement. This does not impact THR-149.

maintenance of the licensed patents and consequently has

acquired all rights in the licensed patents with effective date

as of September 25, 2017. Oxurion will be entitled to deduct

its documented and reasonable costs for prosecution and

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OXURION ANNUAL REPORT 2022

maintenance for the licensed patents from the royalty due

and payable to Galapagos under the Galapagos License

Agreement. In line with IFRS principles, no provisions have

been made in the Company’s books for these payments.

Oxurion has paid to Galapagos an upfront fee of 1.0 million

euro in April 2016, upon Galapagos supplying to Oxurion

the licensed compounds, including THR-687, and all data

and manufacturing know-how related to the licensed

compounds, which was capitalized as an intangible asset

as it meets the conditions of a separately acquired intan-

gible asset under IAS 38, par. 25. Galapagos has no further

performance obligations for development services. Since

no commercialization was achieved and no profit was

generated, no amortization was recorded so far. Until now,

no other advance payments have been made to Galapagos.

In the first half of 2022, the Galapagos license was fully

impaired (1 million euro) given the announcement that

Oxurion has decided not to advance THR-687 to part B of

the INTEGRAL trial.

The future milestones must be assessed to determine if

they meet the capitalization criteria under IAS 38, once they

are paid. We refer to the accounting policy section on intan-

gible assets for more details.

Clinical Trial Agreement

Syneos Health

Syneos Health (“Syneos”) provides clinical research

services for the development of THR-149. Services are

billed on a project basis by way of work orders (“Work

Orders”) entered into based on a Master Services

Agreement (the “MSA”) for Clinical Research and Related

Services dated as of August 19, 2016.

The MSA obligates the parties to use commercially rea-

sonable efforts to progress the study in a timely manner

and to meet any timelines for study milestones and target

dates applying professional standards consistent with GCP

and in adherence to applicable laws and regulations.

The major study milestones and target dates are described

in the binding Work Orders that are entered into under the

MSA. Subject to mutually agreed change orders, the Work

Order constitutes a binding agreement, and the parties

are obligated to use commercially reasonable efforts to

comply with the timelines and budgets set in the Work

Orders, unless a change order is agreed.

The Work Order for THR-149 specifies the basic parame-

ters of the THR -149 study, including, without limitation, the

scope of work, study-specific assumptions, estimated time

period for completing services, estimated budget, payment

and currency schedules, resource allocation and/or, as ap-

plicable, other specific services to be performed by Syneos.

The budget contained in the THR-149 Work Order can be

changed by way of a change order if there are changes

in the scope of the work or the assumptions underlying

the Work Order, provided that the change order must be

agreed between the parties.

Syneos also provided services for the INTEGRAL study

of THR-687 in treatment naïve patients, which has been

terminated and is in the process of being wound down

pursuant to the terms of the Work Order for THR-687.

Based on IAS 38 “Intangible assets”, the costs paid to

Syneos Health are not made in order to acquire an asset,

or to increase economic benefits already embodied into an

asset. Rather, they are an outsourced R&D cost. Therefore,

such costs are expensed to the statement of profit and

loss as R&D expenses, as incurred. In case of prepayments,

an asset is recognized for such prepayment, and prepay-

ment is released to statement of profit and loss as costs

are incurred. In 2022 and 2021, 7.4 million euro and 6.5

million euro were paid respectively to Syneos Health and

For 2022, Oxurion paid 0.067 million euro (2021: 0.072

recognized as R&D expenses. At year-end 2022, a prepay-

million euro) for distribution costs, 0.204 million euro (2021:

ment in the amount of .2.3 million euro is recorded on the

0.225 million euro) for selling expenses and received

statement of profit and loss.

0.403 million euro (2021: 0.588 million euro) revenue for

the select number of markets served by Eumedica.

License, Development and Commercial Agreement

On March 12, 2020, Oxurion entered into an exclusive

Eumedica and Inceptua

license with Inceptua for the commercialization and

marketing of JETREA® outside of the US in certain transfer

In June 2018, Oxurion and Eumedica entered into an

countries. Transfer countries include all countries of the

exclusive commercial agreement, pursuant to which

European Union, Norway, Liechtenstein, Switzerland, the

Eumedica agreed to provide distribution services for

UK and Australia and sales may also be made in non-ap-

JETREA® (the “2018 Agreement”). Eumedica acts as an

proved countries on a named patient basis under respect

agent of Oxurion, as Oxurion takes primary responsibility

of applicable law. The parties further agreed that Oxurion

for product quality, inventory risk, and has discretion in es-

would withdraw the marketing authorizations in the US

tablishing the sales price. The arrangement has the char-

and Canada and would transfer the EMEA marketing au-

acteristics of a consignment where Eumedica does not

thorization to Inceptua. The license became effective on

have control of the product, and Oxurion can direct its use

September 15, 2020, when the EMEA market authoriza-

and ask for its return. Eumedica collects payments from

tion was transferred. Under the terms of the agreement,

end-customers for Oxurion. Eumedica charges a monthly

Inceptua purchases JETREA® from Oxurion in final product

distribution fee that covers the services provided including

form for a fixed amount per vial and pays Oxurion a market

customer service, shipment preparation, packaging,

rate royalty on sales based on quarterly royalty reports.

storage, labeling/repackaging, administration, destruction

& waste handling, etc.

As a result of its agreement with Inceptua, Oxurion entered

into a tripartite agreement with Eumedica and Inceptua

Under IFRS 15, Oxurion has only one performance obliga-

pursuant to which Eumedica provides certain packaging,

tion, which is to deliver the product to the end-customer.

labelling and storage services directly to Oxurion and

This performance obligation is satisfied when Eumedica

purchases the finished product from Oxurion and sells its

transfers (delivers) the product to the end-customer, as this

to Inceptua (the “Tripartite Agreement”). The Tripartite

is the moment when the customer obtains control over the

Agreement replaces the 2018 Agreement. Eumedica also

product. Therefore, revenue is recognized for the price of

provides certain services to Oxurion on behalf of Inceptua,

the product at the point in time when it is delivered by

including storage, customer services and delivery, which

Eumedica to the end-customer. While inventory is located

are re-charged to Inceptua.

at Eumedica, it is recognized as inventory of Oxurion due to

consignment terms. Eumedica fees are recognized partly

After a transition period which was completed in December

under distribution costs and partly under selling expenses,

2020, Oxurion’s obligations under the Tripartite Agreement

as they are charged on a monthly basis.

will be limited to supply of the JETREA® product to

Inceptua until 2023. All other activities related to JETREA®

will be transferred to Inceptua or will cease .

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OXURION ANNUAL REPORT 2022

Under IFRS 15, Oxurion’s only performance obligation

is to deliver final products to Inceptua. This obligation is

completed when Eumedica sells the products to Inceptua.

Oxurion therefore recognizes the revenue from the sale

of the goods when the assets are sold by Eumedica to

Inceptua. Royalties are recognised quarterly upon reception

of royalty report from Inceptua.

Oxurion received 0.153 million euro royalties (2021: 0.159

million euro) for the select number of markets served by

Inceptua.

Academic Agreements

The Company has concluded agreements with various

academic institutions that are interested in the study of

drug candidates, including the following:

Flanders Institute for Biotechnology

The Company has entered into several agreements

with the Vesalius Research Centre (formerly the Dept. of

Transgene Technology and Gene Therapy), a department

of VIB, relating to the preclinical characterization of two of

the programs under license with the Vesalius Research

Centre, i.e., Anti-PlGF and PlGF.

On December 12, 2017, Oncurious and VIB entered into

a research collaboration and license agreement on the

basis of which Oncurious acquired exclusive licenses on a

portfolio of five unique next generation immuno-oncology

assets, based on seminal work originating from the VIB-KU

Leuven labs of Massimiliano Mazzone and Gabriele

Bergers, and from the VIB-VUB lab of Jo Van Ginderachter.

In the context of the abovementioned research collabora-

tion and license agreement, VIB has been granted two call

options from Oxurion for an aggregate maximum of 1,230

shares in Oncurious, subject to the achievement of certain

milestones linked to the achievement of one or two proof

of concepts (call option agreement of December 12, 2017).

On October 22, 2021, Oncurious announced the achieve-

ment of a second preclinical proof of concept for its im-

muno-oncology program aimed at depleting regulatory T

cells (Tregs) by targeting C-C motif chemokine receptor

8 (CCR8). Consequently, at year end 2021, VIB is entitled

to execute its remaining call option of 550 shares. Post-

closing VIB indicated it is executing this remaining call

option in full.

As per June 30, 2021, the VIB IP license has been impaired,

compared with a net carrying amount of 1.127 million euro

in 2020.

During 2021, Oxurion has paid 0.211 million euro of

R&D costs respectively to VIB in relation to this research

program.

On September 28, 2022, Oncurious entered into an

agreement with VIB concerning the assignment of intellec-

tual property rights and know-how, and the termination of

certain licenses. The assignment concerns Oncurious’ C-C

motif chemokine receptor 8 (CCR8) program, as well as

other undisclosed assets. The assignment does not include

Oncurious’ TB-403 asset. The agreement was concluded

following the decision of Oncurious not to further invest in

the foreground technology of several discovery stage and

preclinical programs. In consideration of Oxurion’s contri-

butions towards the development of foreground technol-

ogy by Oncurious, prior to Oncurious’ abandonment and

assignment to VIB thereof, the parties agreed on a revenue

sharing agreement with Oxurion upon VIB’s valorization of

such foreground technology.

On December 14, 2022, Oxurion purchased 2,018 shares

in Oncurious from VIB for 1 euro .

Other Commitments

in three tranches to be called at Oxurion’s full discretion.

Similar to Part B of the funding program with Negma, the

Research and development commitments

liquidity requirement was eliminated, and the conversion

price of the shares was 80% of the lowest closing VWAP

At December 31, 2022, the Group had commitments

over the 15 consecutive trading days in advance of the

outstanding in the context of research and development

conversion notice.

agreements amounting to 11.0 million euro compared to

18.0 million euro in 2021, payable over the course of the

On March 1, 2023, the funding program with Negma

following twelve months to various research subcontrac-

ended according to the terms of the agreements.

tors, but primarily to Syneos.

On March 1, 2023, the Company entered into the Atlas

Contingent liability

Subscription Agreement for mandatory convertible

bonds with Atlas Special Opportunities, LLC providing

The expenses incurred in several of the Group’s research

for up to 20 million euro in financing. Under the terms

and development programs have been reimbursed by

of the Subscription Agreement, Atlas has committed to

VLAIO, formerly known as IWT, as a government grant.

subscribe to up to 20 million euro in mandatorily convert-

Contracts with VLAIO generally include a clause that

ible bonds over a 24-month period at Oxurion’s discretion.

defines the need for validation of the project results in

The conversion price is set at an eight percent discount

order for the grant to be effectively earned. Should this

to the average VWAP over the three lowest days in the

validation not occur, VLAIO has the right to reclaim the

ten consecutive trading days prior to the conversion notice.

funds previously granted. The Group considers this as a

The Company will pay a fee of 800,000 euro in bonds,

remote possibility. Please refer to the accounting policy

which will be issued together with the first tranche, raising

described in section 5.5.3 (G) and the rationale used in

the total amount of the available bonds to 20.8 million

order to recognize grant income over the course of the

euro. The funding will be provided in nine tranches, with

project. Total amounts received in 2021 with respect to

the first tranche including a Part A of 2.8 million euro

government grants from VLAIO amount to 0.228 million

(including the fee) and Part B of 2 million euro, and sub-

euro. No amounts were received in 2022.

sequent tranches of 2 million euro each with a cool-down

period of 22 trading days between tranches (except for

Related parties

between Part A and Part B of the first tranche where there

is no cool down period). Provided the conditions precedent

Other than members of the Board of Directors, no other

are met, the decision to issue one or more tranches is at

related parties have been identified.

the discretion of the Company. Certain of the conditions

precedents are not within the Company’s control, including

Subsequent events

that the Company’s total trading volume in the prior 22

trading days exceeds 1.5 million euro and that its average

On January 25, 2023, the Company has further amended

market capitalization exceeds 4 million euro (or 2 million

its mandatory convertible bonds issuance and sub-

euro for a 1 million euro tranche).

scription agreement with the Negma Group. Before the

amendment, Negma had subscribed to 11 million euro in

convertible bonds. Pursuant to the amendment, Negma

agreed to subscribe to up to 4 million euro (1,600 bonds)

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OXURION ANNUAL REPORT 2022

In addition, on March 1, 2023, Oxurion amended the terms

of its convertible bond loan agreement with Kreos Capital

and Pontifax Ventures, originally signed on November 22,

2021, (as already amended on June 30, 2022), to reduce

the Company’s debt by approximately 1 million euro by

making a prepayment in exchange for a corresponding

reduction in its cash covenant and other benefits.

On March 14, 2023, Oxurion announced that given their

other commitments, Dr. David Guyer and Dr. Adrienne

Graves decided to resign from the Company’s Board of

Directors and that Dr. Anat Loewenstein, Director of the

Department of Ophthalmology at Tel Aviv University, and

Nathalie Laarakker, Chief Financial Officer at Intravacc B.V.

in the Netherlands, have agreed to be co-opted as inde-

pendent directors. The co-optation is subject to ratification

by the Company’s Annual General Shareholders Meeting

on May 2, 2023.

Done on March 30, 2023,

On behalf of the Board of Directors

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6. STATUTORY AUDITOR’S REPORT

TO THE GENERAL SHAREHOLDERS’

MEETING ON THE CONSOLIDATED

ACCOUNTS FOR THE YEAR ENDED

31 DECEMBER 2022

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OXURION ANNUAL REPORT 2022

We present to you our statutory auditor’s report in the context of our statutory audit of

the consolidated accounts of Oxurion NV (the “Company”) and its subsidiaries (jointly

“the Group”). This report includes our report on the consolidated accounts, as well as

the other legal and regulatory requirements. This forms part of an integrated whole and

is indivisible.

We have been appointed as statutory auditor by the general meeting d.d. 3 May 2022,

following the proposal formulated by the board of directors and following the

recommendation by the audit committee. Our mandate will expire on the date of the

general meeting which will deliberate on the annual accounts for the year ended 31

December 2024. We have performed the statutory audit of the Group’s consolidated

accounts for 1 consecutive year.

REPORT ON THE CONSOLIDATED ACCOUNTS

Unqualified opinion

We have performed the statutory audit of the Group’s consolidated accounts, which comprise the consolidated statement

of financial position as at 31 December 2022, the consolidated statement of profit or loss, the consolidated statement of

changes in equity and the consolidated statement of cash flows for the year 31 December 2022 then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies and other explanatory information,

and which is characterised by a consolidated statement of financial position total of EUR ‘000 11.993 and a loss for the year

of EUR ‘000 31.693.

In our opinion, the consolidated accounts give a true and fair view of the Group’s net equity and consolidated financial position

as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended,

in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regu-

latory requirements applicable in Belgium.

Basis for unqualified opinion

Based on the above, the Board of Directors considers it may

be reasonable to expect that there will be sufficient cash to

We conducted our audit in accordance with International

continue its operations during the next twelve months, and

Standards on Auditing (ISAs) as applicable in Belgium.

therefore decided to continue its valuation rules under the

Furthermore, we have applied the International Standards

assumption of going concern. However, there is a material

on Auditing as approved by the IAASB which are applica-

uncertainty relating to going concern of the Group because

ble to the year-end and which are not yet approved at the

it is uncertain that the above-mentioned committed but

national level. Our responsibilities under those standards are

conditional funding will be available when needed given

further described in the “Statutory auditor’s responsibilities

the conditions related to the funding and because it is not

for the audit of the consolidated accounts” section of our

certain whether the Group will be able to timely obtain the

report. We have fulfilled our ethical responsibilities in accor-

necessary additional funding through debt, equity, or non-di-

dance with the ethical requirements that are relevant to our

lutive funding, partnering or to realize sufficient cost and

audit of the consolidated accounts in Belgium, including the

investment reductions.

requirements related to independence.

These events or conditions as set forth in Note 5.5.3.(B)

We have obtained from the board of directors and Company

indicate that a material uncertainty exists that may cast sig-

officials the explanations and information necessary for per-

nificant doubt on the Group’s ability to continue as a going

forming our audit.

concern. Our opinion is not modified in respect of this matter.

We believe that the audit evidence we have obtained is suf-

Key audit matters

ficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our profession-

Material Uncertainty Related to Going Concern

al judgment, were of most significance in our audit of the

consolidated accounts of the current period. These matters

We draw attention to Note 5.5.3 (B) in the consolidated

were addressed in the context of our audit of the consol-

accounts, which indicates that the Group’s cash balance at

idated accounts as a whole, and in forming our opinion

31 December 2022 is not sufficient to fund the Group’s op-

thereon, and we do not provide a separate opinion on these

erations during the next twelve months.

matters. In addition to the matter described in the “Material

Uncertainty Related to Going Concern” section, we have de-

Post-closing, the Group entered into a subscription agreement

termined the matters described below to be the key audit

for convertible bonds with Atlas Special Opportunities LLC.

matters to be communicated in our report.

This committed but conditional funding would be sufficient

to fund operations during the next twelve months from the

financial statements’ issue date. However, given the contin-

gent nature of this funding, the Group is actively exploring

the possibility of obtaining additional funding through debt,

equity or non-dilutive funding, including the licensing of

THR-149, or alternatively reducing its costs and investments

so that there should be sufficient cash to continue its opera-

tions during the next twelve months.

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OXURION ANNUAL REPORT 2022

127

OXURION ANNUAL REPORT 2022

Issuance and valuation of convertible bonds under

the Negma Group Ltd Issuance and Subscription

agreement – Note 5.7.11

Description of the Key Audit Matter

As described in Note 5.7.11 to the consolidated financial

statements, the Company entered into an agreement

whereby Negma Group Ltd. as investor can subscribe to up

to 12.000 mandatory convertible bonds (class A) with each

a nominal value of €2.500, in several tranches of minimum

200 and maximum 1.000 bonds for a total committed

amount up to €30 million.

On 2 September 2022, the parties amended the terms and

conditions of part of the above funding program (part B)

for an amount of up to €6 million of the total commitment

through issuance and subscription of up to 2.400 convert-

ible bonds (class B) through several tranches, to be called

by the issuer at its discretion over the period between 2

September 2022 up to 21 December 2022.

The initial fair value of the convertible loan equals an amount

of cash received in the amount of €9,650 million of which

€2,5 million was received in 2021 and €7,150 million was

received in 2022 (€5 million class A and €4,650 million

class B). A total of €1,350 million was already converted

into shares before 31 December 2021. During 2022 another

€9,025 million has been converted into shares before 31

December 2022, following the conversion of in aggregate

3.610 convertible bonds issued.

The Company evaluated and determined that the con-

vertible bonds described meet the definition of a derivative

financial liability and designated the entire instrument at fair

value through profit and loss. The outstanding convertible

loan has a nominal value of €0,5 million as per 31 December

2022 and the fair value is determined at €1,06 million with

changes in the fair value recorded in profit and loss as fair

value gains and losses on the convertible loan.

We identified the accounting and the valuation of the

issuance of the convertible bonds as a key audit matter.

Auditing the following elements involved especially chal-

lenging and complex auditor judgment with respect to (i) the

Company’s accounting assessment related to the financial

instrument and (ii) the calculation of the valuation related to

the financial liability.

How our Audit addressed the Key Audit Matter

• We have assessed the accuracy, existence and com-

pleteness of the financial liability as per 31 December

2022. This assessment included:

• Analysing and reading the convertible transaction,

issuance and subscription agreement to create an

understanding of the impact on the financial state-

ments and its disclosures.

• Inquiries of management and in-house legal

counsel.

• Recalculation of impacts through profit and loss

and equity.

• Tracing of corroborative evidence of the amounts

paid due to issuance of the convertible bonds and

to the amounts converted.

• Checking the classification of the liability in the

financial statements.

• We have utilised our internal IFRS accounting special-

ists’ knowledge and evaluated the appropriateness of

management’s application of accounting guidance

for complex financial instruments as adopted by the

Company in accordance with IFRS as adopted by the

European Union (“EU”).

• We have utilised our internal valuation specialists’

knowledge and evaluated the appropriateness of the

methodology and the reasonableness of assump-

tions used by the Company’s valuation of the financial

liability. A Monte Carlo approach was used to reflect

the Asian tail character of the option (conversion price

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OXURION ANNUAL REPORT 2022

is lowest VWAP of the last 15 days x 80%). The impact

of the volatility and interest rate was limited as the

options were deep in the money due to the evolution

of the share price.

• We have assessed the adequacy of the Company’s

disclosures in the notes of the Consolidated

Financial Statements.

Issuance and valuation of convertible bonds under

the Kreos Capital VI Ltd and Pontifax Medison

Finance LP loan facility agreement – Note 5.7.11

Description of the Key Audit Matter

As described in Note 5.7.11 to the consolidated financial

statements, the Company entered into an agreement

whereby Kreos Capital VI Ltd. together with Pontifax Medison

Finance L.P. as investors can subscribe to convertible bonds

with each a nominal value of €0,1 million, in two tranches of

each €10 million for a total committed amount up to €20

million. The convertible bonds accrue interest in the amount

of 7.95% per year.

The initial fair value of the convertible loan equals to an

amount of cash received which is €10 million as per 31

December 2021. The Company evaluated and determined

that the convertible bonds described meets the definition

of a derivative financial liability and designated the entire

instrument at fair value through profit and loss.

Subsequently the fair value is determined as the probability

weighted average of the fair values of different scenarios

considering the pre-payment agreed on 21 June 2022.

The fair value as per 31 December 2022, is determined

at €5,984 million, taking into account the repayment of

€3,6 million (consisting of €3 million early repayment and

€0,605 million repayment following the payment schedule),

with changes in the fair value recorded in profit and loss as

fair value gains and losses on the convertible loan.

We identified the accounting and the valuation of the

issuance of the convertible bonds as a key audit matter.

Auditing the following elements involved especially chal-

lenging and complex auditor judgment with respect to (i) the

Company’s accounting assessment related to the financial

instrument and (ii) the calculation of the valuation related to

the financial liability.

How our Audit addressed the Key Audit Matter

• We have assessed the accuracy, existence and com-

pleteness of the financial liability as per 31 December

2022. This assessment included:

• Analysing and reading the convertible transaction,

issuance and subscription agreement to create an

understanding of the impact on the financial state-

ments and its disclosures.

• Inquiries of management and in-house legal

counsel.

• Recalculation of impacts through profit and loss

and equity.

• Tracing of corroborative evidence of the amounts

repaid.

• Checking the classification of the liability in the

financial statements.

• We have utilized our internal IFRS accounting special-

ists’ knowledge and evaluated the appropriateness of

management’s application of accounting guidance

for complex financial instruments as adopted by the

Company in accordance with IFRS as adopted by the

European Union (“EU”).

• We have utilized our internal valuation specialists’

knowledge and evaluated the appropriateness of the

methodology and the reasonableness of assump-

tions used by the Company’s valuation of the financial

liability. A standard option valuation model was used to

estimate the value of the conversion option at the date

of issuance of the bond and at the end of the year. The

key market parameters for this valuation were the level

of the share price, the volatility of the underlying option

and the level of interest rate.

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OXURION ANNUAL REPORT 2022

• We have assessed the adequacy of the Company’s

disclosures in the notes of the Consolidated Financial

Statements.

Responsibilities of the board of directors for the

preparation of the consolidated accounts

The board of directors is responsible for the preparation of

consolidated accounts that give a true and fair view in ac-

cordance with International Financial Reporting Standards

as adopted by the European Union and with the legal and

regulatory requirements applicable in Belgium, and for

such internal control as the board of directors determine

is necessary to enable the preparation of consolidated

accounts that are free from material misstatement, whether

due to fraud or error.

In preparing the consolidated accounts, the board of directors

is responsible for assessing the Group’s ability to continue as

a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of

accounting unless the board of directors either intend to

liquidate the Group or to cease operations, or has no realistic

alternative but to do so.

Statutory auditor’s responsibilities for the audit of the

consolidated accounts

Our objectives are to obtain reasonable assurance about

whether the consolidated accounts as a whole are free

from material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is

not a guarantee that an audit conducted in accordance with

ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these consolidated

accounts.

In performing our audit, we comply with the legal, regulatory

and normative framework applicable to the audit of the con-

solidated accounts in Belgium. A statutory audit does not

provide any assurance as to the Group’s future viability nor

as to the efficiency or effectiveness of the board of directors’

current or future business management at Group level. Our

responsibilities in respect of the use of the going concern

basis of accounting by the board of directors are described

below.

As part of an audit in accordance with ISAs, we exercise

professional judgment and maintain professional skepticism

throughout the audit. We also:

• Identify and assess the risks of material misstatement

of the consolidated accounts, whether due to fraud or

error, design and perform audit procedures responsive

to those risks, and obtain audit evidence that is suffi-

cient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, in-

tentional omissions, misrepresentations, or the override

of internal control;

• Obtain an understanding of internal control relevant

to the audit in order to design audit procedures that

are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness

of the Group’s internal control;

• Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates

and related disclosures made by the board of directors;

• Conclude on the appropriateness of the board of

directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or condi-

tions that may cast significant doubt on the Group’s

ability to continue as a going concern. If we conclude

that a material uncertainty exists, we are required to

draw attention in our statutory auditor’s report to the

related disclosures in the consolidated accounts or, if

such disclosures are inadequate, to modify our opinion.

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OXURION ANNUAL REPORT 2022

Our conclusions are based on the audit evidence

obtained up to the date of our statutory auditor’s report.

However, future events or conditions may cause the

Group to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content

of the consolidated accounts, including the disclosures,

and whether the consolidated accounts represent the

underlying transactions and events in a manner that

achieves fair presentation;

• Obtain sufficient and appropriate audit evidence

regarding the financial information of the entities or

business activities within the Group to express an

opinion on the consolidated financial statements. We

are responsible for the direction, supervision and per-

formance of the Group audit. We remain solely respon-

sible for our audit opinion.

We communicate with the board of directors and with

the audit committee regarding, among other matters, the

planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal

control that we identify during our audit.

We also provide the board of directors and with the audit

committee with a statement that we have complied with

relevant ethical requirements regarding independence,

and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our in-

dependence, and where applicable, related safeguards.

From the matters communicated with the board of directors

and with the audit committee, we determine those matters

that were of most significance in the audit of the consoli-

dated accounts of the current period and are therefore the

key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure

about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation

and the content of the directors’ report on the consolidated

accounts, and the other information included in the annual

report on the consolidated accounts.

Statutory auditor’s responsibilities

In the context of our engagement and in accordance

with the Belgian standard which is complementary to the

International Standards on Auditing (ISAs) as applicable in

Belgium, our responsibility is to verify, in all material respects,

the directors’ report on the consolidated accounts, and the

other information included in the annual report on the con-

solidated accounts and to report on these matters.

Aspects related to the directors’ report on the

consolidated accounts and to the other information

included in the annual report on the consolidated

accounts

In our opinion, after having performed specific procedures in

relation to the directors’ report on the consolidated accounts,

this directors’ report is consistent with the consolidated

accounts for the year under audit and is prepared in accor-

dance with article 3:32 of the Companies’ and Associations’

Code.

In the context of our audit of the consolidated accounts, we

are also responsible for considering, in particular based on

the knowledge acquired resulting from the audit, whether the

directors’ report on the consolidated accounts and the other

information included in the annual report on the consolidat-

ed accounts is materially misstated or contains information

which is inadequately disclosed or otherwise misleading. In

light of the procedures we have performed, there are no

material misstatements we have to report to you.

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OXURION ANNUAL REPORT 2022

Statement related to independence

• Our registered audit firm and our network did not

provide services which are incompatible with the

statutory audit of the consolidated accounts, and our

registered audit firm remained independent of the

Group in the course of our mandate.

• The fees for additional services which are compatible

with the statutory audit of the consolidated accounts

referred to in article 3:65 of the Companies’ and

Associations’ Code are correctly disclosed and itemized

in the notes to the consolidated accounts.

European Uniform Electronic Format (ESEF)

We have also verified, in accordance with the draft standard

on the verification of the compliance of the financial state-

ments with the European Uniform Electronic Format (here-

inafter “ESEF”), the compliance of the ESEF format with the

regulatory technical standards established by the European

Delegate Regulation No. 2019/815 of 17 December 2018

(hereinafter: “Delegated Regulation”).

The board of directors is responsible for the preparation, in

accordance with ESEF requirements, of the consolidated

financial statements in the form of an electronic file in ESEF

format (hereinafter “digital consolidated financial state-

ments”) included in the annual financial report.

Our responsibility is to obtain sufficient appropriate evidence

to conclude that the format and marking language of the

digital consolidated financial statements complies in all

material respects with the ESEF requirements under the

Delegated Regulation.

Based on the work we have performed, we believe that the

format of and marking of information in the digital consoli-

dated financial statements included in the annual financial

report of Oxurion NV per 31December 2022 complies in

all material respects with the ESEF requirements under the

Delegated Regulation.

Other statements

This report is consistent with the additional report to the

audit committee referred to in article 11 of the Regulation

(EU) N° 537/2014.

Diegem, 31 March 2023

The statutory auditor

PwC Reviseurs d’Entreprises SRL / PwC Bedrijfsrevisoren BV

Represented by

Didier Delanoye

Réviseur d’Entreprises / Bedrijfsrevisor

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OXURION ANNUAL REPORT 2022

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OXURION ANNUAL REPORT 2022

7. ABBREVIATED STATUTORY FINANCIAL

STATEMENTS

The financial statements of Oxurion are presented in an

abbreviated form.

The The Annual Report, the financial statements and the

opinion of the Statutory Auditor are filed at the National

Bank of Belgium in accordance with Articles 3:10 and 3:12

of the BCCA.

The full version of the statutory financial statements and

the reports are available free of charge for the public in

English and Dutch upon request to:

Oxurion NV

to the attention of Michaël DILLEN

Gaston Geenslaan 1

B-3001 Leuven

Belgium

Tel: +32 16 75 13 10

Fax: +32 16 75 13 11

e-mail: IR@oxurion.com

There is also an electronic version of the full statutory

Annual Report and the reports which can be obtained

via Oxurion’s website (www.oxurion.com). The statutory

financial statements as filed with the National Bank of

Belgium are based upon Belgian GAAP. An unqualified

audit opinion was issued by the Statutory Auditor.

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OXURION ANNUAL REPORT 2022

7.1 BALANCE SHEET OF OXURION NV

IN '000 EURO (AS AT 31 DECEMBER) 2022 2021

ASSETS

Fixed Assets 338 2,084

Intangible fixed assets 0 1,000

Tangible fixed assets 98 118

Financial fixed assets 240 966

Current assets 8,107 14,666

Amounts receivable after more than

one year

3,473 3,647

Inventories and work in progress 5 60

Amounts receivable within one year 927 1,142

Current investments 95 242

Cash and banks 3,307 9,426

Deferred charges and accrued income 300 149

TOTAL ASSETS 8,445 16,750

LIABILITIES

Equity -6,418 -1,389

Capital 75,856 56,442

Share premium account 250 234

Reserves 5,533 5,333

Accumulated profits (losses) -88,057 -63,597

Amounts payable 14,863 18,139

Amounts payable after more than one

year

3,576 8,412

Amounts payable within one year 10,686 9,283

Accrued charges and deferred income 601 444

TOTAL LIABILITIES 8,445 16,750

7. 2 INCOME STATEMENT OF

OXURION NV

IN '000 EURO (FOR THE YEAR ENDED

31 DECEMBER)

2022 2021

Operating income and charges

Gross margin 1,454 6,069

Remuneration, social security costs and

pensions

-4,851 -7,376

Depreciation of and amounts written off

formation expenses, intangible and tangible

fixed assets

-17,919 -23,744

Amounts written down stock, contracts in

progress and trade debtors - Appropriations

(write-backs)

-35 -283

Other operating charges -415 -431

Non-recurring operating charges / operating

income

-1,780 -10,991

Operating profit (loss) -23,546 -36,756

Financial income 233 138

Financial charges -1,746 -875

Profit (loss) for the period before taxes -25,059 -37,493

Income taxes 599 799

Profit (loss) for the period -24,460 -36,694

Profit (loss) for the period available for

appropriation

-24,460 -36,694

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OXURION ANNUAL REPORT 2022

7.3 APPROPRIATION ACCOUNT OF

OXURION NV

IN '000 EURO (FOR THE YEAR ENDED AT

31 DECEMBER)

2022 2021

Profit (loss) to be appropriated -88,057 -63,597

Gain (loss) to be appropriated -24,460 -36,694

Profit (loss) to be carried forward -63,597 -26,903

Transfers from capital and reserves 0 0

from capital and share premium

account

0 0

from reserves 0 0

Profit (loss) to be carried forward -88,057 -63,597

7.4 KEY VALUATION PRINCIPLES

INTANGIBLE ASSETS

Internally generated intangible assets

Research costs are charged to the income statement as

incurred.

An internally generated intangible fixed asset (see note

5.7.3) which arises from development activities undertak-

en in the Group is recognized only if all of the following

conditions are met:

• Technical possibility of making the intangible asset

ready for use.

• Intention is to complete the intangible asset and use

or sell it.

• Possibility of using or selling the intangible asset.

• Probability that the intangible asset will generate future

economic benefit or demonstrate the existence of a

market.

• Availability of adequate technical, sufficient financial

resources to complete the development; and

• Availability to reliably measure the attributed expenses

for this intangible asset during development.

Patent costs for protecting intangible assets are recognized

as an expense.

After their initial recording on the balance sheet, intangible

assets are valued at cost less accumulated depreciation

and accumulated impairment losses. Depreciation of cap-

italized development costs are recognized in the income

statement under ‘Research and Development Expenses’.

The capitalized costs are amortized over the life of a patent

as of the moment that it will generate revenue.

Where the criteria for capitalization of the research and

development expenses are not met, these expenses are

recorded as incurred during the period.

Oxurion has capitalized ocriplasmin clinical trial costs since

Depreciation is calculated using the straight-line method to

2008 due to the fact that this project was at that moment

allocate the cost of property, plant and equipment to their

in Phase 3 and future commercialization was estimated

estimated residual values over their estimated useful lives

to be highly probable. The intangible assets consist of

as follows:

external trial and production costs with subcontractors and

internal development costs regarding all projects in Phase

• Property, plant and equipment: 3 to 5 years

3. An impairment test determined that the value of these

• Furniture and fittings: 3 to 5 years

assets was no longer justified and as a consequence these

assets were written off on June 30, 2019.

The depreciation and amortization methods, useful life and

residual value are re-valued on each reporting date.

Intangible assets purchased

Subsequent costs

Computer software licenses acquired are capitalized on

the basis of the costs incurred to acquire and bring to use

The cost of replacing part of an item of property, plant

the specific software. These costs are amortized over their

and equipment is recognized in the carrying amount of

estimated useful life which is typically considered to be

the item if it is probable that the future economic benefits

three years.

embodied within the part will flow to the Group and its

cost can be measured reliably. The carrying amount of the

Knowledge acquired in the form of licenses is recorded

replaced part is derecognized. The costs of the day-to-day

at cost less accumulated amortization and impairment.

servicing of property, plant and equipment are expensed

These amounts are amortized on a straight-line basis over

as incurred.

their estimated useful life, which is the period over which

the Group expects to receive economic benefits from such

INVENTORIES

licenses.

Raw and ancillary materials and commodities are stated

TANGIBLE ASSETS

at the lower of cost or net realizable value. The inventory

costing system is based on the FIFO-method.

Property, plant, and equipment are included at the histori-

cal cost (material costs only) less accumulated deprecia-

Goods in process and finished goods are stated at the

tion. Subsequent costs are included in the carrying amount

standard manufacturing cost or net realizable value. The

for the asset or booked as a separate asset as appropriate,

inventory costing system is based on the FIFO-method.

but only when it is probable that future economic benefits

associated with the item will be generated for the Group

Net realizable value test is performed each reporting

and the cost price of the item can be measured reliably.

period. Net realizable value is the estimated selling price

All other repair and maintenance costs are charged to the

in the ordinary course of business less the estimated costs

income statement as incurred. The cost of assets retired or

of completion and the estimated costs necessary to make

otherwise disposed of and the related accumulated depre-

the sale.

ciation are included in the income statement as part of the

gain or loss on disposal in the year of disposal. Gains and

losses on disposal of property, plant and equipment are

included in other income or expense.

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OXURION ANNUAL REPORT 2022

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OXURION ANNUAL REPORT 2022

The standard manufacturing price of the goods in process

and of the finished goods, includes (i) the acquisition value

of the raw materials, consumables and ancillary materials,

(ii) the production costs which are directly attributable

to the product, and (iii) the proportioned part of the pro-

duction costs which are only indirectly attributable to the

product, in so far that these costs cover the normal pro-

duction period.

The standard manufacturing price is compared to the

actual manufacturing price on an annual basis. The differ-

ence results in an adjustment of the value of the inventory.

TRADE RECEIVABLES

When initially recognized, trade receivables are measured

at fair value, and are subsequently measured at amortized

cost using the effective interest rate method. Appropriate

allowances for estimated irrecoverable amounts are

included in the income statement when there is objective

evidence that the asset is impaired. Allowance for bad

debts are booked on the basis of an estimate of lifetime

credit losses at each reporting date, taking into account

the payment history of the other party. An allowance for

impairment of trade and other receivables is established

when there is objective evidence that the Company will

not be able to collect all amounts due according to the

original terms of the receivables. Impairment losses are

generally recorded on receivables in the event of insolven-

cy or similar proceedings being launched, financial restruc-

turing at business partners, or the initiation of enforcement

measures. Payment history and past-due receivables are

also analyzed, with customer-specific facts assessed in

each case.

INVESTMENTS

The investments are held as available for sale and annual

closing date stated at market value. The fair value adjust-

ment is included in other reserves until the investment is

derecognized or has been impaired. The impairment is

included in the income statement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise demand deposits

and other short-term, highly liquid investments (with less

than three months to maturity) that are readily convertible

into a known amount of cash and are subject to an insig-

nificant risk of fluctuations in value.

FINANCIAL LIABILITIES AND EQUITY

Financial liabilities and equity instruments issued by the

Group are classified according to the substance of the con-

tractual arrangements entered into and the definitions of a

financial liability and an equity instrument. An equity instru-

ment is any contract that evidences a residual interest in

the assets of the Group after deducting all its liabilities. The

accounting policies adopted for specific financial liabilities

and equity instruments are set out below.

TRADE PAYABLES

Trade payables are initially measured at fair value, and

are subsequently measured at amortized cost, using the

effective interest rate method.

CONVERTIBLE LOANS

The convertible loans are - in line with the CBN advice

2019/07 of July 3, 2019 - valued at issue value. The costs

associated with the issuance of these loans are recognized

in the income statement.

The Company currently has 2 convertible loans:

• Repaid based on the amortization schedule with

extension.

• Negma Group Ltd.

• Prepaid when certain conditions are met.

• Paid in full in case of events of default or change in

On August 26, 2021, Oxurion (the Company or the Issuer)

control.

entered into an agreement whereby Negma as investor

is willing to subscribe to, up to 12,000 zero coupon au-

For the classification as of December 31, 2022, the amor-

tomatically convertible bonds with each a nominal value

tization schedule without extension has been taken into

of 2,500 euro, in several tranches of minimum 200 and

account to divide the loan into “Amounts payable after

maximum 1,000 bonds for a total committed amount up

more than one year” and “Amounts payable within one

to 30 million euro. The Company as issuer controls the

year”.

timing and amount of the tranche calls.

As of December 31, 2022, the Company has received 10

Since the term of the convertible loan is less than twelve

million euro and has repaid 3.385 million euro.

months, it is included in “Amounts payable within one year”.

TAX CREDIT RECEIVABLES AFTER MORE THAN ONE

As of December 31, 2022, the Company has received

YEAR

9.650 million euro of which a total of 9.150 million euro

has already been converted into shares.

As from 2018, based on the CBN opinion 2018/02

published on March 21, 2018, the tax credit to be received

• Kreos Capital / Pontifax Ventures

within one year is recorded under taxes and withhold-

ing taxes to be recovered (#412). To the extent that the

On November 21, 2021, Oxurion (the Company or the

repayment is estimated to occur only after more than one

Issuer) entered into the Loan Facility whereby Kreos

year, this receivable is recorded as other receivables after

Capital VI Limited together with Pontifax Medison Finance

more than one year (#291).

L.P. (the Investors) as investors are willing to subscribe to

convertible bonds with each a nominal value of 0.1 million

euro, in an amount of 10.0 million euro. The Investors are

entitled to a transaction fee of 0.125 million euro and an

end of loan payment equal to 3.5% that shall accrue on

the amount drawn under each tranche. The convertible

bonds accrue interest in the amount of 7.95% per year.

The convertible bonds may be either:

• Converted in shares at the option of the Investors at

any time.

• Converted in shares at the option of the Issuer when

certain conditions are met.

• Repaid based on the amortization schedule without

extension.

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8. GLOSSARY

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Atlas Atlas Special Opportunities, LLC

AGM Annual General Shareholders’ Meeting

Annual Report Has the meaning given to it in Section 1.1.

Anti-VEGF Anti-vascular endothelial growth factor

Articles of Association The Company’s coordinated articles of association

Atlas Funding Program Funding program pursuant to the Atlas Subscription Agreement according to which Atlas has

committed to subscribe to up to 20 million euro in the Company’s equity through mandatory

convertible bonds.

Atlas Subscription

Agreement

Subscription Agreement entered into on March 1, 2023, between Oxurion and Atlas Special

Opportunities, LLC (“Atlas”), providing for up to 20 million euro in financing through mandatory

convertible bonds

Audit Committee Has the meaning given to it in Section 3.6.8.

BCCA The Belgian Code of Companies and Associations of March 23, 2019 (as amended from time

to time)

Bicycle Collaboration

Agreement

Collaboration agreement entered into between Oxurion and Bicycle Therapeutics in August

2013

Board of Directors Has the meaning given to it in Section 1.1.

CEO Chief Executive Officer

CFO Chief Financial Officer

cGMP Good Clinical Manufacturing

Clinical Asset Means THR-149

Code of Business

Conduct

Has the meaning given to it in Section 4.3.2.

Company Oxurion NV, having its registered office at Gaston Geenslaan 1, 3001 Leuven, registered in the

Corporate Governance

Charter

Oxurion’s Corporate Governance Charter

Corporate Governance

Code

The 2020 Belgian Code on Corporate Governance

CROs Clinical Research Organizations

DBO Defined Benefit Obligation

DME Diabetic Macular Edema

DR Diabetic Retinopathy

ECLs Expected credit losses

EGM Extraordinary general shareholders’ meeting

EIR Effective interest rate

EMA European Medicines Agency

ERP Enterprise resource planning

EU European Union

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Executives Members of the Executive Committee

Executive Committee Has the meaning given to it in Section 3.5.7.2.

FDA US Food and Drug Administration

FSMA Financial Services and Markets Authority (Belgium)

Galapagos License

Agreement or the

Galapagos License

Global and exclusive in-licensing agreement entered into between Oxurion and Galapagos NV

GCP Good Clinical Practice

GLP Good Laboratory Practice

GDPR General Data Protection Regulation

Group Has the meaning given to it in Section 3.2.3.

Half Year Report The (unaudited) interim financial report of the Company on the half-year results as at 30 June

2022

IAS International Accounting Standard

IASB International Accounting Standards Board

IFRS International Financial Reporting Standards

IFRS IC IFRS Interpretations Committee

Inceptua Has the meaning given to it in Section 3.2.3.

INTEGRAL trial Has the meaning given to it in Section 3.2.5.

IP Intellectual Property

Issue Date The date of issuance of this Annual Report

IT Information Technology

IVT Intravitreal

IWT Agency for Innovation by Science and Technology in Flanders

JETREA® Has the meaning given to it in Section 3.2.3.

KALAHARI trial Has the meaning given to it in Section 3.2.5.

Kreos Kreos Capital VI (UK) Limited

KU Leuven Catholic University of Leuven

Liquidity Condition Has the meaning given to it in Section 3.5.1.1

Lenders Pontifax and Kreos, collectively

Loan Facility Has the meaning given to it in Section 3.5.8.3.

Market Abuse

Regulation

Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014,

on Market Abuse

Market Capitalization

Condition

Has the meaning given to it in Section 3.5.1.1

Minimum Cash

Covenant

Has the meaning given to it in Section 3.5.1.1

MBA Master of Business Administration

ME-RVO Retinal Vein Occlusion

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MSA Has the meaning given to it in Section 5.8.

Negma Negma Group Ltd.

Negma Funding

Program

Funding program as set out in the issuance and subscription agreement entered into by the

Company with the Negma Group Ltd. on 26 August 2021, as amended

NGO Non-Governmental Organization

Nomination and

Remuneration

Committee

Has the meaning given to it in Section 4.3.1.

NV Public limited liability company (in Dutch: Naamloze Vennootschap)

OCI Other Comprehensive Income

Oncurious Oncurious NV, having its registered office at Gaston Geenslaan 1, 3001 Leuven, registered in the

Ophthalmology The branch of medicine that deals with the diagnosis, prevention, and treatment of disorders of

the eye

Oxurion Oxurion NV, having its registered office at Gaston Geenslaan 1, 3001 Leuven, registered in the

PKal-Kinin Plasma kallikrein kinin

Policy Has the meaning given to it in Section 4.9.

Pontifax Cayman Pontifax Medison Finance (Cayman) L.P.

Pontifax Israel Pontifax Medison Finance (Israel) L.P.

Pontifax Pontifax Israel and Pontifax Cayman, collectively.

Receiving Parties Has the meaning given to it in Section 3.5.6.2.

Regulator(s) FDA, EMA and other similar regulatory agencies

Remuneration Policy Oxurion’s remuneration policy, as adopted in 2021

R&D Research and Development

SPPI Solely payments of principal and interest

Statutory Auditor PricewaterhouseCoopers Bedrijfsrevisoren BV, a limited liability company incorporated under

Belgian law, having its registered office at Culliganlaan 5, 1J, 1831 Diegem, represented by Didier

Delanoye, auditor

Subscription Rights

Plan 2021-1

Has the meaning given to it in Section 4.9.2.1 (C).

Subscription Rights

Plan 2021-2

Has the meaning given to it in Section 4.9.2.1 (C).

Subscription Rights

Plan 2021-3

Has the meaning given to it in Section 4.9.2.1 (C).

Subscription Plans

2021

Means the Subscription Rights Plan 2021-1, 2021-2 and 2021-3 collectively

Syneos Has the meaning given to it in Section 5.8

Thromb-X Has the meaning given to it in Section 3.2.3.

ThromboGenics Inc. Has the meaning given to it in Section 3.2.3.

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Trials The KALAHARI trial and the INTEGRAL trial

Tripartite Agreement Has the meaning given to it in Section 5.8.

UC Louvain Université Catholique de Louvain

US United States of America

VEGF Vascular Endothelial Growth Factor

VIB or Flanders Institute

for Biotechnology

Flanders Institute for Biotechnology VZW, having its registered office at Rijvisschestraat 120,

9052 Zwijnaarde, registered in the register of legal entities (Ghent – Division Ghent) under

number 0456.343.923

VLAIO Flanders Innovation & Entrepreneurship

Work Orders Has the meaning given to it in Section 5.8.

wet AMD Wet age-related macular degeneration

2018 Agreement Exclusive commercial agreement entered into between Oxurion and Eumedica in view of

JETREA®

Headquarters

Oxurion NV

Gaston Geenslaan 1

3001 Leuven

Belgium

T +32 16 75 13 10

F +32 16 75 13 11

United States subsidiary

ThromboGenics, Inc.

Belgian subsidiary

Oncurious NV

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