AGMB 97iqQm68CEKvzeNSp5Y_CA F-1 as filed: Jan 16, 2026

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As filed with the United States Securities and Exchange Commission on January 16, 2026.

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AgomAb Therapeutics NV

(Exact name of registrant as specified in its charter)

Belgium

(State or Other Jurisdiction
of Incorporation or Organization)

2836

(Primary Standard Industrial
Classification Code Number)

N/A

(I.R.S. Employer
Identification Number)

Posthoflei 1/6
2600 Antwerpen, Belgium
Tel: +32 3 318 91 70

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Tim Knotnerus
Chief Executive Officer
AgomAb Therapeutics NV
Posthoflei 1/6
2600 Antwerpen, Belgium
+32 3 318 91 70

Michael H. Bison
Marishka DeToy
Stephanie Richards
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

Roel Meers
Baker McKenzie BV/SRL
Bolwerklaan 21
Avenue du Boulevard Box 1
1210 Brussels
Belgium
+32 2 639 36 11

Niek De Pauw
Clifford Chance LLP
Avenue Louise 149 Box 2
1050 Brussels
Belgium
+ 32 253 35072

Marcel Fausten
Yasin Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion, dated January 16, 2026

PRELIMINARY PROSPECTUS

American Depositary Shares

Representing Common Shares

This is the initial public offering of American Depositary Shares, or ADSs. Each ADS represents one common share, no nominal value per share. The ADSs may be evidenced by American Depositary Receipts, or ADRs. We expect the initial public offering price to be between $ and $ per ADS.

Prior to this offering, there has been no public market for the ADSs or our common shares. We have applied to list the ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol “AGMB.” This offering is contingent upon the final approval from Nasdaq of our listing application and there is no guarantee or assurance that the ADSs will be approved for listing on Nasdaq.

We are both an “emerging growth company” and a “foreign private issuer” under the U.S. federal securities laws and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—implications of being an emerging growth company and a foreign private issuer.”

Per ADS

Total

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

(1)

See “Underwriting” for additional information regarding underwriting compensation. We have agreed to reimburse the underwriters for certain expenses in connection with the offering.

Investing in the ADSs involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks included herein. See the “Risk factors” section beginning on page 17 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional ADSs from us at the initial public offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the ADSs against payment in New York, New York on , 2026.

J.P. Morgan

Morgan Stanley

Leerink Partners

Van Lanschot Kempen

Prospectus dated , 2026

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	Page
PRESENTATION OF FINANCIAL INFORMATION		1
PROSPECTUS SUMMARY		2
THE OFFERING		12
SUMMARY CONSOLIDATED FINANCIAL DATA		15
RISK FACTORS		17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		87
USE OF PROCEEDS		89
DIVIDEND POLICY		90
CAPITALIZATION		91
DILUTION		93
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		95
BUSINESS		110
MANAGEMENT		187
RELATED PARTY TRANSACTIONS		197
PRINCIPAL SHAREHOLDERS		202
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION		205
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		221
SHARES AND ADSs ELIGIBLE FOR FUTURE SALE		229
MATERIAL INCOME TAX CONSIDERATIONS		231
UNDERWRITING		242
EXPENSES OF THIS OFFERING		249
LEGAL MATTERS		250
EXPERTS		250
Enforcement of civil liabilities		251
WHERE YOU CAN FIND ADDITIONAL INFORMATION		253
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, ADSs only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs. Our business, financial condition, results of operations and prospects may have changed since that date. We expressly disclaim any duty to update this prospectus, except as required by applicable law. Information contained on our website, and any other websites referenced in this prospectus does not constitute part of this prospectus.

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus outside of the United States. We are incorporated under the laws of Belgium. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and

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financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Certain market and industry data included in this prospectus were obtained from our own internal estimates and reports as well as from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All market and industry data used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we are responsible for the disclosure contained in this prospectus and we believe the information from industry publications and other third-party sources included in this prospectus is reliable, such information is inherently imprecise. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this prospectus titled “Risk factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

We own various trademark registrations and applications, and unregistered trademarks, including our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Through and including , 2026 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PRESENTATION OF FINANCIAL INFORMATION

We prepare our consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). We present our consolidated financial statements in accordance with IFRS Accounting Standards, which differs in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP.

Our consolidated financial statements included in this prospectus are presented in euros and, unless otherwise specified, all monetary amounts are in euros. All references to “€” and “euro” mean euro and all references in this prospectus to “$,” “U.S. dollars” and “dollars” means U.S. dollars, unless otherwise noted. Translations calculated for convenience are calculated using the exchange rate last reported by the U.S. Federal Reserve as of September 30, 2025 at the rate of one Euro per $1.1735. In this preliminary prospectus, certain euro amounts have been translated into U.S. dollars at the rate of to the dollar. Such translations should not be construed as representations that the euro amounts represent, or have been or could be converted into, U.S. dollars at that or any other rate. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the ADSs. You should carefully read the entire prospectus, and the registration statement of which this prospectus forms a part, including “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” and our financial statements and the related notes, in each case included in this prospectus, before making an investment decision.

Overview

We are a clinical-stage biopharmaceutical company focused on developing novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with high unmet medical need. Our product candidates are designed to target established pathways and utilize validated modalities with the aim of increasing efficacy while avoiding systemic toxicities in order to overcome the limitations of prior therapeutic approaches. Our initial focus for the treatment of fibrosis is through inhibition of one of the key signaling pathways involved in fibrosis, the transforming growth factor β, or TGFβ, pathway. Our mission is to develop disease-modifying therapeutics that aim to resolve fibrosis and restore organ function to enable patients with these disorders to live fuller and healthier lives.

We are advancing a pipeline of novel product candidates for chronic fibrotic disorders with well-validated targets, significant unmet medical needs and large commercial potential. Our pipeline includes:

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Ontunisertib (AGMB-129): Our lead product candidate, ontunisertib, is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5, or TGFβR1, in development for the treatment of Fibrostenosing Crohn’s Disease, or FSCD. FSCD is a severe complication of Crohn’s Disease, or CD, that is associated with significant morbidity. There are approximately 1.4 million patients under treatment for CD in the seven major markets of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan, and approximately 620,000, or 46%, of these patients have FSCD. The emergence of burdensome symptomatic strictures is considered to be an inevitable consequence of long-term inflammation for the large proportion of patients with CD who progress to FSCD and eventually require surgery. There are no approved pharmacologic therapies for FSCD. We believe ontunisertib has the potential to change the paradigm for treating FSCD patients and provide the first pharmacologic treatment for strictures. Ontunisertib is designed to act locally in the gastrointestinal tract, enabling high exposure in the target tissue. Then, following absorption, ontunisertib is rapidly inactivated in the liver to avoid potential toxicities associated with systemic TGFβ signaling inhibition. In November 2025, we announced topline results of the global randomized, double-blind, placebo-controlled Phase 2a trial of ontunisertib, or the STENOVA trial, in 103 FSCD symptomatic patients with at least one ileal stricture. Part A of the STENOVA study achieved its primary endpoint of assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. Pharmacokinetic results confirmed the GI-restricted profile of ontunisertib, with high local and low systemic exposure of ontunisertib in FSCD patients. We also observed positive signals on several exploratory clinical endpoints. The 48-week open-label treatment extension of the STENOVA trial with ontunisertib is currently ongoing and we expect to report the results of such open-label treatment extension in the second half of 2026. Based on the positive results observed in the STENOVA study to date, we are preparing to initiate a Phase 2b trial of ontunisertib in patients with symptomatic FSCD in the second half of 2026.

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AGMB-447: AGMB-447, our second clinical-stage product candidate, is an inhaled small molecule inhibitor of ALK5, or TGFβR1, in development for the treatment of idiopathic pulmonary fibrosis, or IPF. IPF is a rare progressive fibrotic lung disease that has a poor prognosis for patients with a median life expectancy of less than five years. IPF affects approximately 240,000 people in the United States, Japan, the United Kingdom, and the four largest European markets (France, Germany, Spain, and Italy), with 30,000 to 40,000 new cases being diagnosed each year in the United States alone. AGMB-447 is designed to have a high local exposure in the lung tissue, and then upon absorption into the bloodstream, AGMB-447 is hydrolyzed and substantially inactivated in order to avoid potential toxicities associated with systemic inhibition of ALK5 signaling. Direct delivery to the lung through inhalation and subsequent lung restriction are designed to confer high efficacy and

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a favorable safety profile for AGMB-447. We believe AGMB-447 also has the potential to demonstrate a low potential for drug-drug interactions that could make it well-suited for use as a single-agent and in combination with current standard of care therapies. We are conducting a Phase 1 trial with AGMB-447 and have enrolled 108 healthy participants in the SAD and MAD B1-B6 portions of the trial, initiated the IPF cohort and enrolled the first patients. We completed an interim analysis of the SAD and MAD B1-6 stages in 108 healthy participants, where we observed positive topline interim results, and expect to report data from IPF patients in the second half of 2026.

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Discovery and preclinical portfolio: We have a robust discovery pipeline including several programs in the early stages of development.

Fibrosis and the role of TGFβ

Fibrosis represents an aberrant response of a tissue to injury, leading to progressive tissue scarring that may be triggered by trauma, inflammation, infection, cell injury or cancer, amongst others. As a result, fibrosis can lead to organ dysfunction and failure. The body’s normal response to injury involves the activation of cells that produce collagen and other components of the extracellular matrix, or ECM, that are part of the healing process for the tissue. Under normal physiological circumstances, scarring is self-limited and the resulting scar resolves itself, leaving behind a tissue architecture similar to what was present before the injury. However, in certain chronic disease states, this process of healing becomes both prolonged and excessive, resulting in fibrotic remodeling which interferes with organ function. Fibrosis can occur in many organ systems throughout the body including the lungs, liver, kidneys, gastrointestinal tract, skin and muscles. While the exact pathologies for diseases in these organs differ, fibrosis involves many of the same cell types and signaling pathways across different organs and tissue.

Signaling by TGFβ has been shown to play a central role in the pathophysiology of fibrosis. The well understood role of the TGFβ pathway, including through the ALK5 receptor, in driving multiple aspects of fibrosis, has made it an attractive target for antifibrotic drug development. In healthy tissue, TGFβ’s physiological role is to initiate healing after injury. In fibrotic diseases, however, TGFβ signaling remains continuously activated in response to prolonged insults such as inflammation, leading the surrounding tissue to deposit excess ECM, which eventually leads to tissue fibrosis. There is strong preclinical evidence and encouraging preliminary clinical evidence that TGFβ inhibition could be effective in multiple indications; however, development of previous ALK5 inhibitors has been limited due to safety concerns as systemic inhibition of TGFβ causes toxicity in the heart and large vessels. We believe our programs have the potential to overcome these systemic toxicity challenges by acting locally within tissue of interest and avoiding systemic exposure while allowing us to leverage the well-described role of TGFβ in fibrosis.

Our pipeline

We have built a focused pipeline of novel small molecule and antibody product candidates designed to act against well-validated and potentially disease-modifying targets for the treatment of fibrotic diseases with high unmet need and large commercial potential. We retain exclusive, worldwide development and commercialization rights to all of our product candidates and preclinical programs.

ALK5, activin receptor-like kinase 5; GI, gastrointestinal; OLE, Open Label Extension

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We have a robust discovery pipeline including several programs in the early stages of development.

Ontunisertib (AGMB-129): Potential treatment for Fibrostenosing Crohn’s disease

Ontunisertib, our lead product candidate, is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5 in development for the treatment of FSCD. FSCD is a severe complication of CD that is associated with significant morbidity. There are approximately 1.4 million patients under treatment for CD in the seven major markets of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan, and approximately 620,000, or 46%, of these patients have FSCD. FSCD is caused by a narrowing, or stricturing, of the intestinal lumen due to fibrosis. Over time, these strictures can lead to abdominal pain, cramping, and vomiting after meals, and often require dietary modifications which can lead to malnutrition. There are no approved pharmacologic therapies for FSCD and currently approved therapies for CD mainly target inflammation but have not demonstrated efficacy in FSCD. Therefore, nearly all patients with intestinal strictures will require bowel surgery, which makes FSCD the leading cause of surgery in CD patients.

Ontunisertib is designed to avoid toxicities that arise from systemic inhibition of ALK5 signaling by limiting exposure to the gastrointestinal tract. Ontunisertib takes advantage of liver metabolism which substantially inactivates the drug before it can enter systemic circulation. In preclinical studies in rodents, oral administration of ontunisertib resulted in high local exposure in the gastrointestinal tract with no or minimal systemic exposure (AUC not calculable). Ontunisertib has shown the ability to prevent and treat fibrosis in preclinical mouse models and showed downregulation of expression of both pro-fibrotic and pro-inflammatory genes in a preclinical study, assessing ex vivo patient-derived cells from gastrointestinal biopsies of inflammatory bowel disease, or IBD, patients. Furthermore, we have not observed cardiac valve toxicities commonly associated with systemic TGFβ inhibition in our toxicology studies to date. In a Phase 1 trial, oral administration of ontunisertib to healthy human study participants was generally well-tolerated following both single and multiple ascending doses and demonstrated high levels of ontunisertib in the gastrointestinal tract with low systemic exposure in the bloodstream. Ontunisertib received Fast Track Designation for the treatment of FSCD from the U.S. Food and Drug Administration, or the FDA, in 2023.

We conducted a global randomized, double-blind, placebo-controlled Phase 2a trial of ontunisertib (the STENOVA trial). We enrolled 103 FSCD patients with non-critical symptomatic strictures to evaluate safety, PK, pharmacodynamics (PD) and target engagement of ontunisertib. In STENOVA, we are also exploring novel potential efficacy endpoints in FSCD. These include Clinical Outcome Assessment, or COA, instruments evaluating the clinical benefit to patients, such as a specific patient-reported outcome, or PRO, instrument, named S-PRO (Stricturing Patient-Reported Outcome). We also assess radiological improvement by several imaging modalities, including magnetic resonance enterography, or MRE, and the Simple Endoscopy Score in Crohn’s Disease, or SES-CD. MRE provides information about structural severity criteria including stricture length, bowel wall thickness, and the presence and diameter of any associated pre-stenotic dilation. The SES-CD provides information about luminal disease activity and evaluates inflammatory changes as well as narrowing and is used as co-primary endpoint for luminal CD. We announced topline data from the STENOVA trial in November 2025. We reported that Part A of the STENOVA study achieved its primary endpoint of assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. The severity and incidence of adverse events were balanced across all treatment arms, including the placebo. Pharmacokinetic results confirmed the GI-restricted profile of ontunisertib with high local and low systemic exposure of ontunisertib in FSCD patients. We also observed positive signals on several exploratory clinical endpoints. We expect to report the results of the 48-week open-label treatment extension of the STENOVA trial in the second half of 2026. We also plan to initiate a Phase 2b trial of ontunisertib in the second half of 2026.

AGMB-447: Potential treatment for idiopathic pulmonary fibrosis

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Italy), with 30,000 to 40,000 new cases being diagnosed each year in the United States alone. There are currently three FDA-approved therapies for IPF: pirfenidone, initially marketed as Esbriet® by Roche and nintedanib, marketed as Ofev®, and nerandomilast, marketed as Jascayd®, both by Boehringer Ingelheim. These drugs have shown modest slowing of disease progression in certain patients; however, these products do not enable recovery of lost lung function and are associated with severe safety and tolerability concerns which can be further complicated by drug-drug interactions. Despite the limitations of available treatments, the aggregate annual revenue for these therapies was approximately $4.1 billion in 2024 across IPF and other fibrosing interstitial lung diseases.

We engineered AGMB-447 to be active in the lung but avoid significant systemic exposure. AGMB-447 is administered directly to the lungs via inhalation and then rapidly hydrolyzed and substantially inactivated in the bloodstream. Preclinical studies in rodents have demonstrated that administration of AGMB-447 leads to high exposure in lung tissue, with systemic plasma exposure approximately 800 to 1,000 times lower than in the lung. Antifibrotic activity was observed with AGMB-447 in a rodent model of IPF, as well as in human lung tissue from both non-IPF and IPF patients where AGMB-447 was observed to lead to dose-dependent reductions in a number of fibrosis and inflammation markers based on gene expression data. We have not observed any of the cardiac valve toxicities commonly associated with systemic TGFβ inhibition in our toxicology studies to date. AGMB-447 received Orphan Drug Designation for the treatment of IPF from the FDA in May 2024.

We are conducting a randomized, double-blind, placebo-controlled Phase 1 clinical trial intended to evaluate the safety, PK, PD, and target engagement of AGMB-447. We enrolled 108 healthy participants in the SAD and MAD B1-B6 portions of the trial. We also initiated the IPF cohort of the study and enrolled the first patients. We plan to enroll up to 12 IPF patients in the Phase 1b study with AGMB-447. We completed an interim analysis of the SAD and MAD B1-6 stages in healthy participants where we observed positive topline interim results and expect to report results of the Phase 1b in IPF patients in the second half of 2026. We also plan to initiate a Phase 2 trial in IPF patients in the second half of 2026.

Discovery and preclinical portfolio

We have a robust discovery pipeline including several programs in the early stages of development. AGMB-101, our most advanced preclinical asset, is an hepatocyte growth factor, or HGF, mimetic monoclonal antibody that acts through agonism, or stimulation, of the MET receptor and has demonstrated both antifibrotic and regenerative activity in preclinical models.

Our team and corporate history

We have assembled an executive team with deep scientific and clinical development expertise and a track record of strong business leadership. Tim Knotnerus, our Chief Executive Officer, has extensive experience in corporate development and venture capital and previously held the position of Vice President of Corporate Development at AM-Pharma, where he and his team secured a $600.0 million option-to-buy deal with Pfizer. Philippe Wiesel, M.D., our Chief Medical Officer, served as Chief Medical Officer at Genkyotex where he led clinical development of several anti-inflammatory and anti-fibrotic compounds for various fibrotic disorders including liver, lung, and kidney fibrosis. Dr. Wiesel also previously led the late-stage development and marketing approval for Raptiva® at EMD Serono. Andrea Sáez, Ph.D., our Chief Development Officer, previously served as Chief Operating Officer and Chief Scientific Officer at Origo Biopharma, S.L., where both ontunisertib and AGMB-447 were discovered. Pierre Kemula, our Chief Financial Officer, joined us in 2024 from CureVac, Inc., where he successfully contributed as Chief Financial Officer to the company’s initial public offering on Nasdaq and several follow-on offerings during his eight-year tenure. Our Chief Business Officer, Paul van der Horst, Ph.D., and General Counsel, Ellen Lefever, bring broad experience in corporate development and capital raisings, including leadership roles at Galapagos during negotiations with Gilead regarding their $5.0 billion strategic collaboration, and Galapagos’ initial public offering on Nasdaq and subsequent secondary public offerings.

We are headquartered in Antwerp, Belgium, with chemistry laboratory facilities in Touro, Spain, and a growing presence in the United States with an office in Cambridge, Massachusetts.

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To date, we have raised €299.7 million from leading strategic and institutional investors including Andera Partners, Boehringer Ingelheim Venture Fund, Canaan, Cormorant Asset Management, Dawn Biopharma, a platform controlled by KKR, EQT Life Sciences, Fidelity Management & Research Company, Invus, Pfizer, Pontifax, Redmile, and Sanofi. Prospective investors should not rely on the investment decisions of our existing investors, as these investors may have different risk tolerances and have received their shares in prior offerings at prices lower than the price offered to the public in this offering. In addition, some of these investors may not be subject to reporting requirements under Section 16 of the Exchange Act, and, thus, prospective investors may not necessarily know the total amount of investment by each of the prior investors and if and when some of the prior investors decide to sell any of their shares. See the sections titled “Related Party Transactions” and “Principal Shareholders” for more information on prior purchases by and current holdings of certain of these shareholders.

Our approach and strategy

We have built a strong scientific foundation in immunology and inflammation, or I&I, targeting growth factors and modulating related molecular pathways through novel small molecules and monoclonal antibodies to resolve fibrosis, regenerate tissue and restore organ functionality. Our approach to drug development is focused on the identification of underlying biological processes that drive disease pathology. We leverage our core end-to-end research and development capabilities to develop therapies focused on established and clinically validated targets to overcome the limitations of previous therapeutic approaches with the aim to fundamentally de-risk a program’s clinical development. Combining our scientific insights into growth factor biology along with robust drug development expertise, we are working to build differentiated programs with disease modifying potential in fibrotic diseases. Our approach is target-led, therefore we are modality-agnostic and will select a small molecule or antibody approach to achieve an optimal profile and treat the underlying cause of disease.

We are focused on internal research and development capabilities as well as the identification of promising external innovation opportunities with our proven track record of executing business development transactions. Our lead programs, ontunisertib and AGMB-447, were acquired through our acquisition of Origo Biopharma, S.L. The Origo Biopharma, S.L. acquisition and seamless integration demonstrates the strength of our business development capabilities and our corporate agility. Our strategy of selecting validated targets, with an emphasis on the underlying biology in which we have expertise, provides us with a broader yet selective range of potential opportunities to assess. We aim to continue to leverage our strong team with differentiated experience in assessing and executing business development transactions to broaden our pipeline to drive long-term value creation.

Our approach is comprised of the following characteristics:

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Focusing on I&I with an initial nexus in fibrosis: We are focused on the discovery and development of disease modifying approaches to treat I&I disorders to transform the treatment paradigm for patients with these diseases. Our initial focus is on fibrotic diseases which can be attenuated by growth factor biology, given the significant potential of these targets in mediating fibrotic pathways and the high unmet need of patients suffering from fibrotic diseases.

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Utilizing validated modalities: We utilize both small molecules and antibodies that are validated modalities within each program and plan to utilize the modality that maximizes the potential for a therapy to be safe and effective.

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tissue exposure, and detailed analyses of drug metabolism and circulating metabolites following administration that can provide early proof-of-mechanism and inform clinical development decisions.

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Maximizing the commercial potential of our product candidates: We may seek strategic partnerships where we believe that external resources and expertise could accelerate the clinical development or maximize the market potential of our product candidates, or candidates, or where such collaborations could expand our internal capabilities.

To achieve our mission and through the implementation of our approach, we are building a differentiated and robust pipeline of novel therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications. Our current development strategy includes:

•

Advance ontunisertib as a potentially disease-modifying therapy for the treatment of FSCD. We believe that by selectively and potently inhibiting ALK5 and by avoiding systemic toxicity through localized activity in the gastrointestinal tract and rapid metabolization in the liver, ontunisertib has the potential to transform the treatment paradigm for FSCD and unlock the significant unmet need of the currently underserved FSCD patient population.

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Advance AGMB-447 as a potentially disease-modifying therapy for the treatment of IPF. We believe that through targeted delivery of AGMB-447 in the lung and inactivation upon absorption into the bloodstream, we can achieve potent antifibrotic effects in IPF while avoiding toxicities associated with systemic TGFβ inhibition.

Risks associated with our business

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We are a clinical-stage biopharmaceutical company and have incurred significant losses every year since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

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Even if this offering is successful, we will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

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The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.

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We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of ontunisertib, AGMB-447, or any other product candidates.

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If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

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There is no established endpoint for FSCD and the development and validation of endpoints, including patient-reported outcomes, may delay the development of our product candidates or increase development costs.

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Our products and product candidates may have serious adverse, undesirable or unacceptable side effects, or even cause death, and we or others may identify undesirable or unacceptable side effects caused by any of our product candidates after they have received marketing approval.

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Even if we obtain approval from the FDA, the European Medicines Agency, or the EMA, or other applicable regulatory authorities for any product candidate that we may identify and pursue in the United States or Europe, we may never obtain approval to commercialize any such product candidates outside of those jurisdictions, which would limit our ability to realize their full market potential.

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•

The commercial success of our products and product candidates, including in new indications or methods of administration, will depend on the degree of market acceptance.

•

We rely, and intend to rely, on third parties to conduct our clinical trials and perform some of our research and preclinical studies. If these third parties do not satisfactorily carry out their contractual duties or fail to meet expected deadlines, our development programs may be delayed or subject to increased costs, each of which may have an adverse effect on our business and prospects.

•

Our commercial success depends on our ability to obtain, maintain, enforce, and otherwise protect our current and any future intellectual property and proprietary technology, and if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products and product candidates similar or identical to ours and our ability to successfully develop and commercialize our product candidates may be adversely affected.

•

We will need to develop and expand our company, and we may encounter difficulties in managing this development and expansion, which could disrupt our operations.

•

No public market for the ADSs currently exists, and a public market may not develop or be liquid enough for you to sell your ADSs quickly or at market price.

•

In preparation of this offering, we identified material weaknesses in our internal control over financial reporting. If we are unable to successfully remediate the existing material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.

•

We are subject to privacy laws, regulation and potential enforcement and contractual obligations related to data privacy and security. Our failure to comply with these laws, regulations and contractual obligations could lead to potential government enforcement actions and significant penalties against us, and harm our results, operations and/or financial conditions.

•

We are a Belgian limited liability company but are not a “listed company” within the meaning of the Belgian Companies and Associations Code, and shareholders of our company may have different and, in some cases, more limited shareholder rights than shareholders of such “listed company” in Belgium or of a U.S. listed corporation.

Corporate information

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “AgomAb” the “Company,” “we,” “our,” “ours,” “ourselves,” “us,” or similar terms refer to AgomAb Therapeutics NV and our subsidiaries, as identified below. We were initially incorporated under the laws of Belgium on April 13, 2017 as a Belgian private limited liability company (besloten vennootschap) and were converted under the laws of Belgium into a Belgian limited liability company (naamloze vennootschap) on March 14, 2019. Our principal executive offices are located at Posthoflei 1/6, 2600 Antwerpen, Belgium. Our telephone number at this address is +32 3 318 91 70. Our Spanish subsidiary, Agomab Spain, S.L.U., is headquartered at Parque Empresarial de Touro Fonte Diaz, A Coruña, Galicia, Spain. Our U.S. subsidiary, Agomab US, Inc. is headquartered in Cambridge, Massachusetts.

Our website address is www.agomab.com. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address as an inactive textual reference only.

Our agent for service of process in the United States is Cogency Global Inc.

Implications of being an emerging growth company and a foreign private issuer

Emerging growth company

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requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include:

•

we have an option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

•

we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

•

we are not required to comply with requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements; and

•

at such time we no longer qualify as a foreign private issuer, we would not be required to submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”, and we would be able to avail ourselves of reduced disclosure about our executive compensation arrangements.

We may take advantage of these provisions until we no longer qualify as an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of this offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period. As a result, the information we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

Foreign private issuer

We are also a foreign private issuer within the meaning of the rules under the Exchange Act. Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of Nasdaq. Consequently, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act applicable to public companies organized within the United States, including but not limited to:

•

the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP;

•

certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act;

•

the “short-swing” profit recovery provisions of Section 16 of the Exchange Act; and

•

the requirement to file periodic reports, current reports and financial statements with the SEC as frequently or as promptly as domestic filers as well as compliance with Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information.

We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer. We are required to assess our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We will remain a foreign private issuer until such time that 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the

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members of board of directors or our executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

Both foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, if we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. We have taken advantage of certain of these reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold equity securities.

Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. Nevertheless, there may be less publicly available information concerning us than there is for U.S. public companies.

Enforcement of civil liabilities

We are a Belgian limited liability company organized and existing under the laws of Belgium, and our registered offices and the majority of our assets are located outside of the United States. In addition, the majority of our directors and members of our executive committee and the experts named herein are residents of jurisdictions other than the United States. As a result, it may be difficult or may not be possible for you to (i) obtain jurisdiction over these non U.S. individuals or our company in U.S. courts in actions predicated on the civil liability provisions of the U.S. federal or state securities laws, (ii) effect service of process within the United States upon these non U.S. individuals or our company, (iii) enforce judgments obtained in U.S. courts against these non U.S. individuals or our company in courts outside the United States, including Belgian courts, (iv) enforce against these non U.S. individuals and our company (as the case may be in a Belgian court), whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. federal or state securities laws.

The United States currently does not have a treaty with Belgium providing for the reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. Consequently, a final judgment rendered by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state securities laws, would not automatically be enforceable in Belgium. Actions for the recognition and enforcement of judgments of U.S. courts are regulated by Articles 22 to 25 of the 2004 Belgian Code of Private International Law, as amended from time to time. Recognition or enforcement does not imply a review of the merits of the case and is irrespective of any reciprocity requirement. A U.S. judgment will, however, not be recognized or declared enforceable in Belgium, unless, (in addition to compliance with certain technical provisions) the Belgian courts are satisfied that:

•

the effect of the recognition or enforcement of judgment is not manifestly incompatible with Belgian public order;

•

the judgment did not violate the rights of defense of the defendant;

•

the judgment was not rendered in a matter where the parties did not freely dispose of their rights, with the sole purpose of evading the application of the law applicable according to Belgian private international law;

•

the judgment is not subject to further recourse under U.S. law;

•

the judgment is not incompatible with a judgment rendered in Belgium or with a prior judgment rendered abroad that might be recognized in Belgium;

•

the claim was not filed outside Belgium after a claim was filed in Belgium, if the claim filed in Belgium relates to the same parties and the same subject and is still pending;

•

the Belgian courts did not have exclusive jurisdiction to rule on the matter;

•

the U.S. court did not accept its jurisdiction solely on the basis of either the presence of the plaintiff or the location of goods not directly linked to the dispute in the United States;

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•

the judgment did not concern the deposit or validity of intellectual property rights when the deposit or registration of those intellectual property rights was requested, done or should have been done in Belgium pursuant to international treaties;

•

the judgment did not relate to the validity, operation, dissolution, or liquidation of a legal entity that has its main seat in Belgium at the time of the petition of the U.S. court;

•

if the judgment relates to the opening, progress or closure of insolvency proceedings, it is rendered on the basis of the European Insolvency Regulation or, if not, that (a) a decision in the principal proceedings is taken by a judge in the state where the most important establishment of the debtor was located or (b) a decision in territorial proceedings was taken by a judge in the state where the debtor had another establishment than its most important establishment; or

•

the judgment submitted to the Belgian court is authentic under the laws of the state where the judgment was issued; in case of a default judgment, it can be shown that under locally applicable laws the invitation to appear in court was properly served on the defendant; a document can be produced showing that the judgment is, under the rules of the state where it was issued, enforceable and was properly served on the defendant.

In addition, with regard to the enforcement through legal proceedings in Belgium of any claim (including the exequatur of foreign court decisions in Belgium), a registration tax at the rate of 3% (to be calculated on the total amount that a debtor is ordered to pay) is due, if the sum of money which the debtor is ordered to pay by a Belgian court judgment, or by a foreign court judgment that is either (i) automatically enforceable and registered in Belgium or (ii) rendered enforceable by a Belgian court, exceeds €12,500. The debtor is liable for the payment of the registration tax. A stamp duty is payable for each original copy of an enforcement judgment rendered by a Belgian court, with a maximum of €1,450.

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THE OFFERING

ADSs offered by us

We are offering ADSs, each ADS representing one common share.

Common shares to be outstanding immediately after this offering

common shares (or common shares if the underwriters exercise their option to purchase additional ADSs in full).

Underwriters’ option to purchase additional

The underwriters have an option for a period of 30 days from

ADSs

the date of this prospectus to purchase up to additional ADSs at the public offering price, less underwriting discounts and commissions.

The ADSs

Each ADS represents one common share.

The depositary will hold the common shares underlying your ADSs. You will have rights as provided in the deposit agreement pursuant to which the ADSs will be issued, or the deposit agreement. You may surrender your ADSs and withdraw the underlying common shares. The depositary will charge you fees for, among other acts, any surrender of ADSs and for the purpose of withdrawal of the underlying common shares. We and the depositary may agree to amend the deposit agreement, and we may terminate the deposit agreement, without your consent. If you continue to hold your ADSs, you agree to be bound by the terms of the deposit agreement then in effect.

To better understand the terms of the ADSs, you should carefully read “Description of American depositary shares” in this prospectus. You should also read the form of deposit agreement, which is an exhibit to the registration statement of which this prospectus forms a part.

Depositary

The Bank of New York Mellon.

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million, or $ million if the underwriters exercise their option to purchase additional ADSs in full, based on an assumed initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus. We intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to advance clinical development of ontunisertib and AGMB-447 and to fund advancement of our preclinical candidates, one milestone payment pursuant to our acquisition agreement relating to Origo Biopharma, S.L., general and administrative expenses, and for working capital and other general corporate purposes. See the section of this prospectus titled “Use of proceeds.”

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Proposed Nasdaq Global Market symbol

“AGMB”

Voting rights

Holders of the common shares will be entitled to one vote per common share. Each common share underlying the ADS will not be convertible into any other class of our share capital. See “Description of share capital and articles of association—common shares” for more information on the rights of the holders of our common shares. Holders of ADSs have no direct voting rights, but may instruct the depositary how to vote underlying common shares as provided in the deposit agreement.

Risk factors

See “Risk factors” beginning on page 17 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs.

The number of common shares (including common shares represented by ADSs) to be outstanding after this offering is based on 25,000 common shares outstanding as of September 30, 2025, and also gives effect to (i) the conversion of all of our outstanding preferred shares into an aggregate of 1,553,522 common shares immediately prior to the consummation of this offering and (ii) the issuance of 94,869 common shares to argenx BV upon the conversion of argenx BV’s profit sharing certificate, or the profit sharing certificate, immediately prior to the consummation of this offering and excludes:

•

163,893 common shares issuable upon the exercise of share warrants outstanding as of September 30, 2025 pursuant to our warrant plans, at a weighted-average exercise price of €14.67 per warrant, each of which share warrants will accelerate and become fully vested and exercisable immediately prior to the consummation of this offering;

•

113,434 common shares issuable upon the exercise of share warrants outstanding as of September 30, 2025 pursuant to our 2024 Stock Option Plan, or 2024 Plan, and 2024 (B) Stock Option Plan, or 2024 (B) Plan, at a weighted-average exercise price of €37.29 per warrant, 50% of which share warrants will accelerate and become fully vested and exercisable immediately prior to the consummation of this offering;

•

common shares issuable upon the exercise of share warrants issued to recipients after September 30, 2025 pursuant to our 2024 (B) Plan, at a weighted-average exercise price of € per warrant that are currently outstanding;

•

common shares issuable upon the exercise of share warrants offered to recipients after September 30, 2025 pursuant to our 2024 (B) Plan at a weighted-average exercise price of € per warrant that are issued but not yet considered outstanding for purposes of Belgian law as they remain subject to acceptance by the recipients;

•

common shares reserved for future grant or issuance as of December 31, 2025 under our warrant plans; and

•

common shares to be reserved for future issuance under our 2026 Global Stock Option Plan, or 2026 Plan, to be effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Unless otherwise indicated, all information in this prospectus assumes:

•

no exercise of the share warrants described above after September 30, 2025;

•

gives effect to a -for- stock split of our common shares effected on ;

•

that the underwriters do not exercise their option to purchase an aggregate of up to additional ADSs from us;

•

the issuance of common shares to argenx BV upon conversion of the profit sharing certificate, which will occur immediately prior to the consummation of this offering;

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•

the conversion of all of our outstanding preferred shares into common shares, which will occur immediately prior to the consummation of this offering; and

•

an initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables present the summary of our consolidated financial data as of the dates and for the periods indicated. Historical results are not necessarily indicative of our future results. The summary financial data set forth below should be read together with our consolidated financial statements and the related notes to those statements, as well as the section of this prospectus captioned “Management’s discussion and analysis of financial condition and results of operations.” Additionally, please see “Presentation of financial information” for further information on the preparation and presentation of our financial information. The consolidated statement of profit or loss and other comprehensive income or loss for the years ended December 31, 2024 and 2023 are derived from our audited consolidated financial statements appearing elsewhere in this prospectus.

The interim condensed consolidated statement of financial position data as of September 30, 2025 and the interim consolidated statement of profit or loss and other comprehensive income or loss for each of the nine-month periods ended September 30, 2025 and 2024 are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared using the same accounting policies as described in our audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary to state fairly our financial position as of September 30, 2025 and our results of operations for the nine months ended September 30, 2025 and 2024. Our historical results are not necessarily indicative of results to be expected for a full year or any other interim period. We prepare our consolidated financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Consolidated statement of profit or loss and other comprehensive income or loss

	For the nine-months Ended September 30,				For the Year Ended December 31,
(In thousands of € except for per share amounts)	2025		2024		2024		2023
Research and development expenses		(35,015)		(28,582)		(39,310)		(26,311)
General and administrative expenses		(9,620)		(8,664)		(10,133)		(6,097)
Total operating expenses		(44,635)		(37,246)		(49,443)		(32,408)
Other operating income		1,887		1,039		1,422		1,218
Operating loss		(42,748)		(36,207)		(48,021)		(31,190)
Changes in fair value of financial liabilities		(3,227)		1,147		848		18,964
Financial expenses		(199)		(222)		(357)		(86)
Financial income		1,028		747		1,267		303
Loss before taxes		(45,146)		(34,535)		(46,263)		(12,009)
Income tax (expense)/income		—		—		(4)		619
Loss for the period*		(45,146)		(34,535)		(46,267)		(11,390)
Items that may be reclassified to profit or loss
Foreign currency translation differences		64		1		(10)		—
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit obligations		(3)		(55)		(73)		—
Other comprehensive loss for the period, net of tax		61		(54)		(83)		—
Total comprehensive loss for the period*		(45,085)		(34,589)		(46,350)		(11,390)
Weighted average number of common shares outstanding		25,000		25,000		25,000		25,000
Basic and diluted loss per share		(2.26)		(1.68)		(2.31)		(0.77)
Pro forma basic and diluted loss per share (unaudited)(1)
Pro forma weighted average number of common shares outstanding (unaudited)(1)

* the loss and total comprehensive loss for the period is fully attributable to the owners of the parent

(1) The unaudited pro forma basic and diluted loss per share and unaudited pro forma weighted average number of common shares outstanding data give effect to the conversion of all of our outstanding preferred shares into 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon conversion of the profit sharing certificate, and the expiration of the anti-dilutive warrants, each of which will occur at the consummation of this offering.

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Summary condensed consolidated statement of financial position data

The table below presents summary unaudited condensed consolidated statement of financial position data as of September 30, 2025:

•

on an actual basis;

•

on a pro forma basis to give effect to footnote (1); and

•

on a pro forma as adjusted basis to give further effect to footnote (2).

As of September 30, 2025

(In thousands of €)

Actual

Pro Forma(1)

Pro Forma,
As Adjusted(2)

Consolidated statement of financial position:

Cash and cash equivalents

129,585

Total assets

165,631

Total liabilities

18,700

Share capital

223,072

Share premium reserve

76,634

Share-based payment reserves

12,457

Other reserves

(966)

Accumulated loss

(164,266)

Equity attributable to the owners of the parent

146,931

(1) The pro forma statement of financial position data gives effect to the conversion of all of our outstanding preferred shares into 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon conversion of the profit sharing certificate, and the expiration of the anti-dilutive warrants, each of which will occur prior to the consummation of this offering, and is based on common shares outstanding immediately at the consummation of this offering. The vesting of certain ESOP warrants has been accelerated due to the occurrence of this offering, but no exercise occurs at the consummation of this offering. This accelerated vesting results in an increase in the share-based payment reserve and affects the accumulated loss in the amount of .

(2) The pro forma as adjusted statement of financial position data gives further effect to the sale by us of ADSs in this offering at the initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase or decrease in the assumed initial public offering price of $ per ADS would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, total assets and total equity by $ million, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Each increase or decrease of 1.0 million in the number of ADSs we are offering would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, total assets and total equity by $ million, assuming no change in the assumed initial public offering price per ADS and after deducting the estimated underwriting discounts and commissions. This pro forma as adjusted information is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing.

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RISK FACTORS

Investing in the American Depositary Shares, or ADSs, involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the other information in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus and in the section titled “Management’s discussion and analysis of financial condition and results of operations,” before deciding whether to invest in the ADSs. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of the ADSs could decline, and you may lose all or part of your investment. The material and other risks and uncertainties summarized above and described below are not intended to be exhaustive and are not the only ones we face. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See the section titled “Special note regarding forward-looking statements.”

Risks related to our limited operating history, financial position and need for additional capital

We are a clinical-stage biopharmaceutical company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

We are a clinical-stage biopharmaceutical company and we have not generated any revenue to date. We have incurred net losses in each year since our inception in April 2017, including total comprehensive losses of €46.4 million and €11.4 million for the years ended December 31, 2024 and 2023, respectively. As of September 30, 2025, we had an accumulated loss of €164.3 million. Our historical losses resulted principally from costs incurred in connection with research and development activities and general and administrative costs associated with our operations. In the future, we intend to continue to conduct research and development, preclinical testing, clinical trials, regulatory compliance, market access, commercialization and business development activities that, together with anticipated general and administrative expenses, will result in incurring further significant losses for at least the next several years. Our expected losses, among other things, may continue to cause our working capital and shareholders’ equity to decrease.

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if and as we:

•

continue our research and development activities of our product candidates, including through clinical development, and, if successful, later-stage clinical trials;

•

expand the scope of our current clinical studies for our product candidates;

•

initiate additional clinical or other studies for our product candidates;

•

discover and develop new product candidates;

•

add additional manufacturers or suppliers or increase our spending with current manufacturers or suppliers;

•

seek regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

•

establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

•

seek to identify and validate additional product candidates;

•

acquire or in-license other product candidates or technologies;

•

make payments under any in-license agreements;

•

make milestone payments to Agomab Spain, S.L.U. former equity holders;

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•

maintain, protect, enforce and expand our intellectual property portfolio;

•

attract and retain skilled personnel;

•

create additional infrastructure to support our operations as a U.S. public company and our product development and planned future commercialization efforts; and

•

experience any delays or encounter issues with any of the above.

To date, we have funded our operations through private placements of equity. To become and remain profitable, we will need to continue developing and eventually commercialize products that generate significant revenue. This will require us to be successful in a range of challenging activities, including completing clinical trials of ontunisertib, AGMB-447, and other current and future product candidates, obtaining regulatory approval for any product candidates for which we successfully complete clinical trials, and establishing marketing capabilities. Even if any of the product candidates that we may develop are approved for commercial sale, we anticipate incurring significant costs associated with commercialization. We are only in the preliminary stages of most of these activities. We may never succeed in these activities and, even if we do, may never generate revenue that is significant enough to achieve profitability. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations.

Because of the numerous risks and uncertainties associated with the development of drugs and biologics, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we are required by the U.S. Food and Drug Administration, or the FDA, the European Medicines Agency, or the EMA, or other comparable foreign authorities to perform studies in addition to those we currently anticipate, or if there are any delays in completing our clinical trials or the development of ontunisertib, AGMB-447, or any other product candidates, our expenses could increase beyond our current expectations and revenue could be further delayed. Our failure to become and remain profitable would depress the market price of the ADSs and could impair our ability to raise capital, expand our business or continue our operations. If we continue to suffer losses, investors may not receive any return on their investment and may lose their entire investment.

Even if this offering is successful, we will need to raise capital to finance our operations. Failure to obtain this necessary capital when needed, or on acceptable terms, may force us to delay, limit or terminate our product development efforts or other operations.

We are currently advancing ontunisertib and AGMB-447 through clinical development with one additional Phase 1-ready product candidate, AGMB-101, and multiple early discovery programs, in our portfolio. The research and development of biopharmaceutical products is expensive, and we expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our product candidates in clinical studies.

As of December 31, 2024, our cash and cash equivalents were €171.5 million. As of September 30, 2025, our cash and cash equivalents were €129.6 million. We estimate that the net proceeds from this offering will be approximately $ million, assuming an initial public offering price of $ per ADS, the midpoint of the price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us. We expect that the net proceeds from this offering and our existing cash and cash equivalents will be sufficient to fund our current operations until . Changing circumstances, some of which may be beyond our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned. Our future funding requirements, both short-term and long-term, will depend on many factors, including:

•

the scope, progress, timing, costs, including those related to chemistry, manufacturing and controls, or CMC, and results of clinical trials of, and research and preclinical development efforts for, our current and future product candidates;

•

the number of future product candidates and indications that we pursue and their development requirements;

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•

the outcome, timing and costs of seeking regulatory approvals;

•

the costs of commercialization activities for any of our product candidates that receive marketing approval to the extent such costs are not the responsibility of any future collaborators, including the costs and timing of establishing product sales, marketing, distribution and commercial-scale manufacturing capabilities;

•

the effect of competing technological and market developments;

•

subject to receipt of marketing approval, revenue, if any, received from commercial sales of our current and future product candidates;

•

our ability to enter into, and the terms and timing of, any collaborations, licensing or other arrangements;

•

our headcount growth and associated costs as we expand our research and development activities;

•

the costs of preparing, filing and prosecuting patent applications, maintaining, protecting and enforcing our intellectual property rights, including enforcing and defending intellectual property-related claims; and

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the costs of operating as a U.S. public company.

We may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or a combination of these approaches. In any event, we will require substantial additional capital to obtain regulatory approval for, and to commercialize, our product candidates. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our ADSs to decline. The sale of additional equity or convertible securities would dilute all of our shareholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Our current or future in-licenses may also be terminated if we are unable to meet the payment or other obligations under the agreements.

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the clinical development or commercialization of any product candidates or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

We have never generated revenue from product sales and may never become profitable.

Our ability to generate revenue from product sales and achieve profitability depends on our ability, alone or with collaborative partners, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, product candidates we may identify for development. We may not generate revenues from product sales for many years, if ever. Our ability to generate future revenues from product sales depends heavily on our or our collaborators’ ability to successfully:

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identify product candidates and successfully complete research development of any product candidates we may identify;

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seek and obtain regulatory approvals for any product candidates for which we successfully complete clinical trials;

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launch and commercialize any product candidates for which we may obtain regulatory approval by establishing a sales force, marketing and distribution infrastructure, or alternatively, collaborating with a commercialization partner;

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qualify for adequate coverage and reimbursement by government and third-party payors for any product candidates for which we may obtain regulatory approval;

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establish and maintain supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support clinical development and the market demand for any product candidates for which we obtain regulatory approval;

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develop, maintain and enhance a sustainable, scalable, reproducible and transferable manufacturing process for the product candidates we may develop;

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address competing technological and market developments;

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negotiate favorable terms in any collaboration, licensing or other arrangements into which we may enter and performing our obligations in such collaborations;

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receive market acceptance by physicians, patients, healthcare payors, and others in the medical community;

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maintain, protect, enforce, defend and expand our portfolio of intellectual property and other proprietary rights, including patents, trade secrets and know-how;

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defend against third-party intellectual property claims of infringement, misappropriation or other violation; and

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attract, hire and retain qualified personnel.

Our expenses could increase beyond expectations if we are required by the FDA or the EMA, or other regulatory authorities to perform preclinical studies or clinical trials in addition to those that we currently anticipate. Even if one or more of the product candidates we may develop are approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate. Additionally, such products may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives. Even if we are able to generate revenues from the sale of any approved product candidates, we may not become profitable and may need to obtain additional funding to continue operations.

Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.

We are a clinical-stage biopharmaceutical company with a limited operating history. We were incorporated in April 2017 and, to date, we have invested most of our resources in developing ontunisertib, AGMB-447 and our other product candidates, acquiring our Spanish subsidiary, and providing administrative support for these operations. We have not yet demonstrated an ability to successfully complete later-stage clinical trials beyond Phase 2a, obtain regulatory approvals, manufacture a commercial-scale product, or conduct sales and marketing activities necessary for successful product commercialization or obtain reimbursement in the countries of sale. Advancing our programs through clinical trials will require substantial additional development and clinical research time and resources before we would be able to apply for or receive regulatory approvals and begin generating revenue from product sales.

We may encounter unforeseen expenses, difficulties, complications, delays and other known or unknown factors in achieving our business objectives. We will eventually need to transition from a company with a development focus to a company capable of supporting commercial activities. We may not be successful in such a transition.

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Risks related to the discovery and development of our product candidates

Clinical development involves a lengthy, complex, and expensive process, with an uncertain outcome.

To obtain the requisite regulatory approvals to commercialize any product candidates, we must demonstrate through extensive preclinical studies and clinical trials that our product candidates are safe and effective in humans. To do so, we must also generate data to support our IND or planned IND applications in the United States, or our clinical trial applications, or CTAs, in the United Kingdom, or UK, or in the European Union, or EU, or a comparable application in other jurisdictions. We cannot be sure that we will be able to submit INDs or CTAs or comparable applications for our preclinical programs on the timelines we expect, if at all. We also cannot guarantee that submission of INDs or CTAs or comparable applications will result in the FDA, the EMA, the Medicines and Healthcare products Regulatory Agency, or MHRA, or other regulatory authorities allowing clinical trials to even begin.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. In particular, the general approach for FDA approval of a new drug is to require data from two well-controlled, Phase 3 clinical trials of the relevant drug in the relevant patient population. Phase 3 clinical trials typically involve hundreds to thousands of patients, have significant costs and take years to complete.

A product candidate can fail at any stage of testing, even after observing promising signals of activity in earlier preclinical studies or earlier stage clinical trials. Product candidates that appear promising in the early phases of development may fail to complete development or reach the market for several reasons, including:

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preclinical studies or clinical trials may show the product candidates to be less effective than expected (e.g., a clinical trial could fail to meet its primary endpoint(s) or to have unacceptable side effects or toxicities);

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failure to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful;

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development of competing products in the same disease state;

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manufacturing costs, formulation issues, pricing or reimbursement issues, or other factors that make a product candidate uneconomical; and

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the proprietary rights of others and their competing products and technologies that may prevent one or more of our product candidates from being commercialized.

In addition, differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials. Clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in clinical trials have nonetheless failed to obtain marketing approval.

Additionally, some of our planned trials are open label studies, where both the patient and investigator know whether the patient is receiving the investigational product candidate or either an existing approved drug or placebo. Most typically, open label clinical trials test only the investigational product candidate and sometimes do so at different dose levels. Open label clinical trials are subject to various limitations that may exaggerate any therapeutic effect as patients in open label clinical trials are aware when they are receiving treatment. In addition, open label clinical trials may be subject to an “investigator bias” where those assessing and reviewing the physiological outcomes of the clinical trials are aware of which patients have received treatment and may interpret the information of the treated group more favorably given this knowledge. Therefore, it is possible that positive results observed in open label trials will not be replicated in later placebo-controlled trials.

In addition, the standards that the FDA and comparable foreign regulatory authorities use when regulating us require judgment and can change, which makes it difficult to predict with certainty how they will be applied. As approval procedures can vary among countries and may change over time, this can require additional clinical testing and the time required to obtain approval may differ. We can provide no assurances that such approval will be obtained on the timeline that we expect or at all. Although we are initially focusing our efforts on the clinical development of small molecule drug products, we also anticipate commencing clinical development of biological

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products, which could make us subject to additional regulatory requirements. Any analysis we perform of data from preclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent further development. We may also encounter unexpected delays or increased costs due to new government regulations. Examples of such regulations include future legislation or administrative action, or changes in FDA or comparable foreign regulatory policy during the period of product development and FDA and comparable foreign regulatory review. It is impossible to predict whether legislative changes will be enacted, or whether FDA or foreign regulations, guidance or interpretations will be changed, or what the impact of such changes, if any, may be. If ontunisertib, AGMB-447, or our other current or future product candidates, are not approved in one or more jurisdictions, or if such approvals are significantly delayed, it could have a material adverse effect on our business. It is possible that none of our other existing product candidates or any product candidates we may seek to develop in the future will ever obtain regulatory approval in any other jurisdiction or indication. Moreover, we must obtain separate regulatory approvals in each jurisdiction where we want to market and approval by one regulatory authority does not ensure approval by any other regulatory authority. As approval procedures can vary among countries and may change over time, this can require additional clinical testing and the time required to obtain approval may differ. We can provide no assurances that such approval will be obtained on the timeline that we expect or at all. Successful completion of clinical trials is a prerequisite to submitting a marketing application to the FDA and comparable foreign regulatory authorities for each product candidate. We may experience negative or inconclusive results, which may result in our deciding, or our being required by regulators, to conduct additional clinical studies or trials or abandon some or all of our product development programs, which could have a material adverse effect on our business.

We may experience delays in initiating or completing clinical trials. We also may experience numerous unforeseen events during, or as a result of, any future clinical trials that could delay or prevent our ability to receive marketing approval or commercialize any product candidates, including:

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regulators or central and or local institutional review boards, or IRBs, or ethics committees may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

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the FDA or other comparable regulatory authorities may disagree with our clinical trial design, including with respect to dosing levels administered in our planned clinical trials, which may delay or prevent us from initiating our clinical trials with our originally intended trial design;

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we may encounter challenges designing our trials, including developing and reaching agreements with the FDA or other comparable authorities on the appropriate clinical endpoints, the design of the trial itself, the development of a patient-reported outcome, or PRO, as an endpoint, and the validation of a PRO;

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we may experience delays in reaching, or fail to reach, agreement on acceptable terms with prospective trial sites and prospective contract research organizations, or CROs, which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

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the number of subjects required for clinical trials of any product candidates may be larger than we anticipate or subjects may drop out of these clinical trials or fail to return for post-treatment follow-up at a higher rate than we anticipate;

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our third-party contractors may fail to comply with regulatory requirements, including those promulgated by the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use, good clinical practices, of GCPs, and current good manufacturing practices, or cGMPs, or meet their contractual obligations to us in a timely manner, or at all, or may deviate from the clinical trial protocol or drop out of the trial, which may require that we add new clinical trial sites or investigators;

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we may experience delays or interruptions to our manufacturing supply chain, or we could suffer delays in reaching, or we may fail to reach, agreement on acceptable terms with third-party service providers on whom we rely;

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additional delays and interruptions to our clinical trials could extend the duration of the trials and increase the overall costs to finish the trials as our fixed costs are not substantially reduced during delays;

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we may elect to, or regulators, IRBs, Data Safety Monitoring Boards, or DSMBs, or ethics committees may require that we or our investigators suspend or terminate clinical research or trials for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;

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we may not have the financial resources available to begin and complete the planned trials, or the cost of clinical trials of any product candidates may be greater than we anticipate;

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the supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates may be insufficient or inadequate to initiate or complete a given clinical trial; and

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the FDA or other comparable foreign regulatory authorities may require us to submit additional data such as long-term toxicology studies, or impose other requirements before permitting us to initiate a clinical trial.

We are currently conducting a Phase 1 trial of AGMB-447 and have received regulatory authorization to initiate a Phase 1 single ascending dose trial of AGMB-101 in healthy participants and liver cirrhosis patients. The cost of compliance with regulations, requirements or guidelines of the FDA or other applicable regulatory authorities could be substantial. If we experience delays in the completion of, or termination of, any clinical trial of our product candidates, the costs of our clinical trials may increase, the commercial prospects of our products and product candidates may be harmed, and our ability to generate product revenues from any of these products and product candidates will be delayed. Significant clinical trial delays could also allow our competitors to bring products to market before we do or shorten any periods during which we have the exclusive right to commercialize our products and product candidates.

Our product development costs will increase if we experience additional delays in clinical testing or in obtaining marketing approvals. We do not know whether any of our clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. If we do not achieve our product development goals in the timeframes we announce and expect, the approval and commercialization of our product candidates may be delayed or prevented entirely. Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidates and may allow our competitors to bring products to market before we do, potentially impairing our ability to successfully commercialize our product candidates and harming our business and results of operations. Any delays in our clinical development programs may harm our business, financial condition, and results of operations significantly.

Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain product candidates over other potential candidates. These decisions may prove to have been wrong and may adversely affect our revenues.

Because we have limited resources and access to capital to fund our operations, we must decide which product candidates to pursue and the amount of resources to allocate to each. Our decisions concerning the allocation of research, collaboration, management and financial resources toward particular compounds, product candidates or therapeutic areas may not lead to the development of viable commercial products and may divert resources away from better opportunities. Similarly, our decisions to delay, terminate or collaborate with third parties in respect of certain product development programs may also prove not to be optimal and could cause us to miss valuable opportunities. If we make incorrect determinations regarding the market potential of our product candidates or misread trends in the biopharmaceutical industry, in particular for our lead product candidates, our business, financial condition and results of operations could be adversely affected.

If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to

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enroll a sufficient number of patients who remain in the trial until its conclusion. Enrollment of patients depends on many factors, including:

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the patient eligibility and exclusion criteria defined in the protocol;

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the size of the patient population required for analysis of the trial’s primary endpoints and the process for identifying patients;

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the willingness or availability of patients to participate in our trials;

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the proximity of patients to trial sites;

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the design of the trial;

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our ability to recruit clinical trial investigators with the appropriate competencies and experience;

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clinicians’ and patients’ perceptions as to the potential advantages and risks of the product candidate being studied in relation to other available therapies, including any new products that may be approved for the indications we are investigating or other studies enrolling for similar diseases;

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the availability of competing commercially available therapies and other competing product candidates’ clinical trials;

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our ability to obtain and maintain patient informed consents; and

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the risk that patients enrolled in clinical trials will drop out of the trials before completion.

In addition, our clinical trials compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such clinical trial site. Other effects on recruitment and retention of patients may hinder or delay a clinical trial and could cause a significant setback to an applicable program.

Interim, topline and preliminary data from our preclinical studies and clinical trials that we announce or publish from time to time may change as more patient data becomes available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publish interim, topline or preliminary data from our preclinical studies and clinical trials. Preliminary and interim data from our clinical trials may change as more patient data become available. Preliminary or interim data from our clinical trials are not necessarily predictive of final results. Preliminary and interim data are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues, more patient data become available and we issue our final clinical trial report. Interim, topline and preliminary data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. For example, our announced topline results of the global randomized, double-blind, placebo-controlled Phase 2a trial of ontunisertib may be materially different from the final data. As a result, preliminary and interim data should be viewed with caution until the final data are available. Material adverse changes in the final data compared to the interim data could significantly harm our business prospects.

The results of preclinical studies and early-stage clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. Initial success in our ongoing clinical trials may not be indicative of results obtained when these trials are completed or in later stage trials.

Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. Furthermore, there can be no assurance that any of our clinical trials will ultimately be successful or support further clinical development of any of our

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product candidates. For example, because there is no established endpoint for FSCD and there is a lack of precedent for clinical trial design, there can be no assurance that ontunisertib will meet its endpoints in our ongoing and planned clinical trials. There is a high failure rate for drugs and biologics proceeding through clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical development even after achieving promising results in earlier studies, and any such setbacks in our clinical development could have a material adverse effect on our business and operating results.

There is no established endpoint for FSCD therapies, and the development and validation of efficacy endpoints to support approval may delay the development of our product candidates or increase development costs.

There are no approved pharmacologic therapies for FSCD, and there are currently no regulatory guidelines specific for FSCD, and no established efficacy endpoint to support registration. We are developing and evaluating several endpoints in our clinical trials, to potentially be used as registrational endpoints for ontunisertib in FSCD. Based on our interactions with regulatory authorities, we believe that these authorities may require both clinical and imaging outcomes as endpoints. FDA has recently issued guidance outlining the Agency’s expectations for the development and validation of Clinical Outcome Assessments, or COAs, to support regulatory decision making. COAs may have an important role in the development and regulatory approval of any of our product candidates. COAs may include Patient Reported Outcomes, or PROs, which involve patients’ subjective assessments of efficacy, and this subjectivity increases the variability of these instruments and may limit their ability to detect a therapeutic effect. Furthermore, it may be challenging to identify symptoms which are sufficiently specific for FSCD. Such assessments can be influenced by factors outside of our control and can vary widely from day-to-day for a particular patient, as well as from patient-to-patient, site-to-site, and culture-to-culture, within a clinical trial. Use of COAs may make the outcome of clinical trials more uncertain and may increase our costs and time to complete trials for regulatory approval. Additionally, we will need to provide information to the FDA, and potentially to comparable foreign regulatory authorities, to help establish the validity and reliability of the COAs we develop. Additionally, regulators may require us to demonstrate an effect of ontunisertib on stricture severity by imaging. There is currently no approved imaging endpoint for FSCD, and we are working with imaging experts to develop such an endpoint or endpoints. We will need to provide information to the FDA, and potentially to comparable foreign regulatory authorities, to help establish the validity and reliability of any imaging endpoint(s) we develop. Currently, magnetic resonance enterography, or MRE, is commonly used in clinical practice to evaluate stricture severity. Computed tomography enterography, or CTE, performs similarly to MRE and may be used in future clinical trials. While MRE and CTE can measure relevant stricture-related features with precision, these imaging modalities might not be able to capture meaningful therapeutic effects within the timeframe of a clinical trial.

An additional imaging modality is endoscopy, which can evaluate both luminal inflammation and stricture severity. The Simple Endoscopic Score in Crohn’s Disease, or SES-CD, is supported by FDA and other regulatory agencies as a co-primary efficacy endpoint suitable for the registration of novel therapies in luminal Crohn’s disease. We are evaluating the value of the SES-CD as a potential registrational endpoint in FSCD. However, the SES-CD has not been specifically validated in FSCD patients and may not be supported by regulatory agencies for the registration of new therapies in this indication.

Separately from clinical and radiological responses, adverse clinical outcomes can represent a potential efficacy endpoint in FSCD. Specifically, registration may be granted to a novel agent able to reduce the incidence or delay the occurrence of adverse clinical outcomes such as Crohn’s disease related death, bowel surgery, endoscopic balloon dilation, and hospitalization. However, the occurrence of these events may be too low in the context of a clinical trial of reasonable size and duration, which would preclude the use of such outcome measures.

We may encounter challenges reaching an agreement with the FDA or a comparable foreign regulatory authority on the validation of the endpoints that we are developing for use in the FSCD clinical program, as well as whether the endpoints selected are appropriate endpoints to support approval.

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We have conducted and may continue to conduct clinical trials for our product candidates outside of the U.S., and the FDA may not accept data from such trials, in which case our development plans may be delayed, which could materially harm our business.

We have in the past conducted, and in the future intend to continue to conduct, clinical trials or a portion of our clinical trials for our drug and biological product candidates outside the U.S. The acceptance of study data from clinical trials conducted outside the U.S. or another jurisdiction by the FDA or comparable foreign regulatory authority may be subject to certain conditions or may not be accepted at all. For example, we are conducting the Phase 1 trial of AGMB-447 solely in the United Kingdom, and we have only interacted with the MHRA thus far. The FDA or other foreign regulatory authorities may not agree that the preclinical and clinical data we have generated are sufficient to initiate subsequent clinical trials in the United States or other jurisdictions.

In cases where data from foreign clinical trials are intended to serve as the sole basis for marketing approval in the United States, for example, the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the U.S. population and U.S. medical practice; (ii) the trials were performed by clinical investigators of recognized competence and pursuant to GCP regulations; and (iii) the data may be considered valid without the need for an on-site inspection by the FDA, or if the FDA considers such inspection to be necessary, the FDA is able to validate the data through an on-site inspection or other appropriate means. In addition, even where the foreign study data are not intended to serve as the sole basis for approval, the FDA will not accept the data as support for an application for marketing approval unless the study is well-designed and well-conducted in accordance with GCP requirements and the FDA is able to validate the data from the study through an on-site inspection if deemed necessary. Further, if our target patient population is smaller than expected, we are unable to successfully enroll and retain patients in our clinical trials, or experience significant delays in doing so, we may not satisfy the FDA, the EMA or other applicable regulatory authorities standards for number of patients enrolled due to enrollment being too low. Many foreign regulatory authorities have similar requirements for clinical data gathered outside of their respective jurisdictions. In addition, such foreign trials would be subject to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the FDA or any comparable foreign regulatory authority will accept data from trials conducted outside of the U.S. or the relevant jurisdiction. If the FDA or any comparable foreign regulatory authority does not accept such data, it may result in the need for additional trials, which could be costly and time-consuming, and which may result in current or future product candidates that we may develop not receiving approval for, or experiencing delays in, commercialization in the applicable jurisdiction.

Undesirable side effects that may be caused by our product candidates, or by the combination of our product candidates with other medical products, could cause us or regulatory authorities to interrupt, delay or halt clinical trials, including full or partial clinical holds on ongoing or planned trials, and could result in more restrictive labeling or the delay or denial of regulatory approval by the FDA or other applicable regulatory authorities. While our preclinical studies and clinical trials to date show that our clinical-stage product candidates have generally been well tolerated from a risk-benefit perspective, we have observed adverse events, in our clinical trials, and we may see additional adverse events and/or treatment emergent adverse events, or TEAEs, in our ongoing and future clinical trials. Such side effects may be more serious than those observed to date, and as a result, our ongoing and future clinical trials may be negatively impacted. For example, previous ALK5 inhibitors, which are similar to the product candidates we are developing, have been associated with systemic toxicities, mainly cardiac toxicity and bone adverse effects, that have limited their further development. Although we have designed our lead product candidates with the goal of avoiding the types of toxicities associated with systemic inhibition of transforming growth factor β, or TGFβ, future preclinical studies may still show the presence of such toxicities, and patients in our current or future trials may experience the types of adverse events associated with these toxicities. Moreover, as we seek to develop product candidates, including products in new indications, patients may experience new or more serious effects. Drug and biologic-related side effects could affect patient recruitment, the ability of enrolled patients to complete the clinical trial, result in potential product liability claims, damage sales of any existing products, result in significant reputational damage for us and our product development, and other issues including the delay of other programs.

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Additionally, if we or others identify undesirable or unacceptable side effects or perceived risks caused by our product candidates after they receive marketing approval, a number of potentially significant negative consequences could arise, including:

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regulatory authorities may withdraw approvals or revoke licenses of such products and require us to take such products off the market;

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regulatory authorities may require the addition of labeling statements, specific warnings, or a contraindication or request the issuance of field alerts to physicians and pharmacies;

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regulatory authorities may require a medication guide outlining the risks of such side effects for distribution to patients, or a Risk Evaluation and Mitigation Strategy, or a REMS, to ensure that the benefits of the product outweigh its risks;

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regulatory authorities may require us to demonstrate that the clinical and other benefits of any of our product candidates outweigh any safety or other perceived risks, which we may be unable to achieve;

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we may be required to change the way the product is administered, conduct additional clinical trials or change the labeling of the product;

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we may be subject to limitations on how we may promote the product;

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we may be subject to boxed warnings, labeling restrictions or dose limitations in certain jurisdictions, which could have a material adverse impact on our ability to market our product candidates in those jurisdictions;

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sales of the product may decrease significantly;

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we may be subject to litigation, product liability claims, or criminal prosecution; and

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our reputation may suffer.

Any of these events could negatively impact us, our collaborators or our potential future partners and have a material adverse effect on our ability to commercialize our product candidates.

The time required to obtain approval by the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies, regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate and it is possible that none of our existing product candidates or any product candidates we may seek to develop in the future will ever obtain regulatory approval.

Our product candidates could fail to receive regulatory approval for many reasons, including the following:

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the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

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we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;

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the results of toxicology studies in humans or animals conducted by us or third parties may not be to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe for future preclinical studies or clinical trials;

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the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

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we may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

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the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

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the data collected from clinical trials of our product candidates may not be sufficient to support the submission of a New Drug Application, or NDA, or Biologics License Application, or BLA, to the FDA or any other submission to obtain regulatory approval in the EU, or elsewhere;

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the FDA or comparable foreign regulatory authorities may find deficiencies with or fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies;

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the FDA or comparable foreign regulatory authorities may find deficiencies in the quality and characterization of the product candidate’s drug substance and product to be commercialized; and

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the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

This lengthy approval process as well as the unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market any of our product candidates, which would significantly harm our business, results of operations and prospects. The FDA and other comparable foreign authorities have substantial discretion in the approval process, and determining when or whether regulatory approval will be obtained for any of our product candidates. Even if we believe the data collected from clinical trials of our product candidates are promising, such data may not be sufficient to support approval by the FDA or any other regulatory authority.

In addition, even if we were to obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we request, may not approve the price we intend to charge for our products, may grant approval contingent on the performance of costly post-marketing clinical trials, or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.

We have obtained orphan drug designation for AGMB-447 and may seek orphan drug designation for a product candidate that we develop, and we may be unsuccessful; if we fail to obtain orphan drug designation or fail to obtain and/or maintain orphan drug exclusivity for our products or product candidates, our revenue may be reduced.

Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is intended to treat a rare disease or condition, defined as a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the United States In the EU, after a recommendation from the EMA’s Committee for Orphan Medicinal Products, the European Commission may grant orphan designation if the sponsor can establish that: (1) the product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition, (2) either (i) the prevalence of the condition is not more than five in 10,000 persons in the EU when the application is made, or (ii) without incentives it is unlikely that the marketing of the product in the EU would generate sufficient return to justify the necessary investment in its development and (3) there exists no satisfactory method of diagnosis, prevention, or treatment of the condition in question that has been authorized in the EU or, if such method exists, the product will be of a significant benefit compared to the other products available for the condition.

In the United States, orphan drug designation entitles a party to financial incentives such as tax advantages and user fee waivers. In addition, if a product receives the first FDA approval for the indication for which it has orphan designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other application submitted by another applicant to market a same drug or biological product for the same indication for

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a period of seven years, except in limited circumstances. Whether a biological product is the same as another product is based on whether the two products have the same principal molecular structural features. Orphan designation does not, however, truncate the duration of the regulatory review and approval process.

In the EU, orphan designation entitles a party to financial incentives such as reduction of fees or fee waivers and 10 years of market exclusivity following marketing approval. This period may be reduced to six years if, at the end of the fifth year, it is established that orphan designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity. If we fail to obtain or if we lose orphan drug status for one or more of our products and product candidates, the aforementioned incentives and market exclusivity may not or no longer be available to us, which is likely to increase the overall cost of development and to decrease the competitive position of such product and product candidate including from biosimilars. Similar considerations apply in the UK.

We may from time to time seek orphan drug designation in the United States or the EU for certain indications addressed by our products and product candidates. For example, the FDA has granted orphan drug designation for AGMB-447 for the treatment of idiopathic pulmonary fibrosis. With regard to these designations or future designations we may obtain, we may not be the first to obtain marketing approval of these drugs for such indication due to the uncertainties associated with developing therapeutic products, and we may not obtain or maintain orphan designation upon approval. In addition, exclusive marketing rights in the United States may be limited if we seek approval for an indication broader than the orphan-designated indication or may be lost if the FDA later determines that the request for designation was materially defective or if we are unable to assure sufficient quantities of the product to meet the needs of patients with the disease or condition. Further, even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition because different drugs with different active moieties or different principal molecular structural features can be approved for the same condition. Even after an orphan drug is approved, the FDA, EMA or other foreign regulator can subsequently approve the same drug for the same condition if the regulator concludes that the later drug is safer, more effective, or makes a major contribution to patient care.

If we decide to pursue accelerated approval for any of our product candidates, it may not lead to a faster development or regulatory review or approval process and does not increase the likelihood that our product candidates will receive marketing approval. If we are unable to obtain approval under an accelerated pathway, we may be required to conduct additional clinical trials beyond those that we contemplate, which could increase the expense of obtaining, reduce the likelihood of obtaining, and/or delay the timing of obtaining, necessary marketing approvals.

In the future, we may decide to pursue accelerated approval for one or more of our product candidates. For example, under the FDA’s accelerated approval program, the FDA may approve a drug or biological product for a serious or life-threatening disease or condition that provides a meaningful advantage over available therapies based upon a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit. For products granted accelerated approval, post-marketing confirmatory clinical trials are required to verify and describe the anticipated effect on irreversible morbidity or mortality or other clinical benefit. These confirmatory clinical trials must be completed with due diligence, and the FDA may require that the clinical trial be designed, initiated, and/or fully enrolled prior to approval. If we were to pursue accelerated approval for a product candidate for a disease or condition, we would do so on the basis that there is no available therapy for that disease or condition. If standard of care were to evolve or if any of our competitors were to receive full approval on the basis of a confirmatory clinical trial for a drug or biological product for a disease or condition for which we are seeking accelerated approval before we receive accelerated approval, the disease or condition may no longer qualify as one for which there is no available therapy, and we may not be able to obtain accelerated approval of our product candidate.

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Moreover, the FDA may withdraw approval of any product candidate approved under the accelerated approval pathway if, for example:

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the clinical trial or clinical trials required to verify the predicted clinical benefit of our product candidate fail to verify such benefit or do not demonstrate sufficient clinical benefit to justify the risks associated with such product;

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other evidence demonstrates that our product candidate is not shown to be safe or effective under the conditions of use;

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we fail to conduct any required post-approval trial of our product candidate with due diligence; or

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we disseminate false or misleading promotional materials relating to the relevant product candidate.

Pursuant to the Food and Drug Omnibus Reform Act, or FDORA, the FDA is authorized to require a post-approval clinical trial to be underway prior to approval or within a specified time period following approval. FDORA also requires the FDA to specify conditions of any required post-approval clinical trial and requires sponsors to submit progress reports for required post-approval studies. In addition, FDORA enables the FDA to initiate enforcement action for the failure to conduct with due diligence a required post-approval clinical trial, including a failure to meet any required conditions specified by the FDA or to submit timely reports.

Failure to obtain accelerated approval for our product candidates could result in a longer time period to commercialization of such product candidate, if any, and could increase the cost of development of such product candidate and harm our competitive position in the marketplace.

We have obtained Fast Track Designation for ontunisertib and may seek Breakthrough Therapy Designation by the FDA or Priority Medicine, or PRIME, designation from the EMA for a product candidate that we develop, and we may be unsuccessful. If we are successful, the designation may not actually lead to a faster development or regulatory review or approval process.

If a drug or biological product candidate is intended for the treatment of a serious or life-threatening condition and non-clinical and clinical data demonstrate the potential for the drug or biological product candidate to address an unmet medical need for this condition, the product candidate may qualify for FDA Fast Track Designation for a particular indication, for which sponsors must apply. Ontunisertib has received the first ever Fast Track Designation for the treatment of FSCD by the FDA. Additionally, we may seek Fast Track Designation for our current or future product candidates, but there is no assurance that the FDA will grant this status to any of our proposed product candidates. If granted, Fast Track Designation makes a sponsor eligible for more frequent interactions with FDA to discuss the development plan and clinical trial design for the product granted Fast Track Designation, as well as eligible for rolling review of the Fast Track product’s marketing application, which means that the sponsor can submit completed sections of its marketing application for review prior to completion of the entire submission. Marketing applications of product candidates with Fast Track Designation may qualify for priority review if they meet the applicable criteria, but Fast Track Designation does not assure any such qualification or ultimate marketing approval by the FDA. The FDA has broad discretion whether or not to grant Fast Track Designation, so even if we believe a particular product candidate is eligible for this designation, there can be no assurance that the FDA would decide to grant it. Even if we do receive Fast Track Designation, we may not experience a faster development process, review or approval compared to conventional FDA procedures, and receiving a Fast Track Designation does not provide any assurance of ultimate FDA approval. In addition, the FDA may withdraw Fast Track Designation if it believes that the designation is no longer supported by data from our clinical development program. In addition, the FDA may withdraw any Fast Track Designation at any time.

Additionally, we may seek Breakthrough Track Designation for our current or future product candidates, but there is no assurance that the FDA will grant this status to any of our proposed product candidates. A breakthrough therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over currently approved therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For drugs that have been

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designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Drugs designated as breakthrough therapies by the FDA are also eligible for accelerated approval and priority review. Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if we believe a product candidate we develop meets the criteria for designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of Breakthrough Therapy Designation for a product candidate may not result in a faster development process, review or approval compared to drugs considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if any product candidate we develop qualifies as a breakthrough therapy, the FDA may later decide that the drug no longer meets the conditions for qualification and rescind the designation.

In the EU, the PRIME designation is similar to the breakthrough designation. The EMA has implemented the PRIME designation to support the development and accelerate the approval of complex, innovative medicinal products addressing an unmet medical need. The PRIME designation enables early dialogue with the relevant EMA scientific committees and, possibly, some payors and thus reinforces the EMA’s scientific and regulatory support. The PRIME designation, which is granted at the EMA’s discretion, focuses on medicinal products the marketing authorization of which qualifies for accelerated assessment (medicinal products of major interest from a public health perspective, in particular from a therapeutic innovation perspective). Even if we believe a particular product candidate is eligible for this designation, there can be no assurance that the EMA would decide to grant it. Further, even if we do receive PRIME designation, we may not experience a faster development process, review or approval compared to conventional EMA procedures, and receiving a PRIME designation does not provide any assurance of ultimate EMA approval. In addition, the EMA may withdraw PRIME designation if it believes that the designation is no longer supported by data from our clinical development program. In addition, the EMA may withdraw any PRIME Designation at any time.

Even if we obtain approval from the FDA, the EMA or other applicable regulatory authorities for any product candidate that we may identify and pursue in the United States or Europe, we may never obtain approval to commercialize any such product candidates outside of those jurisdictions, which would limit our ability to realize their full market potential.

In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding safety and efficacy. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not mean that regulatory approval will be obtained in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional or different administrative review periods from those in the United States, including additional preclinical studies or clinical trials. In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

Seeking foreign regulatory approval would result in difficulties and costs and may require additional preclinical studies or clinical trials which could be costly and time-consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our product candidates or any other product candidate we may develop in those countries. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. We do not have any product candidates approved for sale in any jurisdiction, including international markets, and we do not have experience in obtaining regulatory approval in international markets. If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approval in international markets is delayed, our target market will be reduced and our ability to realize the full market potential of our current product candidates or any other product candidates we may develop will be harmed.

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Risks related to commercialization

The commercial success of our products and product candidates, including in new indications or methods of administration, will depend on the degree of market acceptance.

Our products and product candidates, including for new indications or methods of administration, if and when approved and available on the market, may never achieve an adequate level of acceptance by physicians, patients, the medical community, or healthcare payors for us to be profitable. This will depend on a number of factors, many of which are beyond our control, including, but not limited to:

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the efficacy and safety as demonstrated by clinical trials and subsequent prevalence and severity of any side effects;

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approval for indications, dosage and methods of administration or patient populations that are not as broad as intended or desired;

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changes in the standard of care for the targeted indications for any product and product candidate;

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availability of alternative approved therapies;

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sales, marketing and distribution support;

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potential product liability claims;

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acceptance by physicians, patients and healthcare payors of each product as safe, effective and cost-effective;

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relative convenience, ease of use, including administration, perceived dosing complexity and other perceived advantages over alternative and/or new products;

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prevalence and severity of adverse events discovered before or after marketing approval has been received;

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consumer perceptions or publicity regarding our business or the safety and quality of our product and product candidates, clinical trials for new indications, or any similar products distributed by other companies;

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limitations, precautions or warnings listed in the summary of product characteristics, patient information leaflet, wording of package labeling or instructions for use, and any subsequent changes thereof;

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the cost of treatment with our products in general and in relation to alternative and/or new treatments;

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the impact of the combination of our product candidate with a drug delivery device on cost of treatment with our products or the convenience for patients, if approved;

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the extent to which products are approved for inclusion and reimbursed on formularies of hospitals and managed care organizations, and any subsequent changes thereof; and

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whether our products are designated in the label, under physician treatment guidelines or under reimbursement guidelines as a front-line or later-line therapy, and any subsequent changes thereof.

In addition, because we are developing our products and product candidates for the treatment of different indications, negative results in a clinical trial evaluating the efficacy and safety of a product or product candidate for one indication could negatively impact the perception of the efficacy and safety of such product or product candidate in a different indication, or another similar product or product candidate, which could have an adverse effect on our reputation, commercialization efforts and financial condition.

Moreover, efforts to educate the medical community and third-party payors on the benefits of our products and product candidates may require significant resources and may never be successful. If our product candidates or methods of use of existing products or new indications fail to gain market acceptance, this will have a material adverse impact on our ability to generate revenues. Even if some products achieve market acceptance, they may not be able to retain market acceptance and/or the market may prove not to be large enough to allow us to generate significant revenues.

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Even if we receive regulatory approval of any of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates.

If any of our product candidates are approved for marketing, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies, pharmacovigilance, and submission of safety, efficacy and other post-market information, including both federal and state requirements in the United States and requirements of comparable foreign regulatory authorities. In addition, we will be subject to continued compliance with current cGMP and GCP requirements for any clinical trials that we conduct post-approval.

Manufacturers and their facilities are required to comply with extensive FDA and comparable foreign regulatory authority requirements, including ensuring that quality control and manufacturing procedures conform to cGMP regulations. As such, we and our contract manufacturers will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any marketing application, and previous responses to inspection observations. Accordingly, we and others with whom we work must continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing, production and quality control.

Any regulatory approvals that we receive for our product candidates may be subject to limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase 4 clinical trials and surveillance to monitor the safety and efficacy of the product candidate. The FDA may also require a REMS as a condition of approval of our product candidates, which could entail requirements for long-term patient follow-up, a medication guide, physician communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or a comparable foreign regulatory authority approves our product candidates, we will have to comply with requirements including submissions of safety and other post-marketing information and reports and registration.

The FDA or any other foreign regulatory authority may impose consent decrees or withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with our product candidates, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical trials to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things:

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restrictions on the marketing or manufacturing of our products, withdrawal of the product from the market or voluntary or mandatory product recalls;

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fines, warning letters or holds on clinical trials;

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refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals;

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voluntary or mandatory product recalls and related publicity requirements;

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total or partial suspension of production;

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product seizure or detention or refusal to permit the import or export of our product candidates; and

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injunctions or the imposition of civil or criminal penalties.

The FDA strictly regulates marketing, labeling, advertising, and promotion of products that are placed on the market. Products may be promoted only for the approved indications and consistent with the provisions of the

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approved label. The FDA and other agencies enforce the laws and regulations prohibiting the promotion of off-label uses and a company that is found to have improperly promoted off-label uses may be subject to significant liability. The policies of the FDA and of other regulatory authorities may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

If our target patient population is smaller than expected, we are unable to successfully enroll and retain patients in our clinical trials, or experience significant delays in doing so, we may not realize the full commercial potential of any product candidates.

Currently, we mainly develop our product candidates for the treatment of fibrotic diseases for which the target patient population can be small. If the actual number of patients with these disorders is smaller than we expected, we may encounter difficulties in enrolling sufficient patients in our clinical trials, thereby delaying or preventing development and approval of our product candidates. Physicians, who are an important source of referral of patients for clinical trials, may also be less familiar with these diseases and may therefore fail to identify these conditions in their patients and therefore may not refer them to our clinical trials.

Patient enrollment, a significant factor in the timing of clinical trials, depends on many factors, including the size and nature of the patient population, eligibility criteria for the clinical trial, the proximity of patients to clinical sites, competition for patient recruitment from competing clinical trials, the design of the clinical protocol, the eligibility criteria for the clinical trials, the availability of alternate approved therapies for the indication the clinical trial is investigating, the length of treatment duration, the number of invasive or noninvasive procedures, the frequency of visits to the treatment site, the number of participating clinic sites, the capabilities of a participating CRO, and clinicians’ and patients’ perceptions as to the potential advantages of the drug or biologic being studied in relation to other available therapies. We compete with other companies to enroll target patient populations. Even if product candidates obtain significant market share for their approved indications, because certain potential target populations are small, we may never recoup our investment in such product candidate without obtaining regulatory approval for additional indications for such product candidates. Even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our clinical trials. For example, presently in clinical trials with ontunisertib, patients will be required to use contraceptive measures, since, as identified in preclinical studies, inhibiting ALK5 poses a risk to embryonic development in line with the well described role of TGFβ during embryogenesis. Clinical trial restrictions such as this may have the effect of discouraging female participants of child-bearing potential to enroll in or complete our clinical trials.

In addition, any negative results we may report in clinical trials of our drug or biologic candidates may make it difficult or impossible to recruit and retain patients in other clinical trials of that same drug or biologic candidate. Delays in the completion of any clinical trial of our product candidates will increase our costs, slow down our product candidate development and approval process and delay or potentially jeopardize our ability to commence product sales and generate revenue. In addition, some of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.

Our product candidates may face competition generally and sooner than expected.

We face intense competition for our small molecule and biologic product candidates or future product candidates. For more information see “Business—Competition.” If competitors develop technologies or drug candidates more rapidly than we do, or if their technologies or drug candidates are more effective, our ability to develop and successfully commercialize drug candidates may be adversely affected.

In the United States, for the Federal Food, Drug, and Cosmetic Act, or the FD&C Act, provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to gain approval of an NDA for a

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drug where the FDA has not previously approved any other new drug containing the same active molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated NDA or a 505(b)(2) NDA submitted by another company for a generic version of such drug where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non- infringement. The FD&C Act also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, which were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example, new indications, dosages or strengths of an existing drug. As such, we may face competition from generic versions of our small molecule product candidates, which will negatively impact our long-term business prospects and marketing opportunities.

For biologics, the Biologics Price Competition and Innovation Act, or the BPCIA, created an abbreviated approval pathway for biological products that are biosimilar to or interchangeable with a FDA-licensed reference biological product. Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following the date that the reference product was first licensed by the FDA. In addition, the approval of a biosimilar product may not be made effective by the FDA until 12 years from the date on which the reference product was first licensed. During this 12-year period of exclusivity, another company may still market a competing version of the reference product if the FDA approves a full biologics license application, or BLA, for the competing product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity and potency of their product.

In the EU, innovative medicinal products approved on the basis of a complete and independent data package, qualify for eight years of data exclusivity upon marketing authorization and an additional two years of market exclusivity. The overall ten-year period will be extended to a maximum of eleven years if, during the first eight years of those ten years, the marketing authorization holder obtains a marketing authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are determined to bring a significant clinical benefit in comparison with existing therapies.

Following those periods of regulatory exclusivity, we must enforce our patent rights against generic products or biosimilar products that infringe the patent claims of these products. However, there is no assurance any of our product candidates will qualify, and even if they do qualify there is a risk that this exclusivity could be shortened due to congressional action or otherwise, or that the FDA or similar regulatory authority will not consider our biologic product candidates to be reference products for competing products, potentially creating the opportunity for competition by biosimilar products sooner than anticipated.

We cannot predict with accuracy the timing or impact of the introduction of competitive products that treat diseases and conditions like those treated by our product candidates. In addition, our competitors and potential competitors compete with us in recruiting and retaining qualified scientific, clinical research and development and management personnel, establishing clinical trial sites, registering patients for clinical trials, as well as in acquiring technologies complementary to, or necessary for, the development of our products. There can be no assurance that our competitors are not currently developing, or will not in the future develop, product candidates that are equally or more effective, are more economically attractive, and can be administered more easily than any of our current or future product candidates.

Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which could harm our business.

In the United States and markets in other countries, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. See the sections titled “Business—Government Regulation—Coverage, Pricing and Reimbursement,”

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“— Government Pricing and Reimbursement Programs for Marketed Drugs in the United States,” and “—U.S. Federal Contracting and Pricing Requirements” in this prospectus.

Patients who are prescribed medications for the treatment of their conditions generally rely on third-party payors to reimburse all or part of the costs associated with their prescription drugs. Coverage and adequate reimbursement from federal government healthcare programs, such as Medicare and Medicaid, and private health insurers are critical to new product acceptance. Patients are unlikely to use our future products, if any, unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost.

In the United States, we will be required to participate in various government programs for our products, if approved, to be reimbursed through government programs or to be purchased by the federal government. We expect to participate in programs such as the Medicaid Drug Rebate Program, the 340B drug discount program, Medicare Part B, Medicare Part D and the U.S. Department of Veterans Affairs Federal Supply Schedule pricing program. Compliance requirements vary by program, but among these and any other programs in which we participate, we will be, among other things, required to enter into agreements with and calculate and report prices and other information to certain government agencies, charge no more than statutorily mandated ceiling prices and calculate and pay rebates and refunds for certain products.

The calculations are mandated by statue, are complex and are often subject to interpretation by us, governmental agencies and the courts. If we determine that the prices we reported were in error, we may be required to restate those prices and pay additional rebates or refunds to the extent we understated the rebate or overcharged the government due to the error. Additionally, there are penalties associated with submission of incorrect pricing or other data. We may incur significant civil monetary penalties if we are found to have knowingly submitted false prices or other information to the government, or to have charged 340B entities covered by these government programs more than any the statutorily mandated price. Certain failures to timely submit required data also could result in a civil monetary penalty for each day the information is late. We could also become subject to allegations under the False Claims Act and other laws and regulations. In addition, misreporting and failure to timely report data to Centers for Medicare & Medicaid Services, or CMS, also can be grounds for CMS to terminate a Medicaid rebate agreement, pursuant to which a company is able to participate in the Medicaid Drug Rebate Program. Maintaining compliance with these government price reporting and other obligations is time-consuming and costly, and a failure to comply can result in substantial fines, penalties, all of which could adversely impact our financial results.

In addition, cost-containment is a priority in the United States healthcare industry and elsewhere. As a result, government authorities and other third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. Third-party payors also may request additional clinical evidence beyond the data required to obtain marketing approval, requiring a company to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of its product. Commercial third-party payors often rely upon Medicare coverage policy and payment limitations in setting their reimbursement rates, but also have their own methods and approval process apart from Medicare determinations. Therefore, coverage and reimbursement for pharmaceutical products in the United States can differ significantly from payor to payor. We cannot be sure that coverage and adequate reimbursement will be available for any product that we commercialize and, if reimbursement is available, that the level of reimbursement will be adequate. Coverage and reimbursement may impact the demand for, or the price of, any product candidate for which we obtain marketing approval. If coverage and reimbursement are not available or are available only at limited levels, we may not be able to successfully commercialize any product candidate for which we obtain marketing approval.

Additionally, the regulations that govern regulatory approvals, pricing and reimbursement for new drugs vary widely from country to country. Some countries require approval of the sale price of a drug or therapeutic biologic before it can be marketed. In many countries, the pricing review period begins after marketing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, we might obtain regulatory approval for a product in a

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particular country, but then be subject to price regulations that delay our commercial launch of the product, possibly for lengthy time periods, and negatively impact the revenues we are able to generate from the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain regulatory approval.

Enacted and future healthcare reform legislation could impact demand for our product candidates, if approved, which could impact our business and future results of operations.

The United States and several other jurisdictions are considering, or have already enacted, a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell any of our product candidates profitably, if approved. Among policy-makers and payers in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems, with the stated goals of containing healthcare costs, improving quality and expanding access to healthcare. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. See the section titled “Business—Government Regulation—Healthcare Reform” in this prospectus.

We cannot predict the initiatives that may be adopted in the future. The continuing efforts of the government, insurance companies, managed care organizations, and other payers of healthcare services to contain or reduce the costs of healthcare may adversely affect:

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The demand for any of our product candidates, if approved;

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Our ability to set a price that we believe is fair for any of our product candidates, if approved;

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Our ability to generate revenues or maintain profitability;

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The level of taxes that we are required to pay; and

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The availability of capital.

Legislative and regulatory proposals have been made to expand post-approval requirements and to restrict sales and promotional activities for pharmaceutical and biologic products. We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations will be changed, or what the impact of such changes on the marketing approvals of our product candidates, if any, may be. In addition, increased scrutiny by Congress of the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more stringent product labeling and post-marketing testing and other requirements.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates, if approved. There has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been many recent U.S. Congressional inquiries, proposed and enacted federal and state legislation, proposed and finalized executive orders, and federal regulatory efforts designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs in the United States, review the relationship between pricing and patient access, and reform government program reimbursement methodologies for drugs.

We expect that the healthcare reform measures that have been adopted and may be adopted in the future, may result in more rigorous coverage criteria and in additional downward pressure on the price that we receive for any approved product and could harm our future revenues. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our products.

If, in the future, we are unable to establish sales and marketing and patient support capabilities or enter into agreements with third parties to sell and market our current or future product candidates, we may not be successful in commercializing our current or future product candidates if and when they are approved, and we may not be able to generate any revenue.

We do not currently have a sales or marketing infrastructure and have limited experience in the sales, marketing, patient support or distribution of drugs. To achieve commercial success for any approved product candidate for

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which we retain sales and marketing responsibilities, we must build our internal sales, marketing, patient support, managerial and other non-technical capabilities, which will require significant capital expenditures, management resources and time. If we are unable or decide not to establish internal sales and marketing capabilities, we may or make arrangements with third parties to perform these services.

There are risks involved with both establishing our own sales and marketing and patient support capabilities and entering into arrangements with third parties to perform these services. For example, recruiting and training a sales force is expensive and time consuming and could delay any drug launch. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

Factors that may inhibit our efforts to commercialize our current or future product candidates on our own include:

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our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

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the inability of sales personnel to obtain access to physicians or persuade adequate numbers of physicians to prescribe any future drugs;

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the lack of complementary drugs to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

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unforeseen costs and expenses associated with creating an independent sales and marketing organization.

If we enter into arrangements with third parties to perform sales, marketing, patient support and distribution services, our drug revenues or the profitability of these drug revenues to us are likely to be lower than if we were to market and sell any current or future product candidates that we develop ourselves. In addition, we may not be successful in entering into arrangements with third parties to sell and market our current or future product candidates or may be unable to do so on terms that are favorable to us. We likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our current or future product candidates effectively. If we do not establish sales and marketing capabilities successfully, either on our own or in collaboration with third parties, we will not be successful in commercializing our current or future product candidates. Further, our business, results of operations, financial condition and prospects will be materially adversely affected.

Changes in funding for, or other disruptions to the operations of, the FDA, U.S. Securities and Exchange Commission, or the SEC, and other government agencies, foreign or domestic, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.

The ability of the FDA or other regulatory body to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other government agencies on which our operations may rely, including foreign regulatory bodies, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable. The Trump Administration has issued executive orders seeking to greatly reduce the size of the federal workforce, including through layoffs and severance packages offered to employees of federal agencies within the executive branch and independent agencies, including the FDA. Any such reduction in personnel may result in longer review times by the FDA and other agencies.

Disruptions at the FDA and other agencies, including substantial leadership departures, personnel cuts, and policy changes, may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. Changes and cuts in FDA staffing have been reported within the pharmaceutical industry as creating instances of delays in the FDA’s responsiveness or in its ability to review investigational new drug, or IND, submissions or applications, issue regulations or guidance,

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or implement or enforce regulatory requirements in a timely fashion. There is also substantial uncertainty as to how regulatory reform measures being implemented by the current U.S. administration, and other political developments, such as government shutdowns or work stoppages, would impact other U.S. regulatory agencies, such as the FDA, SEC and U.S. Patent and Trademark Office (“USPTO”), on which our operations rely. For example, in March 2025, the Department of Health and Human Services announced a broad-scale restructuring effort designed to significantly reduce FDA headcount. In April 2025, FDA employees began to receive reduction in force notices.

In addition, the United States government has shut down several times, including October 2025, and certain regulatory agencies, such as the FDA and the SEC, have previously had to furlough critical employees and stop critical activities. A prolonged government shutdown, significant leadership, personnel, and/or policy changes, or substantial modification in agency activities (including due to global health concerns) could prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities. A prolonged shutdown could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business, including INDs placed on clinical holds or delayed new drug approvals. Further, in our operations as a public company, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.

With the change in the United States presidential administration in 2025, there continues to be substantial uncertainty as to whether and how the Trump administration will seek to modify or revise the requirements and policies of the FDA and other regulatory agencies with jurisdiction over our product candidates and any products for which we obtain approval. This uncertainty could present new challenges as we navigate development and approval of our product candidates. Additionally, the current U.S. administration could issue or promulgate executive orders, regulations, policies or guidance that adversely affect us or create a more challenging or costly environment to pursue the development of new therapeutic candidates.

We may encounter difficulties efficiently managing our growth and our increasing development, regulatory and sales and marketing capabilities, which could disrupt our operations.

We have grown in the number of employees and scope of operations over recent years and expect to experience significant growth in the number of our employees and the scope of our operations also in the near future, particularly in the areas of drug research, drug development, regulatory affairs, operations, corporate and sales and marketing. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. In particular, we must efficiently leverage our own sales and marketing capabilities in order to launch or market our product candidates effectively.

Due to our limited financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. Our limited financial, manufacturing and management resources could cause us to forgo or delay the pursuit of opportunities with potential product candidates that later prove to have greater market potential, fail to capitalize on viable commercial products or profitable market opportunities or relinquish rights to such product candidates through collaborations, licensing or royalty arrangements in circumstances where it would have been more advantageous for us to retain sole development and commercialization rights. Any inability to manage growth could delay the execution of our strategic objectives or disrupt our operations, which in turn could materially harm our business and prospects.

We have in the past and may in the future undertake strategic acquisitions and any difficulties from integrating such acquisitions could adversely affect the price of the ADSs, operating results and results of operations.

We have in the past and may in the future acquire companies, businesses and products that complement or augment our existing business. We may not be able to integrate any acquired business successfully or operate any acquired business profitably. Integrating any newly acquired business could be expensive and time-consuming.

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Integration efforts often take a significant amount of time, place a significant strain on managerial, operational and financial resources, result in loss of key personnel and could prove to be more difficult or expensive than we predict. The diversion of our management’s attention and any delay or difficulties encountered in connection with any future acquisitions we may consummate could result in the disruption of our on-going business or inconsistencies in standards and controls that could negatively affect our ability to maintain third-party relationships. Moreover, we may need to raise additional funds through public or private debt or equity financing, or issue additional shares or financial instruments convertible, exchangeable or exercisable for shares, any of which could be substantial, to acquire any businesses or products, which may result in dilution for shareholders or the incurrence of indebtedness.

As part of our efforts to acquire companies, businesses or product candidates or to enter into other significant transactions, we conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in the transaction. Despite our efforts, we ultimately may be unsuccessful in ascertaining or evaluating all such risks and, as a result, might not realize the intended advantages of the transaction. If we fail to realize the expected benefits from acquisitions we may consummate in the future or have consummated in the past, whether as a result of unidentified risks or liabilities, integration difficulties, regulatory setbacks, litigation with current or former employees and other events, our business, results of operations and financial condition could be adversely affected. If we acquire product candidates, we will also need to make certain assumptions about, among other things, development costs, the likelihood of receiving regulatory approval and the market for such product candidates. Our assumptions may prove to be incorrect, which could cause us to fail to realize the anticipated benefits of these transactions. In addition, we will likely experience significant charges to earnings in connection with our efforts, if any, to consummate acquisitions. For transactions that are ultimately not consummated, these charges may include fees and expenses for investment bankers, attorneys, accountants and other advisors in connection with our efforts. Even if our efforts are successful, we may incur, as part of a transaction, substantial charges for closure costs associated with elimination of duplicate operations and facilities and acquired in-process research and development charges. In either case, the incurrence of these charges could adversely affect our results of operations for particular periods.

We are subject to healthcare laws, regulation and enforcement. The failure to comply with these laws could harm our results, operations and/or financial conditions.

Healthcare providers, physicians and third-party payors, among others, will play a primary role in the prescription and recommendation of any product candidates for which we obtain marketing approval. Our current and future arrangements with third-party payors, providers and customers, among others, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell and distribute our product candidates for which we obtain marketing approval. See the section titled “Business—Government Regulation—Healthcare Law and Regulation” in this prospectus.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions, and settlements in the healthcare industry.

Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current of future statures, regulations, agency guidance, or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including administrative, civil, and criminal penalties, damages, fines, disgorgement, the exclusion from participation in federal and state healthcare programs, individual imprisonment, reputational harm, and curtailment or restructuring of our operations, as well as additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws. Further, defending against any such actions can be

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costly and time consuming, and may require significant financial and personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. If any of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil, or administrative sanctions, including exclusion from government funded healthcare programs and imprisonment. If any of the above occur, our ability to operate our business and our results of operations could be adversely affected.

We may become exposed to costly and damaging liability claims.

We are exposed to potential product liability and professional indemnity risks that are inherent in the research, development, manufacturing, marketing and use of pharmaceutical products and marketing of human therapeutic products. The use of products, if any of our product candidates are approved, and of any of our current or future product candidates by us and our collaborators in clinical trials and the sale of any approved products may further expose us to liability claims. If any of our product candidates were to cause adverse side effects during clinical trials or after approval of the product candidate, we may be exposed to substantial liabilities. These claims might be made by patients who use the product, healthcare providers, pharmaceutical companies, physicians, payors, caregivers, investors, employees, government agencies, or our collaborators or others selling such products. Physicians and patients may not comply with any warnings that identify known potential adverse effects and patients who should not use our product candidates. Any claims against us, regardless of their merit, could be difficult and costly to defend and could materially adversely affect the market for our products and product candidates or any prospects for commercialization of our products and product candidates. Any such claims, regardless of their merit, could also adversely affect our reputation and the trust that physician and patients place in our products. Product liability risk in the EU is expected to increase following the adoption of Directive (EU) 2024/2853, which expands the no-fault regime through presumptions of defectiveness and causality, extends the limitation period to 25 years for latent damage, and introduces court-ordered disclosure obligations. Member States must transpose the relevant directive by December 2026.

Regardless of the merits or eventual outcome litigation or liability claims may result in:

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decreased demand for our products due to negative public perception;

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damage to our reputation;

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withdrawal of clinical trial participants or difficulties in recruiting new clinical trial participants;

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initiation of investigations by regulators;

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costs to defend or settle the related litigation;

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a diversion of management’s time and our resources;

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substantial monetary awards to clinical trial participants or patients;

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product recalls, withdrawals or labeling, marketing or promotional restrictions;

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loss of revenues from product sales; and

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the inability to successfully commercialize any of our product candidates, if approved.

We may not be able to obtain insurance coverage at a reasonable cost or to obtain adequate insurance coverage to satisfy any liability that may arise. Product liability claims could delay or prevent completion of our clinical development programs. In addition, claims made by patients, healthcare professionals or others might not be fully covered by product liability insurance and could result in investigations of the safety of our products or product candidates or may result in recalls. If a successful product liability claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities, our assets may not be sufficient to cover such claims and our business, financial condition and results of operations would be adversely affected.

Risk Factors Related to Other Government Regulations

Failure to comply with anti-corruption laws and regulations, anti-money laundering laws and regulations, economic sanctions and/or export control regulations and other laws governing our operations such as in relation to sustainability could have an adverse impact on our business.

We are or may become subject to various laws and regulations regarding anti-corruption, anti-money laundering, economic sanctions, investment restrictions, anti-fraud and export control regulations issued by multiple

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jurisdictions. These include the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977, as amended, which prohibits, among other things, payments, offers, or promises made for the purpose of improperly influencing any act or decision of a foreign official. The nature of our business means that we engage in significant interactions with foreign officials. We are also subject to economic sanctions and export control rules and regulations imposed by, amongst others, the U.S. Department of the Treasury’s Office of Foreign Assets Control, other agencies of the U.S. government, HM Treasury and other agencies of the UK government, the EU, and the United Nations. Any change in export or import regulations, economic sanctions regulations or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could decrease our ability to manufacture, import, export or sell our products internationally. Any limitation on our ability to manufacture, import, export or sell our products could adversely affect our business.

We adopted an Anti-Bribery and Anti-Corruption Policy on December 6, 2024 and we intend to establish further policies and procedures to ensure compliance with such rules and regulations. The creation, implementation and maintenance of international business practices compliance programs is costly and such programs are difficult to enforce, particularly where reliance on third parties is required. There can be no assurance that our policies and procedures will be followed at all times or will effectively detect and/or prevent violations of applicable compliance regimes by our employees, directors, consultants, contractors, agents and partners. As a result, in the event of non-compliance, we could be subject to substantial civil or criminal penalties, including economic sanctions against us, incarceration for responsible employees and managers, the possible loss of export or import privileges, reputational harm, and resulting loss of revenue and profits, which could have a material adverse impact on our business, financial conditions and operations.

Moreover, a growing number of investors, regulators, self-regulatory organizations and other stakeholders have expressed an interest in setting Environmental, Social and Governance, or ESG, goals and requiring the provision of new and more robust disclosure of steps taken to implement such goals. On March 6, 2024, the SEC adopted final rules aimed at enhancing and standardizing climate-related disclosures relating to climate-related risks, Scope 1 and Scope 2 greenhouse gas emissions and climate-related financial metrics, or the SEC Climate Rules. On March 27, 2025, the SEC voted to end its defense of the SEC Climate Rules. There is potential for the SEC to revisit adopting similar climate related disclosure rules in the future.

In response to new ESG initiatives and regulations we may voluntarily elect, or be required, to adopt strategies, policies, or procedures related to ESG matters. Reporting on ESG goals and objectives may cause us to expend capital and human resources, and could divert management’s attention from central operational matters. Reports could also lead to the disclosure of information that which may have a negative impact on our operations and reputation which may lead to additional exposure. Failure to accurately comply with any ESG reporting obligations may result in enforcement actions, sanctions, reputational harm or private litigation.

We may become exposed to liability and substantial expenses in connection with environmental compliance or remediation activities.

Our operations, including our research, development, testing and third-party manufacturing activities, are subject to numerous environmental, health and safety laws and regulations and for which we may become liable. If we or one of our contract manufacturing organizations, or CMOs, manufacturers fail to comply with such laws and regulations, such failure could result in substantial fines, penalties or other sanctions which could also bring significant reputational loss to our business.

We face a risk of environmental liability inherent in our current and historical activities, including liability relating to releases of our exposure to hazardous or biological materials. Furthermore, environmental, health and safety laws and regulations are becoming more stringent. Both us and our CMOs and any licensees may be required to incur substantial expenses in connection with future environmental compliance or remediation activities, in which case, our production and development efforts may be interrupted or delayed, and our financial condition and results of operations may be materially adversely affected.

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Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade, or regulatory developments, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. In 2017, the U.S. Congress and the Trump administration made substantial changes to U.S. policies, which included comprehensive corporate and individual tax reform. In addition, the Trump administration called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy. Since the start of the Trump administration in 2025, U.S. policy changes have been implemented at a rapid pace and additional changes are likely. Changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law. The OBBBA includes significant changes to the U.S. tax code, including restoration of immediate recognition of domestic research and development expenditures and reinstatement of 100% bonus depreciation for qualifying property. Future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations. The U.S. and E.U. recently agreed on a 15% blanket tariff on most E.U. goods imported to the U.S. Before the U.S. and E.U. agreed on 15%, the Trump administration was proposing a 30% blanket tariff on most E.U. goods. The Trump administration has threatened to continue to broadly impose tariffs and increase existing tariffs, which could lead to corresponding punitive actions by the countries with which the U.S. trades. Historically, tariffs have led to increased trade and political tensions. In response to tariffs, other countries have implemented or threatened to implement retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

Healthcare legislative reform measures may have a material adverse effect on our business and results of operations.

On April 15, 2025, the Trump Administration published Executive Order 14273, “Lowering Drug Prices by Once Again Putting Americans First,” which generally directs the federal government to take measures to reduce drug prices, including eliminating the so-called “pill penalty” under the Inflation Reduction Act that creates a distinction between small molecule and large molecule products for purposes of determining when a drug may be eligible for drug price negotiation. On May 12, 2025, the Trump Administration published Executive Order 14297, “Delivering Most-Favored-Nation Prescription Drug Pricing to American Patients” which generally, among other things, directs the federal government to establish and communicate most-favored-nation price targets to pharmaceutical manufacturers to bring prices for American patients in line with comparably developed nations. Further, the Executive Order directs the federal government to support regulatory paths to allow direct to-patient sales for companies that meet these targets. It also states that the Administration will take additional aggressive action (for example, examining whether marketing approvals should be modified or rescinded or opening the door for individual drug importation waivers) should manufacturers fail to offer American consumers the most-favored-nation lowest price. It also directs the Secretary of Commerce and the U.S. Trade Representative to “take all necessary and appropriate action to ensure foreign countries are not engaged in any act, policy, or practice that may be unreasonable or discriminatory or that may impair United States national security, including by suppressing the price of pharmaceutical products below fair market value in foreign countries.” Notably, a similar “Most Favored Nation” pricing rule enacted under the first Trump Administration was subject to an

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injunction resulting from judicial challenges to the rule, which was formally rescinded by the former Biden Administration in August 2021.

Our revenue prospects could be affected by changes in healthcare spending and policy in the United States and abroad. We operate in a highly regulated industry and new laws, regulations or judicial decisions, or new interpretations of existing laws, regulations or decisions, related to healthcare availability, the method of delivery or payment for healthcare products and services could negatively impact our business, operations and financial condition.

Risks related to our reliance on third parties

We do not have the ability to conduct all aspects of our preclinical testing or clinical trials ourselves. As a result, we are, and expect to remain, dependent on third parties to conduct our ongoing and planned preclinical activities and clinical trials of our product candidates, and any future preclinical activities and clinical trials of any other product candidates. The timing of the initiation and completion of these trials will therefore be partially controlled by such third parties and may result in delays to our development programs. Specifically, we expect CROs, clinical investigators, and consultants to play a significant role in the conduct of these trials and the subsequent collection and analysis of data. For example, we have had to repeat preclinical studies due to lack of reliability of data collection, resulting in delays in our preclinical studies. We cannot assure you that we will not experience additional delays in the future or that we will be able to control all aspects of our CROs’ activities. Nevertheless, we are responsible for ensuring that each clinical trial is conducted in accordance with the applicable protocol and legal, regulatory and scientific standards, and our reliance on the CROs and other third parties does not relieve us of our regulatory responsibilities. We and our CROs are required to comply with GCP requirements, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for all of our product candidates in clinical development. Regulatory authorities enforce these GCP requirements through periodic inspections of trial sponsors, clinical trial investigators and clinical trial sites. If we or any of our CROs, preclinical trial sites or clinical trial sites fail to comply with applicable good laboratory practice, or GLP, or good clinical practice, or GCP, requirements, the data generated in our preclinical and clinical trials may be deemed unreliable, and the FDA or comparable foreign regulatory authorities may require us to perform additional preclinical or clinical trials. In addition, our clinical trials must be conducted with product candidates produced under cGMP regulations. Our failure to comply with these regulations may require us to stop and/or repeat clinical trials, which would delay the marketing approval process.

There is no guarantee that any such CROs, clinical trial investigators or other third parties on which we rely will devote adequate time and resources to our development activities or perform as contractually required. Demand for CROs and their resources and services has increased in recent years, which has impacted performance timelines. Furthermore, there are shortages in the supply of materials and animal availability for nonclinical testing. This has led us to experience increased competition for CRO services, including scheduling nonclinical studies and delays in study reporting, which could impact development timelines.

If any of these third parties fails to meet expected deadlines, adhere to our clinical protocols or meet regulatory requirements, otherwise performs in a substandard manner, or terminates its engagement with us, the timelines for our development programs may be extended or delayed or our development activities may be suspended or terminated. If one of our clinical trial sites terminates for any reason, we may experience the loss of follow-up information on subjects enrolled in such clinical trial unless we are able to transfer those subjects to another qualified clinical trial site, which may be difficult or impossible. If we need to enter into alternative arrangements or if we need to change a CRO for an ongoing clinical trial, which we have done in the past, we might experience delays in our clinical development activities. In addition, clinical trial investigators for our clinical trial may serve as scientific advisors or consultants to us from time to time and may receive cash or equity compensation in

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connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, or the FDA or comparable foreign regulatory authorities conclude that the financial relationship may have affected the interpretation of the trial, the integrity of the data generated at the applicable clinical trial site may be questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay or rejection of any marketing application we submit by the FDA or any comparable foreign regulatory authority. Any such delay or rejection could prevent us from commercializing our product candidates.

Furthermore, these third parties may also have relationships with other entities, some of which may be our competitors for whom they may also be conducting clinical trials or other drug development activities that could harm our competitive position. If conflicts arise between these third parties and us, the other party may act in a manner adverse to us and could limit our ability to implement our strategies. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials in accordance with regulatory requirements or our stated protocols, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize our products.

Our supply of product for our preclinical studies and clinical trials is dependent upon relationships with third- party manufacturers and suppliers.

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We currently rely, and expect to continue to rely, on contract development and manufacturing organizations, or CDMOs, for the manufacture and supply of the active pharmaceutical ingredients, or APIs, of ontunisertib, AGMB-447, and our other product candidates for preclinical studies and clinical trials, as well as for the commercial manufacture and supply of our product candidates, if approved.

We cannot assure you that we will successfully manufacture any product candidate we may develop, either independently or under manufacturing arrangements, if any, with our third-party CDMOs. We have in the past and may in the future experience manufacturing delays from our CDMOs. Moreover, if our CDMOs should cease doing business with us or experience delays, shortages of supply or excessive demands on their capacity, we may not be able to obtain adequate quantities of product in a timely manner, or at all.

If we are not able to continue to operate our business relationships in a manner that is sufficiently profitable for us and our suppliers, certain members of our supply chain could compete with us through supply to competitors, such as generic drug companies, through breach of our agreements or otherwise.

Even if we are able to establish and maintain arrangements with third-party manufacturers, reliance on third-party manufacturers entails additional risks, including:

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the failure of the third-party manufacturer to comply with applicable regulatory requirements and reliance on third-parties for manufacturing process development, regulatory compliance and quality assurance;

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manufacturing delays if our third-party manufacturers give greater priority to the supply of other products over our product candidates or otherwise do not satisfactorily perform according to the terms of the agreement between us;

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limitations on supply availability resulting from capacity and scheduling constraints of third parties;

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the possible breach of manufacturing agreements by third-parties because of factors beyond our control;

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the possible termination or non-renewal of the manufacturing agreements by the third-party, at a time that is costly or inconvenient to us;

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the possible negative reputational impact on us of a decline in the reputation of our third-party manufacturers and suppliers; and

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the possible misappropriation of our proprietary information, including our trade secrets and know-how.

Any manufacturing problem, natural or manmade disaster affecting manufacturing facilities, government action, or the loss of a CDMO could be disruptive to our operations. Any reliance on suppliers may involve several

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risks, including a potential inability to obtain critical materials and reduced control over production costs, delivery schedules, reliability and quality. Any unanticipated disruption to future CDMOs caused by problems at suppliers could delay shipment of products and increase our cost of goods sold. If our suppliers were unable to supply us with adequate volumes of API, it would have a material adverse effect on our ability to continue to conduct preclinical studies and clinical trials of our product candidates.

There can be no guarantee that current suppliers and future suppliers with which we have contracted to encapsulate API will be continually qualified to manufacture the product to our specifications or that current and any future suppliers will have the manufacturing capacity to meet anticipated demand for our products.

Furthermore, if any CDMO with whom we contract fails to perform its obligations, we may be forced to manufacture the materials ourselves, for which we may not have the capabilities or resources, or enter into an agreement with a different CDMO, which we may not be able to do on reasonable terms, if at all. In either scenario, our clinical trial supply could be delayed significantly as we establish alternative supply sources. In some cases, the technical skills required to manufacture our product candidates may be unique or proprietary to the original CDMO and we may have difficulty, or there may be contractual restrictions prohibiting us from, transferring such skills to a back-up or alternate supplier, or we may be unable to transfer such skills at all. In addition, if we are required to change CDMOs for any reason, we will be required to verify that the new CDMO maintains facilities and procedures that comply with quality standards and with all applicable regulations. We will also need to verify, such as through a manufacturing comparability study, that any new manufacturing process will produce our product candidate according to the specifications previously submitted to the FDA or another regulatory authority. The delays associated with the verification of a new CDMO could negatively affect our ability to develop product candidates or commercialize our products in a timely manner or within budget.

We intend to deliver AGMB-447 via a drug delivery device that will have its own regulatory, development, supply and other risks.

We intend to deliver AGMB-447 via a drug delivery device, a nebulizer, and there may be unforeseen technical complications related to the development activities required to bring such a product to market, including container compatibility and/or dose volume requirements. AGMB-447 and any of our future product candidates which may be delivered via drug delivery devices may not be approved or may be substantially delayed in receiving approval if the devices do not gain and/or maintain their own regulatory approvals or clearances. Where approval of the drug product and device is sought under a single application, the increased complexity of the review process may delay approval. In addition, there are a limited number of unaffiliated third party-companies that supply drug delivery devices we intend to use for AGMB-447. We may seek to obtain licenses from third parties for the intellectual property of drug delivery devices for AGMB-447 or any of our future product candidates that utilize a drug delivery device, and we cannot guarantee that we will reach preferable commercial terms for such licenses. We expect we will be dependent on the sustained cooperation and effort of those third-party companies both to supply the devices and, in some cases, to conduct the studies required for approval or other regulatory clearance of the devices, and if received, we expect we will be dependent on those third-party companies continuing to maintain such approvals or clearances. Failure of third-party companies to supply the devices, to successfully complete studies on the device for AGMB-447 or for any future devices we may utilize for any of our product candidate in a timely manner, or to obtain or maintain required approvals or clearances of the devices could result in increased development costs, delays in or failure to obtain regulatory approval, and delays in our product candidates reaching the market initially and/or expanding to new indications.

Risks related to our intellectual property

Our commercial success depends, in large part, on our ability to obtain and maintain intellectual property rights protection through patents, trademarks, and trade secrets in the United States and other countries with respect to

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our technology and product candidates, as well as our ability to operate without infringing, misappropriating or otherwise violating the proprietary rights of others. If we do not adequately protect our intellectual property rights, competitors or other third parties may be able to erode, negate or preempt any competitive advantage we may have, which could harm our business and ability to achieve profitability. To protect our proprietary position, we have filed patent applications and may file other patent applications in the United States or abroad related to our product candidates that are important to our business; we may also license or purchase patents or patent applications filed by others. The patent application process is expensive, time-consuming and complex. We may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. Our patent portfolio directed to the AGMB-101, ontunisertib and AGMB-447 product candidates is at an early stage. Although we have pending patent applications, we currently have no issued patents for AGMB-447 in the United States and only one issued patent in the United States for ontunisertib (AGMB-129). There is no assurance that our patent applications will issue as patents or, if issued, will afford sufficient protection of our product candidates or their intended uses against competitors, nor can there be any assurance that the patents issued will not be infringed, designed around, invalidated by third parties or provide any commercial or competitive advantage.

We may not be able to obtain patents on certain inventions if those inventions are publicly disclosed prior to our filing a patent application covering them. We enter into nondisclosure and confidentiality agreements with parties, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors and other third parties who have access to confidential information, including confidential information regarding inventions not yet disclosed in patent applications. We cannot guarantee that any of these parties will not breach these confidentiality agreements and publicly disclose any of our inventions before a patent application is filed covering such inventions. If such confidential information is publicly disclosed, we may not be able to successfully patent it and consequently, we may not be able to prevent third parties from using such inventions.

Composition of matter patents for pharmaceutical and biological product candidates can provide a strong form of intellectual property protection for those types of products, as such patents provide protection without regard to any method of use. However, we cannot be certain that the claims in our pending patent applications directed to the composition of matter of our product candidates will be considered patentable by the United States Patent and Trademark Office, or USPTO, or by patent offices in foreign countries, or that the claims in any of the issued patents we may own will be considered valid and enforceable by courts in the United States or foreign countries. Method of use patents protect the use of a product for the specified method. This type of patent does not prevent a competitor from making and marketing a product that is identical to our product for an indication that is outside the scope of the patented method. Moreover, even if competitors do not actively promote their product for our targeted indications, physicians may prescribe such products “off-label.” Although off-label prescriptions may infringe or contribute to the infringement of method of use patents, the practice is common and such infringement is difficult to prevent or prosecute.

If the scope of the patent protection we obtain is not sufficiently broad, we may not be able to prevent others from developing and commercializing technology and products similar or identical to ours. The degree of patent protection we require to successfully compete in the marketplace may be unavailable or severely limited in some cases and may not adequately protect our rights or permit us to gain or keep any competitive advantage. We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our product candidates or otherwise provide any competitive advantage. Other parties have developed or may develop technologies that may be related to or competitive with our approach, and may have filed or may file patent applications and may have been issued or may be issued patents with claims that overlap or conflict with our patent portfolio, either by claiming the same compounds, formulations or methods or by claiming subject matter that could dominate our patent position. We may not be aware of all third-party intellectual property rights potentially relating to our product candidates. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Furthermore, patents have a limited lifespan. In the United States, the natural expiration of a patent is generally twenty years after it is filed. Various extensions may be available; however, the

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life of a patent, and the protection it affords, is limited. Given the amount of time required for the development, testing and regulatory review of product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. As a result, our patent portfolio may not provide us with adequate and continuing patent protection sufficient to exclude others from commercializing products similar or identical to ours.

Even if they are unchallenged, our patents and pending patent applications, if issued, may not provide us with any meaningful protection or prevent competitors from designing around our patent claims to circumvent our patent portfolio by developing similar or alternative product candidates in a non-infringing manner. For example, a third party may develop a product candidate that provides benefits similar to one of our product candidates but falls outside the scope of our patent protection. If the patent protection provided by the patent and patent applications we hold or pursue with respect to such product candidate is not sufficiently broad to impede such competition, our ability to successfully commercialize our product candidate could be negatively affected, which would harm our business.

We, or any future partners, collaborators, or licensees, may fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection on them. Therefore, we may miss potential opportunities to strengthen our patent position.

It is possible that defects of form in the preparation or filing of our patent portfolio may exist, or may arise in the future, for example with respect to proper priority claims, inventorship, foreign filing licenses, claim scope, or requests for patent term adjustments or extensions. If we or our partners, collaborators or licensors, whether current or future, fail to establish, maintain or protect such patents and other intellectual property rights, such rights may be reduced or eliminated. If there are material defects in the form, preparation, prosecution or enforcement of our patent portfolio, such patents may be invalid and/or unenforceable, and such applications may never result in valid, enforceable patents. Periodic maintenance fees, renewal fees, annuity fees and various other government fees on patents and/or applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and patent applications. The USPTO and various non-U.S. government patent agencies require compliance with several procedural, documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can, in many cases, be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliant events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.

Pending patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless and until a patent issues from such applications. Assuming the other requirements for patentability are met, currently, the first to file a patent application is generally entitled to the patent. However, publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to file for patent protection of such inventions.

Moreover, because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, our current or future patents may be challenged in the courts or patent offices in the United States and abroad. There is no assurance that all the potentially relevant prior art relating to our patent portfolio has been found. If such prior art exists, it may be used to invalidate a patent, or may prevent a patent from issuing from a pending patent application. For example, such patent filings may be subject to a third-party submission of prior art to the USPTO, or to other patent offices around the world. Alternately or additionally, we may become involved in post-grant review, derivation, interference, ex parte reexamination, or inter partes review proceedings before the USPTO or challenges in district court in the United States, or similar proceedings in various foreign jurisdictions, including both national and regional jurisdictions, challenging patents or patent applications in which we have

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rights, including patents on which we rely to protect our business. An adverse determination in any such challenges may result in loss of the patent or claims in the patent portfolio being narrowed, invalidated or held unenforceable, in whole or in part, or in denial of the patent application or loss or reduction in the scope of one or more claims of the patent portfolio, any of which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and products. Such challenges also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and results of operations.

The patent position of biotechnology and pharmaceutical companies carries uncertainty and has, in recent years, been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are characterized by uncertainty. Our pending and future patent applications may not result in patents being issued that protect our business, in whole or in part, or which effectively prevent others from commercializing competitive products. Further, changes in either the patent laws or interpretation of the patent laws in the United States and other countries also may diminish the value of our patent rights or narrow the scope of our patent protection. If these developments were to occur, they could have a material adverse effect on our ability to generate revenue. In addition, the laws of foreign countries may not protect our rights to the same extent or in the same manner as the laws of the United States. For example, patent laws in various jurisdictions, including jurisdictions covering significant commercial markets, such as the European Patent Office, China, and Japan, restrict the patentability of methods of treatment of the human body more than United States law does.

The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our future development partners will be successful in protecting our product candidates by obtaining and defending patents. These risks and uncertainties include the following:

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the USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process. There are situations in which noncompliance, whether intentional or not, can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case;

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patent applications may not result in any patents being issued;

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patents that have been issued or may be issued in the future may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive advantage;

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our competitors, many of whom have substantially greater resources and many of whom have made significant investments in competing technologies, may seek or may have already obtained patents that will limit, interfere with or eliminate our ability to make, use, and sell our product candidates, if approved;

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there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide health concerns;

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countries other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing products; and

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countries other than the United States may, under certain circumstances, force us to grant a license under our patent rights to a competitor, thus allowing the competitor to compete with us in that jurisdiction or forcing us to lower the price of our drug in that jurisdiction.

Our issued patents may not provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patent rights by developing similar or alternative technologies or products in a non-infringing manner. Our competitors may also seek approval to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend or assert our patent rights, or both, including by filing

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lawsuits alleging patent infringement. In any of these types of proceedings, a court or other agency with jurisdiction may find our current or future patents invalid or unenforceable, or that our competitors do not infringe such patents. Thus, even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives.

It is difficult and costly to protect our intellectual property and our proprietary technologies, and we may not be able to ensure their protection.

Our commercial success will depend in part on obtaining and maintaining patent protection and trade secret protection for our product candidates, as well as on successfully defending these patents against potential third-party challenges. Our ability to protect our product candidates from unauthorized making, using, selling, offering to sell or importing by third parties is dependent on the extent to which we have rights under valid and enforceable patents that cover these activities.

The patent positions of pharmaceutical, biotechnology and other life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved and have in recent years been the subject of much litigation. Changes in either the patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property. Over the past decade, U.S. federal courts have increasingly invalidated pharmaceutical and biotechnology patents during litigation often based on changing interpretations of patent law. Further, the determination that a patent application or patent claim meets all the requirements for patentability is a subjective determination based on the application of law and jurisprudence. The ultimate determination by the USPTO or by a court or other trier of fact in the United States, or corresponding foreign national patent offices or courts, on whether a claim meets all requirements of patentability cannot be assured. Although we have conducted searches for third-party publications, patents and other information that may affect the patentability of claims in our patent portfolio, we cannot be certain that all relevant information has been identified. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patent portfolio.

Our pending patent applications relating to ontunisertib and our AGMB-447 product candidate are at an early stage of prosecution and although we have pending patent applications, we currently have no issued patents for AGMB-447 in the United States and only one issued patent in the United States for ontunisertib. We cannot provide assurances that any of these patents or patent applications will be found to be patentable, including over our own prior art publications or patent literature, or that pending patent applications will issue as patents. The patent protection that the USPTO or European Patent Office may grant with respect to antibodies, such as the antibody in our AGMB-101 program, is also uncertain. Furthermore, we cannot make assurances as to the scope of any claims that may issue from our pending and future patent applications nor to the outcome of any proceedings by any potential third parties that could challenge the patentability, validity or enforceability of our patent portfolio in the United States or foreign jurisdictions. Any such challenge, if successful, could limit patent protection for our product candidates and/or materially harm our business.

In addition to challenges during litigation, third parties can challenge the validity of our current or future patents in the United States using post-grant review and inter partes review proceedings, which some third parties have been using to cause the cancellation of selected or all claims of issued patents of competitors. For a patent filed March 16, 2013 or later, a petition for post-grant review can be filed by a third party in a nine-month window from issuance of the patent. A petition for inter partes review can be filed immediately following the issuance of a patent if the patent has an effective filing date prior to March 16, 2013. A petition for inter partes review can be filed after the nine-month period for filing a post-grant review petition has expired for a patent with an effective filing date of March 16, 2013 or later. Post-grant review proceedings can be brought on any ground of invalidity, whereas inter partes review proceedings can only raise an invalidity challenge based on published prior art and patents. These adversarial actions at the USPTO review patent claims without the presumption of validity afforded to U.S. patents in lawsuits in U.S. federal courts and use a lower burden of proof than used in litigation in U.S. federal courts. Therefore, it is generally considered easier for a competitor or third party to have a U.S. patent invalidated in a USPTO post-grant review or inter partes review proceeding than invalidated in a litigation in a U.S. federal court. If any of our current or future patents are challenged by a third party in such a USPTO

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proceeding, there is no guarantee that we will be successful in defending the patent, which may result in a loss of the challenged patent right to us.

Our existing patents and any future patents we obtain or license may not be sufficiently broad to prevent others from using our technology or from developing competing products and technologies. For example, we do not own or license any composition of matter patents in the United States claiming the compound of AGMB-447. Any failure to obtain or maintain patent protection with respect to ontunisertib, AGMB-447 and our other product candidates could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

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we may not be able to generate sufficient data to support full patent applications that protect the entire breadth of developments in one or more of our programs;

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it is possible that one or more of our pending patent applications will not become an issued patent or, if issued, that the patent claims will not have sufficient scope to protect our technology, provide us with commercially viable patent protection or provide us with any competitive advantages;

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our current and future patents may be challenged by third parties as invalid or unenforceable under United States or foreign laws;

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we may not successfully commercialize our product candidates, if approved, before our relevant patents expire;

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we may not be the first to file patent applications for the inventions covered by our patent portfolio; or

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we may not develop additional proprietary technologies that are separately patentable.

In addition, to the extent that we are unable to obtain and maintain patent protection for our product candidates, or in the event that such patent protection expires, it may no longer be cost-effective to extend our portfolio by pursuing additional development of any of our product candidates for follow-on indications.

Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. The patent term of a U.S. patent may be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the USPTO in granting a patent, or may be shortened if a patent is terminally disclaimed over another earlier-filed patent having an earlier expiration date.

Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Given the amount of time required for the development, testing and regulatory review of product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. As a result, our patent portfolio may not provide us with adequate and continuing patent protection sufficient to exclude others from commercializing products similar or identical to ours.

In the United States, the Drug Price Competition and Patent Term Restoration Act of 1984 permits a Patent Term Extension, or PTE, of up to five years beyond the normal expiration of the patent to compensate patent owners for loss of enforceable patent term due to the lengthy regulatory approval process. A PTE grant cannot extend the remaining term of a patent beyond a total of 14 years from the date of the product approval. Further, PTE may only be applied once per product, and only with respect to an approved indication—in other words, only one patent (for example, covering the product itself, an approved use of said product, or a method of manufacturing said product) can be extended by PTE. Moreover, the scope of protection during the period of the PTE does not extend to the full scope of the claim, but instead only to the scope of the product as approved. We anticipate applying

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for PTE in the United States. Similar extensions may be available in other countries where we are prosecuting patents and we likewise anticipate applying for such extensions.

The granting of such patent term extensions is not guaranteed and is subject to numerous requirements. We might not be granted an extension because of, for example, failure to apply within applicable periods, failure to apply prior to the expiration of relevant patents, failure to exercise due diligence during the testing phase or regulatory review process or any other failure to satisfy any of the numerous applicable requirements. Moreover, the applicable authorities, including the FDA and the USPTO in the United States, and any equivalent regulatory authority in other countries, may not agree with our assessment of whether such extensions are available, and may refuse to grant extensions to any of our patents, or may grant more limited extensions than we request. If this occurs, our competitors may be able to obtain approval of competing products following our patent expiration by referencing our clinical and preclinical data and launch their product earlier than might otherwise be the case. If this were to occur, it could have a material adverse effect on our ability to generate revenue.

Changes in the interpretation of patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.

The U.S. Congress is responsible for passing laws establishing patentability standards. As with any laws, implementation is left to federal agencies and the federal courts based on their interpretations of the laws. Interpretation of patent standards can vary significantly within the USPTO, and across the various federal courts, including the U.S. Supreme Court. The Supreme Court has ruled on several patent cases, generally limiting the types of inventions that can be patented. Further, there are open questions regarding interpretation of patentability standards that the Supreme Court has yet to decisively address. Absent clear guidance from the Supreme Court, the USPTO has become increasingly conservative in its interpretation of patent laws and standards.

In addition to increasing uncertainty with regard to our ability to obtain patents in the future, the legal landscape in the U.S. and other countries has created uncertainty with respect to the value of patents. Depending on any actions by Congress, and future decisions by the lower federal courts and the U.S. Supreme Court, along with interpretations by the USPTO, the laws and regulations governing U.S. patents could change in unpredictable ways and could weaken our ability to obtain or to enforce our U.S. patents. Depending on future actions by the relevant law-making bodies in foreign jurisdictions, the laws and regulations governing foreign patents could also change in unpredictable ways and could weaken our ability to obtain new foreign patents or to enforce our foreign patents.

Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act, or the Leahy-Smith Act, signed into law on September 16, 2011, created certain uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. The Leahy-Smith Act included a number of significant changes to U.S. patent law. These included provisions that affect the way patent applications are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents, including allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, such as post-grant review, inter partes review, and derivation proceedings. Further, because of a lower evidentiary standard in these USPTO post-grant proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Thus, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Under the Leahy-Smith Act, the United States transitioned to a first inventor to file system in which, assuming that the other statutory requirements are met, the first inventor to file a patent application will be entitled to the

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patent on an invention regardless of whether this inventor was the first to invent the claimed invention. As a result, a third party that files a patent application in the USPTO after March 16, 2013, but before we file an application covering the same invention, could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing until publication or issuance, we cannot be certain that we were the first to file any patent application related to our product candidates and other proprietary technologies we may develop. Even where we have a valid and enforceable patent, we may not be able to exclude others from practicing the claimed invention where the other party can show that they used the invention in commerce before our filing date. Accordingly, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Depending on future actions by the U.S. Congress, the U.S. courts, the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain or to enforce our current or future U.S. patents. The U.S. Supreme Court has ruled on several patent cases in recent years; these cases often narrow the scope of patent protection available to inventions in the biotechnology and pharmaceutical spaces. For example, in Amgen Inc. v. Sanofi, the U.S. Supreme Court held that certain of Amgen’s patent claims defined a class of antibodies by their function of binding to a particular antigen. The U.S. Supreme Court further wrote that because the patent claims defined the claimed class of antibodies only by their function of binding to a particular antigen, a skilled artisan would have to use significant trial and error to identify and make all of the molecules in that class. The U.S. Supreme Court ultimately held that Amgen failed to properly enable its patent claims. In 2023, the Federal Circuit issued a decision in In re Cellect, LLC involving the interaction of patent term adjustment, or PTA, terminal disclaimers, and obviousness-type double patenting which may affect the patent term of any issued patents that rely on any PTA.

Further, a new court system recently became operational in the EU. The Unified Patent Court, or UPC, began accepting patent cases on June 1, 2023. The UPC is a common patent court with jurisdiction over patent infringement and revocation proceedings effective for multiple member states of the EU. The broad geographic reach of the UPC could enable third parties to seek revocation of any of the European patents we may own in the future in a single proceeding at the UPC rather than through multiple proceedings in each of the individual EU Member States in which the European patent is validated. Under the UPC, a successful revocation proceeding for a European Patent under the UPC would result in loss of patent protection in those EU countries. Accordingly, a single proceeding under the UPC could result in the partial or complete loss of patent protection in numerous EU countries. Such a loss of patent protection could have a material adverse impact on our business and our ability to commercialize our technology and product candidates and, resultantly, on our business, financial condition, prospects and results of operations. Moreover, the controlling laws and regulations of the UPC will develop over time and we cannot predict what the outcomes of cases tried before the UPC will be. The case law of the UPC may adversely affect our ability to enforce or defend the validity of such future European patents. Patent owners presently have the option to opt-out their European Patents from the jurisdiction of the UPC, defaulting to pre-UPC enforcement mechanisms. We may elect to opt out certain future European patents from the UPC. However, if certain formalities and requirements are not met, our future European patents could be subject to the jurisdiction of the UPC. We cannot be certain that such European patents will avoid falling under the jurisdiction of the UPC, if we decide to opt out of the UPC. Furthermore, the ability of patent owners to opt out their European patents from the jurisdiction of the UPC may be curtailed in the future and, if this were to happen, this could expose our European patents to the risks of the UPC system.

We may not be able to seek or obtain patent protection throughout the world or enforce such patent protection once obtained.

Filing, prosecuting, enforcing, and defending patents protecting our product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the

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United States can be less extensive than those in the United States. The requirements for patentability may differ in certain countries, particularly in developing countries; thus, even in countries where we do pursue patent protection, there can be no assurance that any patents will issue with claims that cover our products.

Moreover, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws. Additionally, laws of some countries outside of the United States and Europe do not afford intellectual property protection to the same extent as the laws of the United States and Europe. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement of our patents or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in certain countries outside the United States and Europe or from selling or importing products made from our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop and market their own products and, further, may export otherwise infringing products to territories where we have patent protection, if our ability to enforce our patents to stop infringing activities is inadequate. These products may compete with our products, and our patent rights or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Proceedings to enforce our patent rights, whether successful or not, could result in substantial costs and divert our efforts and resources from other aspects of our business. Further, such proceedings could put our patents at risk of being invalidated, held unenforceable or interpreted narrowly; put our pending patent applications at risk of not issuing; and provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Furthermore, while we intend to protect our intellectual property rights in major markets for our products, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our products, if approved. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate.

Geopolitical actions in the United States and in foreign countries could increase the uncertainties and costs surrounding the prosecution or maintenance of our patent applications and the maintenance, enforcement or defense of our issued patents. For example, further to the United States and foreign government actions related to Russia’s invasion of Ukraine, the Kremlin issued Decree 299 stating that Russian companies and individuals can use patented inventions without the owner’s permission or compensation, if the patent is held by owners from “unfriendly countries,” which include Belgium and Spain. As a result, we would not be able to enforce our otherwise valid patent rights against an infringer in Russia.

Further, the standards applied by the USPTO and foreign patent offices in granting patents are not always applied uniformly or predictably. As such, we do not know the degree of future protection that we will have on our technologies, products and product candidates. While we will endeavor to try to protect our technologies, products and product candidates with intellectual property rights such as patents, as appropriate, the process of obtaining patents is time consuming, expensive and unpredictable.

In order to protect our competitive position around our product candidates, we may become involved in lawsuits to enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful and which may result in our patents being found invalid or unenforceable.

Competitors may seek to commercialize competitive products to our product candidates. In order to protect our competitive position, we may become involved in lawsuits asserting infringement of patent rights, or misappropriation or other violations of other of our intellectual property rights. Litigation is expensive and time consuming and would likely divert the time and attention of our management and scientific personnel. There can be no assurance that we will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the

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monetary cost of such litigation and the diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings.

If we file a patent infringement lawsuit against a perceived infringer, such a lawsuit could provoke the defendant to counterclaim that we infringe their patents and/or that our patents are invalid and/or unenforceable. In patent litigation in the United States, it is commonplace for a defendant to counterclaim alleging invalidity and/or unenforceability. In any patent litigation there is a risk that a court will decide that the asserted patents are invalid or unenforceable, in whole or in part, and that we do not have the right to stop the defendant from using the invention at issue. With respect to a counterclaim of invalidity, we cannot be certain that there is no invalidating prior art of which we and the patent examiner were unaware during prosecution. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent claims narrowly or decide that we do not have the right to stop the other party from using the invention at issue on the grounds that our patent claims do not cover the invention. If any of our patents are found invalid or unenforceable, or construed narrowly, our ability to stop the other party from launching a competitive product would be materially impaired. Further, such adverse outcomes could limit our ability to assert those patents against future competitors. Loss of patent protection would have a material adverse impact on our business.

Even if we establish infringement of any of our patent rights by a competitive product, a court may decide not to grant an injunction against further infringing activity, thus allowing the competitive product to continue to be marketed by the competitor. It is difficult to obtain an injunction in U.S. litigation and a court could decide that the competitor should instead pay us a “reasonable royalty” as determined by the court, and/or other monetary damages. A reasonable royalty or other monetary damages may or may not be an adequate remedy. Loss of exclusivity and/or competition from a related product would have a material adverse impact on our business.

Litigation often involves significant amounts of public disclosures. Such disclosures could have a materially adverse impact on our competitive position or our stock prices. During U.S. litigation we would be required to produce voluminous records related to our patent rights and our research and development activities in a process called discovery. The discovery process may result in the disclosure of some of our confidential information. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could adversely affect the price of our common shares.

Litigation is inherently expensive, and the outcome is often uncertain. Any litigation likely would substantially increase our operating costs and reduce our resources available for development activities. Further, we may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. As a result, we may conclude that even if a competitor is infringing our patents, the risk-adjusted cost of bringing and enforcing such a claim or action may be too high or not in the best interest of our company or our stockholders. In such cases, we may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non-litigious action or solution.

If in the future, we in-license any patent rights, we may not have the right to file a lawsuit for infringement and may have to rely on a licensor to enforce these rights for us. If we are unable to directly assert our licensed patent rights against infringers or if a licensor does not vigorously prosecute any infringement claims on our behalf, we may have difficulty competing in certain markets where such potential infringers conduct their business, and our commercialization efforts may suffer as a result.

Concurrently with an infringement litigation, third parties may also be able to challenge the validity of our patents before administrative bodies in the United States or abroad. Such mechanisms include re-examination, post-grant review, inter partes review, and equivalent proceedings in foreign jurisdictions, e.g., opposition proceedings. Such proceedings could result in revocation or amendment of our patents in such a way that they no longer cover our products, potentially negatively impacting any concurrent litigation.

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If we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our product candidates.

Our commercial success depends, in part, on our ability to develop, manufacture, market and sell our product candidates without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of third parties. However, our research, development and commercialization activities may be subject to claims that we infringe, misappropriate or otherwise violate patents or other intellectual property rights owned or controlled by third parties. Third parties may have U.S. and non-U.S. issued patents and pending patent applications relating to compounds, methods of manufacturing compounds and/or methods of use for the treatment of the disease indications for which we are developing our product candidates. If any third-party patents or patent applications are found to cover our product candidates, or their methods of use or manufacture, we may not be free to manufacture or market such product candidates as planned without obtaining a license, which may not be available on commercially reasonable terms, or at all.

There is a substantial amount of intellectual property litigation in the biotechnology and pharmaceutical industries, and we may become party to, or threatened with, litigation or other adversarial proceedings regarding intellectual property rights with respect to our product candidates, including patent infringement lawsuits in the United States or abroad. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the composition, use or manufacture of our product candidates. Third parties may assert infringement claims against us based on patents that they own or in-license, regardless of the merit of such patents or infringement claims. Moreover, we may face patent infringement claims from nonpracticing entities that have no relevant product revenue and against whom our patent portfolio may therefore have no deterrent effect. If our defenses to such assertions of infringement are unsuccessful, we could be liable for a court-determined reasonable royalty on our existing sales and further damages to the patent owner (or licensee), such as lost profits. Such royalties and damages could be significant. If we are found to have willfully infringed the claims of a third party’s patent, the third party could be awarded treble damages and attorney’s fees. Further, unless we obtain a license to such patent, we may be precluded from commercializing the infringing product candidate. Any of the aforementioned could have a material adverse effect on our business, financial condition, results of operations and prospects.

While we perform periodic searches for relevant patents and patent applications with respect to our product candidates, we cannot guarantee the completeness or thoroughness of any of our patent searches or analyses including, but not limited to, the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, nor can we be certain that we have identified each and every patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of any of our product candidates in any jurisdiction. Patent applications in the United States and elsewhere are typically published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Certain U.S. applications that will not be filed outside the U.S. can remain confidential until patents issue. As a result, we may be unable to identify such patents or patent applications despite our best efforts. In addition, patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that any of our product candidates may be accused of infringing. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes these patents. Accordingly, third parties may assert infringement claims against us based on intellectual property rights that exist now or arise in the future. The pharmaceutical and biotechnology industries have produced a significant number of patents, and it may not always be clear to industry participants, including us, which patents cover various types of products or methods of use or manufacture. The scope of protection afforded by a patent is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement, we would need to demonstrate that the relevant product or methods of using the product either do not infringe the patent claims of the relevant patent or that the patent claims are invalid or unenforceable, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and the time and attention of our management and scientific personnel could be diverted in

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pursuing these proceedings, which could significantly harm our business and operating results. In addition, parties making claims against us may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources, and we may not have sufficient resources to bring these actions to a successful conclusion.

If we are found to infringe, misappropriate or otherwise violate a third party’s intellectual property rights, we could be forced, including by court order, to cease developing, manufacturing or commercializing the infringing product or cease some of our business operations, which could harm our business. Alternatively, we may be required to obtain a license from such third party in order to use the infringing technology and continue developing, manufacturing or marketing the infringing product. We cannot guarantee that any such license will be available on commercially reasonable terms, if at all. Even if we are able to obtain a license to continue to manufacture or market the affected product, we may be required to pay substantial royalties or grant cross-licenses to our patent rights. Furthermore, such license could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us; alternatively or additionally it could include terms that impede or destroy our ability to compete successfully in the commercial marketplace. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

The outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance, including the demeanor and credibility of witnesses and the identity of any adverse party. This is especially true in intellectual property cases that may turn on the testimony of experts as to technical facts upon which experts may reasonably disagree. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analyst or investors perceive these results to be negative, it could adversely affect the price of our common shares. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have material adverse effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results of operations, financial condition and prospects.

Others may challenge inventorship or claim an ownership interest in our intellectual property which could expose it to litigation and have a significant adverse effect on its prospects.

We may be subject to claims that former employees, consultants, contractors, collaborators or other third parties have an interest in our patent rights or other intellectual property as an inventor or co-inventor. The failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors or the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent. Furthermore, ownership disputes may arise from alleged contributions of third parties involved in developing our product candidates and may result in joint ownership of our inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and/or ownership. Any disagreement over inventorship could force us to defend our determination of inventorship in a legal action which could result in substantial costs and be a distraction to our senior management and scientific personnel. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, license or sell, valuable intellectual property. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Although we typically require employees, consultants and contractors who may develop intellectual property on our behalf to execute agreements assigning such intellectual property to us, we may be unsuccessful in obtaining executed assignments from each party who in fact develops intellectual property that we regard as our own. Moreover, even when we obtain agreements assigning intellectual property to us, the assignment of intellectual property rights may not be self-executing or the assignment agreements may be deficient or breached. In either case, we may be forced to bring claims against third parties, or defend claims that they may bring

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against us, to determine the ownership of what we regard as our intellectual property. Any defect in our title to intellectual property we purport to own could also prevent or limit our ability to enforce such intellectual property against third parties. Furthermore, individuals executing agreements with us may have preexisting or competing obligations to a third party, such as an academic institution, and thus an agreement with us may be ineffective in perfecting ownership of inventions developed by that individual. If we are unsuccessful in obtaining assignment agreements from an employee, consultant or contractor who develops intellectual property on our behalf, the employee, consultant or contractor may later claim ownership of the invention. Any disagreement over ownership of intellectual property could result in our losing ownership, or exclusive ownership, of the contested intellectual property, paying monetary damages and/or being enjoined from clinical testing, manufacturing and marketing of the affected product candidate(s). Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.

We may be subject to claims that we have wrongfully hired an employee from a competitor or by third parties asserting that our employees or we have misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.

Many of our current and former employees, including our senior management, were previously employed at universities or at other biotechnology or pharmaceutical companies, including some which may be competitors or potential competitors. Although we take commercially reasonable steps to ensure that our employees do not use the proprietary information, know-how or trade secrets of others in their work for us, including incorporating such intellectual property into our product candidates, we may be subject to claims that we or these employees have misappropriated the intellectual property of a third party.

If we or any of our employees are accused of misappropriating the proprietary information, know-how or trade secrets of a third party, we may be forced to defend such claims in litigation. If we are found to have misappropriated the intellectual property rights of a third party, we may be forced to pay monetary damages, sustain reputational damage, lose key personnel, or lose valuable intellectual property rights. Further, it may become necessary for us to obtain a license from such third party to commercialize any of our product candidates. Such a license may not be available on commercially reasonable terms or at all. Any of the aforementioned could materially affect the commercialization of any of our product candidates. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

We may rely on trade secrets and proprietary know-how which can be difficult to trace and enforce and, if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We consider proprietary trade secrets or confidential know-how and unpatented know-how to be important to our business. We may rely on trade secrets or confidential know-how to protect our technology, especially where patent protection is believed by us to be of limited value. We expect to rely on third parties for future manufacturing of our product candidates. We also expect to collaborate with third parties on the development of our product candidates and as a result must, at times, share trade secrets or confidential know-how with our collaborators. We may also conduct joint research and development programs that may require us to share trade secrets or confidential know-how under the terms of research and development partnerships or similar agreements.

Trade secrets or confidential know-how can be difficult to maintain as confidential. To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, contractors and advisors to enter into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other similar agreements with us prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, including our trade secrets. However, current or former employees, consultants, contractors and advisers may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Additionally, we cannot provide any assurances that all such confidentiality agreements

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have been duly executed, and the enforceability of confidentiality agreements may also vary from jurisdiction to jurisdiction. Moreover, third parties may still obtain this information or may come upon this or similar information independently. It is possible that technology relevant to our business will be independently developed by a person who is not a party to such a confidentiality or invention assignment agreement. If any of our trade secrets were to be independently developed by a competitor or other third party, we would have no right to prevent such competitor or third party, or those to whom they communicate such independently-developed information, from using that information to compete with us. The need to share trade secrets and other confidential information, including with future business partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, increases the risk that such trade secrets become known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have an adverse effect on our business and results of operations. Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential know-how is expensive, time consuming and unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. Monitoring unauthorized uses and disclosures is difficult and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.

In addition, confidentiality agreements typically restrict the ability of our advisors, employees, third-party contractors and consultants to publish data potentially relating to our trade secrets, although our agreements may contain certain limited publication rights. Despite our efforts to protect our trade secrets, if our competitors discover our trade secrets, through breach of our agreements with third parties, independent development or publication of information by any of our third-party collaborators, we would have no right to prevent them from using that technology or information to compete with us. A competitor’s discovery of our trade secrets would impair our competitive position and have an adverse impact on our business.

We may need to acquire or license additional intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

A third party may hold intellectual property, including patent rights that are important or necessary to the development of our product candidates. It may be necessary for us to use the patented or proprietary technology of one or more third parties to commercialize our current and future product candidates.

The licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical development. If we are unable to acquire such intellectual property outright, or obtain licenses to such intellectual property from such third parties when needed or on commercially reasonable terms, our ability to commercialize our product candidates, if approved, would likely be delayed or we may have to abandon development of that product candidate and our business and financial condition could suffer.

If we in-license other product candidates in the future, we might become dependent on proprietary rights from third parties with respect to those product candidates. Any termination of such licenses could result in the loss of significant rights and would cause material adverse harm to our ability to develop and commercialize any product candidates subject to such licenses. Even if we are able to in-license any such necessary intellectual property, it could be on nonexclusive terms, including with respect to the use, field or territory of the licensed intellectual property, thereby giving our competitors and other third parties access to the same intellectual property licensed to us. In-licensing intellectual property rights could require us to make substantial licensing and royalty payments. Patents licensed to us could be put at risk of being invalidated or interpreted narrowly in litigation filed by or against our licensors or another licensee or in administrative proceedings. If any in-licensed patents are invalidated or held unenforceable, we may not be able to prevent competitors or other third parties from developing and commercializing competitive products.

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We may not have the right to control the prosecution, maintenance, enforcement or defense of patents and patent applications that we license from third parties. In such cases, we would be reliant on the licensor to take any necessary actions. We cannot be certain that such licensor would act with our best interests in mind, or in compliance with applicable laws and regulations, or that their actions would result in valid and enforceable patents. If our licensors are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised. For example, it is possible that a licensor’s actions in enforcing and/or defending a patent licensed by us may be less vigorous than had we conducted them ourselves. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our future licensors may rely upon third-party consultants or collaborators or on funds from third parties such that our future licensors may not be the sole and exclusive owners of the patents we in-license. If other third parties have ownership rights to our future in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Disputes may also arise between us and our future licensors regarding intellectual property subject to a license agreement, including:

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the scope of rights granted under the license agreement and other interpretation-related issues;

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our financial or other obligations under the license agreement;

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whether and the extent to which our technology and processes infringe intellectual property of the licensor that is not subject to the licensing agreement;

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our right to sublicense patent and other rights to third parties under collaborative development relationships;

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our diligence obligations with respect to the use of licensed technology in relation to our development and commercialization of our product candidates and what activities satisfy those diligence obligations;

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the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

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the priority of invention of patented technology.

If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.

The risks described elsewhere pertaining to our intellectual property rights may also apply to the intellectual property rights that we own or in-license in the future, and any failure by us or our future licensors to obtain, maintain, defend and enforce these rights could have an adverse effect on our business. In some cases we may not have control over the prosecution, maintenance or enforcement of the patents that we license, and may not have sufficient ability to provide input into the patent prosecution, maintenance and defense process with respect to such patents, and potential future licensors may fail to take the steps that we believe are necessary or desirable in order to obtain, maintain, defend and enforce the licensed patents.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our trademarks of interest and our business may be adversely affected.

Our current or future trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We rely on both registration and common law protection for our trademarks. While we may have common law protection for certain of our trademarks and trade names, it may be harder for us to rely on any such common law protection to prevent third parties from copying or using our trademarks or trade names without our permission. As a means to enforce our trademark rights and prevent infringement, we may be required to file trademark claims against third parties or initiate trademark opposition proceedings. This can be expensive and time-consuming, particularly for a company of our size. We may not be able

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to protect our rights to our trademarks and trade names or may be forced to stop using these names, which we need for name recognition by potential partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected.

During trademark registration proceedings, we may receive rejections. Although we would be given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

Any name we propose to use for our products in the United States must be approved by the FDA, regardless of whether we have registered it, or applied to register it, as a trademark. Similar requirements exist in Europe. The FDA typically conducts a review of proposed product names, including an evaluation of potential for confusion with other product names. If the FDA (or an equivalent administrative body in a foreign jurisdiction) objects to any of our proposed product names, we may be required to expend significant additional resources in an effort to identify a usable substitute name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. Our efforts to enforce or protect our proprietary rights related to trademarks or other intellectual property may be ineffective and could result in substantial costs and diversion of resources. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Intellectual property rights do not necessarily address all potential threats to our business.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

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others may be able to make products that are competitive to our product candidates or any of our future product candidates that are not covered by the claims of our patent portfolio;

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others may independently develop similar or alternative technologies or otherwise circumvent any of our technologies without infringing our patent rights;

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we or any of our collaborators might not have been the first to invent the inventions covered by our patent portfolio;

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we or any of our collaborators might not have been the first to file patent applications directed to any inventions that we or they own or will own in the future;

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it is possible that our pending patent applications or those that we or our collaborators may file in the future will not lead to issued patents;

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others may have access to the same intellectual property rights licensed to us on a non-exclusive basis in the future;

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our issued patents may not provide us with any competitive advantage, or may be held invalid or unenforceable, including as a result of legal challenges by our competitors;

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our competitors might conduct research and development activities in countries where we do not have patent rights, or in countries where research and development safe harbor laws exist, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

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we may not develop additional proprietary technologies that are patentable;

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we cannot predict the scope of protection of any patent issuing based on our patent applications, including whether our patent applications will result in issued patents with claims that cover our product candidates or uses thereof in the United States or in other foreign countries;

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the claims of any patent issuing based on our patent applications may not provide protection against competitors or any competitive advantages, or may be challenged by third parties;

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if enforced, a court may not hold that our patents are valid, enforceable and infringed;

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we may need to initiate litigation or administrative proceedings to enforce and/or defend our patent rights which will be costly whether we win or lose;

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ownership of our patent portfolio may be challenged by third parties;

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the patents of third parties or pending or future applications of third parties, if issued, may have an adverse effect on our business;

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patent enforcement is expensive and time-consuming and difficult to predict; thus, we may not be able to enforce any of our patents against a competitor;

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the patents of others may have an adverse effect on our business, including if others obtain patents claiming subject matter similar to or improving that covered by our patent rights; and

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we may choose not to file a patent application for certain inventions, instead choosing to rely on trade secret protection, and a third party may subsequently file a patent application covering such intellectual property.

Should any of these or similar events occur, they could significantly harm our business, results of operations and prospects.

Risks related to data privacy

Privacy laws, regulation and potential enforcement are particularly relevant to our business as we collect, store and process patient data, including sensitive health data as well as human biological samples such as blood or tissue, in the context of our clinical development activities, post-marketing approval monitoring obligations, and associated activities. We also collaborate on a regular basis with third parties where we may seek to use data collected by third parties on our or their behalf, or we may seek to share data collected by us with such third parties to further our research or commercial initiatives. Many jurisdictions have enacted or are considering enacting or revising legislation addressing privacy, data protection or data security, including laws, rules and regulations applying to the collection, use, storage, transfer, disclosure, retention, transmission, processing and security of personal information. Laws, rules and regulations relating to privacy, data protection and data security are evolving and subject to potentially differing interpretations. These requirements may be modified, interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws, rules or regulations, other requirements or legal obligations or our practices.

For example, in the EU, the EU General Data Protection Regulation, or the GDPR, imposes several requirements relating to the consent of the individuals to whom personal data relates, the information provided to such individuals, the security and confidentiality of personal data, data breach notification, the adoption of appropriate privacy governance, including policies, procedures, training and audits, and the use of third-party processors in

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connection with the processing. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to ensuring an appropriate legal basis or condition applies to the processing of personal information, where required explicit consent of the individuals is obtained, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, under certain conditions, appointing a data protection officer, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR also imposes strict rules on the transfer of personal data to countries outside of the European Economic Area, or the EEA, including the United States. The GDPR allows the imposition of substantial penalties in the event of non-compliance, including fines of up to €20 million or up to 4% of total worldwide annual turnover of the preceding fiscal year, whichever is greater. The GDPR also confers a private right of action on data subjects and representative bodies/associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. We face uncertainty as to the exact interpretation of the requirements under the GDPR, and we may be unsuccessful in implementing all measures required by data protection authorities or courts in interpretation of the GDPR. The GDPR also imposes a broad range of strict requirements on companies, including, with respect to cross-border transfers of personal data out of the EU, including to the U.S. In July 2023, the European Commission adopted an adequacy decision in relation to the new EU-U.S. Data Privacy Framework, or DPF, rendering the DPF effective as a GDPR transfer mechanism for personal data transferred from the EEA to the U.S. by U.S. entities self-certified under the DPF. However, the DPF adequacy decisions do not foreclose, and have faced and are likely to continue to face, legal challenges and the ongoing legal uncertainty with respect to international data transfers may increase our costs and our ability to efficiently process personal data from the EEA. Other data transfer mechanisms such as the Standard Contractual Clauses approved by the European Commission have faced challenges in European courts, may require additional risk analysis and supplemental measures to be used, and may be challenged, suspended or invalidated. Such developments may cause us to have to make further expenditures on local infrastructure, limit our ability to process personal data, change internal business processes or otherwise affect or restrict sales and operation.

In addition, the GDPR also provides that EU Member States may partially deviate from the GDPR and impose different obligations from country to country, so that we do not operate in a uniform legal landscape in the EU. Also, in the field of handling genetic data, the GDPR specifically allows EU Member States’ laws to impose additional and more specific requirements or restrictions, and European national laws have historically differed quite substantially in this field, leading to additional uncertainty, which could limit our ability to collect, use and share EU data, and could cause our compliance costs to increase, ultimately having an adverse impact on our business, and harming our business, financial condition, and results of operations.

Following its departure from the EU, the UK, has maintained in force substantially equivalent provisions to the GDPR, or the UK GDPR. The GDPR and UK GDPR exposes us to two parallel regimes, each of which authorizes similar fines and other potentially divergent enforcement actions for certain violations. With respect to transfers of personal data from the EEA to the UK, the European Commission has published a decision finding that the UK ensures an adequate level of data protection, although such decision is subject to renewal and may be revised or revoked in the interim, resulting in uncertainty and the potential for increasing scope for divergence in application, interpretation and enforcement of the data protection law as between the UK and EEA. Fines for non-compliance with the UK GDPR can amount up to £17.5 million or 4% of annual global revenue, whichever is greater. Other countries have also passed or are considering passing laws requiring local data residency or restricting the international transfer of data. Similar concerns as those described above apply to our compliance with the UK GDPR and other UK data protection rules.

The relationship between the UK and the EU in relation to certain other aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium to longer term, and how data transfers to and from the UK will be regulated in the long term. For example, the UK government has also introduced the Data (Use and Access) Act 2025, which became law on June 19, 2025 (phasing in between June 2025 and June 2026), to reform the UK’s data protection regime. This Data (Use and Access) Act 2025 further alters the similarities between the UK and EU data protection regimes and could impact the UK adequacy

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decision granted by the European Commission. Coupled with the existing flexibility under the GDPR that allows EU Member States to implement national derogations and apply varying interpretations through their respective authorities, we are exposed to two overlapping but increasingly divergent regimes. Each can impose significant fines and may diverge further over time. We do not expect to operate within a uniform legal framework across the UK and EU. The UK’s evolving regulatory landscape and further divergence from the EU framework may lead to additional compliance, legal risk, complexity, costs and overall risk to our handling of personal data, and may require us to adapt our privacy and data security compliance programs to account for increasing legal and regulatory divergence between the UK and the EU.

Beyond the EU and UK, privacy and data protection laws and regulations continue to develop and expand around the world, including in other jurisdictions in which we operate, such as the U.S., Japan, and Canada. Such laws and regulations impose increasing restrictions and obligations on the processing of personal data, including sensitive personal data such as genetic data. For example, in the United States, the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HIPAA, imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information, and requires the implementation of administrative, physical and technological safeguards to protect the privacy of protected health information and ensure the confidentiality, integrity and availability of electronic protected health information. Determining whether protected health information has been handled in compliance with applicable privacy standards and our contractual obligations can be complex and may be subject to changing interpretation.

If we are unable to properly protect the privacy and security of protected health information, we could be found to have breached our contracts. Further, if we fail to comply with applicable privacy laws, including applicable HIPAA privacy and security standards, we could face significant administrative, civil and criminal penalties. The U.S. Department of Health and Human Services, or HHS, has the discretion to impose penalties without attempting to first resolve violations. HHS enforcement activity can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources. In addition, state attorneys general are authorized to bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy or security of the personal information of state residents. We cannot be sure how these regulations will be interpreted, enforced or applied to our operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures and systems.

Additionally, in the United States, at the state level, state privacy laws, such as the California Consumer Privacy Act of 2018, or the CCPA, impose obligations on covered businesses, including, but not limited to, providing specific disclosures in privacy notices and affording residents certain rights related to their personal data, including the right to opt out of certain disclosures of their information. The CCPA also provides for civil penalties as well as a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data breach. Additionally, effective as of January 1, 2023, the California Privacy Rights Act of 2020, or the CPRA, imposes additional obligations on companies covered by the legislation and has and will continue to significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. The CCPA and CPRA may require us to modify our data processing practices and policies and may cause us to incur substantial costs and expenses in order to comply. There are also states that have enacted legislation specifically regulating health-related information. For example, Washington state passed a health privacy law that, as of March 31, 2024, regulates the collection and sharing of health information, and which has a private right of action, which may further increase our compliance risk. Connecticut and Nevada have also passed similar laws regulating consumer health data. In addition, other states have proposed and/or passed legislation that regulates the privacy and/or security of certain specific types of information. For example, a small number of states have passed laws that regulate biometric data specifically. These various privacy and security laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products. State laws are changing

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rapidly and there is discussion in the U.S. Congress of a new comprehensive federal data privacy law to which we may become subject, if enacted. Furthermore, the enacted laws in a number of U.S., states and the proposed state laws in others creates the potential for a patchwork of overlapping but different state laws and could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, financial condition, and results of operations. Laws in all 50 states require businesses to provide notice under certain circumstances to customers whose personal information has been disclosed as a result of a data breach. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal, state and international consumer protection laws to impose standards for the online collection, use, dissemination and security of data.

The effects of these laws, including the CCPA and the CPRA, are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation. If we are investigated by a data protection authority, we may face fines and other penalties. Any such investigation or charges by such data protection authorities could have a negative effect on our existing business and on our ability to attract and retain new clients or pharmaceutical partners.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices and our efforts to comply with the evolving data protection rules may be unsuccessful. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. We must devote significant resources to understanding and complying with this changing landscape. Failure to comply with federal, state and international laws regarding privacy and security of personal information could expose us to penalties under such laws. Any such failure by us or our third party processors to comply with data protection and privacy laws could result in significant government-imposed fines or orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement action, litigation and significant costs for remediation, any of which could adversely affect our business. Even if we are not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could harm our business, prospects, financial condition and results of operations.

We may also experience hesitancy, reluctance, or refusal by clients or pharmaceutical partners to continue to use our products and solutions due to the potential risk exposure as a result of the current (and, in particular, future) data protection obligations imposed on them by certain data protection authorities in interpretation of current law. Such clients or pharmaceutical partners may also view any alternative approaches to compliance as being too costly, too burdensome, too legally uncertain, or otherwise objectionable and therefore decide not to do business with us. Any of the foregoing could harm our business, prospects, financial condition and results of operations.

The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.

We may use and integrate artificial intelligence, including generative artificial intelligence, into our business processes, and this innovation presents risks and challenges that could affect its adoption, and therefore our business. However, there can be no assurance that our use will enhance our business processes, or result in our business processes being more efficient or profitable. If we enable or offer solutions that draw controversy due to perceived or actual negative societal impact, we may experience brand or reputational harm, competitive harm or legal liability. For example, artificial intelligence technology can give rise to intellectual property risks, including compromises to proprietary intellectual property and intellectual property infringement. Algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable; artificial intelligence has been known to produce false or “hallucinatory” inferences or outputs; artificial intelligence can present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and

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end-users, or other factors adversely affecting public opinion of artificial intelligence, could impair the acceptance of artificial intelligence solutions, including those incorporated in our activities. If the artificial intelligence solutions that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which our artificial intelligence solutions or other artificial intelligence tools we use rely, we also may incur liability through the violation of applicable laws, third-party intellectual property, privacy or other rights, or contracts to which we are a party.

Additionally, we expect to see increasing government and supranational regulation related to artificial intelligence use and ethics, which may also significantly increase the burden and cost of research, development and compliance in this area. For example, the EU’s Artificial Intelligence Act, or the AI Act,—the world’s first comprehensive Artificial Intelligence, or AI, law—entered into force on August 1, 2024, gradually applies and with some exceptions, will be effective as of August 2, 2026. This legislation imposes significant obligations on providers and deployers of high risk artificial intelligence systems, and encourages providers and deployers of artificial intelligence systems to account for EU ethical principles in their development and use of these systems. If we develop or use artificial intelligence systems that are governed by the AI Act, it may necessitate ensuring higher standards of data quality, transparency, and human oversight, as well as adhering to specific and potentially burdensome and costly ethical, accountability, and administrative requirements. The rapid evolution of artificial intelligence will require the application of significant resources to design, develop, test and maintain our products and services to help ensure that artificial intelligence is implemented in accordance with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because artificial intelligence technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of artificial intelligence. Our vendors may in turn incorporate artificial intelligence tools into their offerings, and the providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our business.

Our internal computer systems, or those of our third-party collaborators or other contractors or consultants, may fail or suffer cybersecurity incidents or breaches, which could result in a material disruption of our current or future product candidates’ development programs, the disclosure of confidential or proprietary information, including personal data, damage our reputation, and subject us to significant financial and legal exposure.

We are increasingly dependent upon information technology systems, infrastructure, and data to operate our business. In the ordinary course of business, we collect, store, and transmit large amounts of confidential information, including, but not limited to, intellectual property, proprietary business information, and personal information. It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. A successful cyberattack could result in the theft or destruction of intellectual property, data or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. In addition to such risks, the adoption of new technologies may also increase our exposure to cybersecurity incidents or breaches and failures.

Cyberattacks are increasing in their frequency, sophistication, and intensity, and have become increasingly difficult to detect. Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the deployment of harmful malware, ransomware, denial-of-service, social engineering fraud (such as phishing attacks) or other means to threaten data security, confidentiality, integrity and availability. A successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of confidential business

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information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. There can be no assurance that we will not experience a cybersecurity incident or breach that would result in business, legal, financial or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition.

Despite the implementation of security measures, our internal computer systems and those of our third-party collaborators and consultants are vulnerable to damage from service interruptions, system malfunction, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such information technology systems are additionally vulnerable to security incidents from inadvertent or intentional actions by our employees, third-party vendors, contractors, consultants, business partners, or other third parties, or from cyberattacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering (including phishing attacks), and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information). Significant disruptions of our internal information technology systems or those of our third-party vendors and other contractors and consultants, or cybersecurity incidents or breaches could result in the loss, misappropriation, or unauthorized access, use, or disclosure of, or the prevention of access to, confidential information, which could result in financial, legal, business and reputational harm to us. For example, any such event that leads to actual or perceived unauthorized access, use, or disclosure of personal information, including personal information regarding our customers or employees, could harm our reputation directly, compel us to comply with federal or state breach notification laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational damages that could potentially have a material adverse effect on our business, financial condition, results of operations and prospects. Any failure by us or our third-party vendors and other contractors and consultants to prevent or mitigate cybersecurity incidents or breaches or improper access to or disclosure of such information could have similarly adverse consequences for us. If we are unable to prevent or mitigate the impact of such cybersecurity incidents or breaches, we could be exposed to litigation and governmental investigations, which could lead to a potential disruption to our business.

The risk of a cybersecurity incident, breach or disruption, particularly through cyberattacks including supply chain attacks such as SolarWinds or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. While we have not experienced any such system failure, accident, or cybersecurity incident or breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our programs. For example, the loss of preclinical or clinical trial data for our current or future product candidates could result in delays in or inhibit our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or cybersecurity incident or breach results in a loss of or damage to our data or applications or other data or applications relating to our technology or current or future product candidates, or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and the further development of our current or future product candidates could be delayed. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as third-party service providers, organized crime affiliates, terrorist organizations, or hostile foreign governments or agencies.

We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party vendors who may or could have access to our confidential information. Our third-party collaborators also have access to large amounts of confidential information relating to our operations, including our research and development efforts. The size and complexity of our information technology systems, and those of third-party vendors and collaborators, and the large amounts of confidential information stored on those systems, make such systems potentially vulnerable to service interruptions or systems failures, or to cybersecurity incidents or breaches from inadvertent or intentional actions by our employees, consultants, contractors, third-party vendors,

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and/or business partners, or from cyber-attacks by malicious third parties. We rely on our third-party providers to implement effective security measures, according to market standards (such as, ISO27001 and NEN7510), and identify and correct for any such failures, deficiencies, cybersecurity incidents or breaches. We also rely on our employees, contractors and consultants to safeguard their security credentials and follow our policies and procedures regarding use and access of computers and other devices that may contain our sensitive information. If the information technology systems of our third-party vendors and other contractors and consultants become subject to disruptions or cybersecurity incidents or breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring. The costs related to significant cybersecurity incidents, breaches or other disruptions could be material and cause us to incur significant expenses and any cybersecurity insurance that we may have in place may not cover such expenses.

Any failure to prevent or mitigate cybersecurity incidents or breaches or improper access to, use of, or disclosure of our clinical data or patients’ personal data could result in significant liability under state (e.g., state breach notification laws), federal (e.g., the Health Insurance Portability and Accountability Act of 1966, as amended by the Health Information Technology for Economic and Clinical Health Act), and international law (e.g., the GDPR) and may cause a material adverse impact to our reputation, affect our ability to use collected data, conduct new studies and potentially disrupt our business. Furthermore, considering our activities, further requirements relating to cybersecurity standards, incident response, implementation, training and compliance result from the Directive (EU) 2022/2555, or the NIS 2 Directive. Non-compliance therewith may result in liability of both the company and its directors, as well as administrative enforcement by competent authorities. The NIS2 Directive was transposed into Belgian law by the law of April 26, 2024 establishing a framework for the cybersecurity of network and information system of general importance for public safety, which was implemented by Belgian royal decree of June 9, 2024.

If we or our third-party providers fail to maintain or protect our information technology systems and data integrity effectively or fail to anticipate, plan for or manage significant disruptions to our information technology systems, we or our third-party providers could have difficulty preventing, detecting and controlling such cyber-attacks and any such attacks could result in losses described above as well as disputes with employees, consultants, contractors, physicians, patients and our partners, regulatory sanctions or penalties, increases in operating expenses, expenses or lost revenues or other adverse consequences, any of which could have a material adverse effect on our business, results of operations, financial condition, prospects and cash flows.

Risks related to our operations, employee matters, and growth management

We will incur significant costs as a result of operating as a U.S. public company and our management will need to devote substantial time to U.S. public company compliance programs.

As a U.S. public company, and particularly once we are no longer an emerging growth company, we will incur significant legal, accounting, and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act, as well as rules implemented by the SEC, including as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and the Nasdaq Stock Market LLC, or Nasdaq. The SEC and other regulatory authorities have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance. Shareholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, and the manner in which we operate our business. Our management and other personnel will need to devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations, and as a result of the new corporate governance- and executive compensation-related rules, regulations, and guidelines prompted by the Dodd-Frank Act, and further regulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs to comply with such compliance programs and rules. These rules and regulations will cause us to incur significant legal and financial compliance costs and will make some activities more time-consuming and costly.

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To comply with the requirements of being a U.S. public company, we may need to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate, and weaknesses in our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting, which we may be required to include in the periodic reports we file with the SEC under Section 404 of the Sarbanes-Oxley Act, or Section 404, and could harm our operating results, cause us to fail to meet our reporting obligations, or result in a restatement of our prior period consolidated financial statements. In the event that we are not able to remediate the material weaknesses or demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate consolidated financial statements, investors may lose confidence in our operating results, and the price of the ADSs could decline.

Pursuant to Section 404, we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. We could be an emerging growth company for up to five years. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. Additionally, during the evaluation and testing process, if we identify additional material weaknesses in our internal control over financial reporting or if we are unable to complete our evaluation, testing, and any required remediation in a timely fashion, we will be unable to assert that our internal control over financial reporting is effective. See “— We are eligible to be treated as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the ADSs less attractive to investors.”

Although we are not yet subject to the certification or attestation requirements of Section 404, in the course of reviewing our financial statements in preparation for this offering, our management identified deficiencies that we concluded represented material weaknesses in our internal control over financial reporting attributable to our lack of a formal, documented implemented processes, controls and review procedures. PCAOB guidance regarding management’s report on internal control over financial reporting defines a material weakness as a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

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We have commenced measures to remediate the material weaknesses. We have started to expand our finance and accounting team by hiring additional experienced employees to provide more review and oversight over our financial processes. There can be no assurance that we will be successful in pursuing these measures or that these measures will significantly improve or remediate the material weaknesses described in the section “Management’s discussion and analysis of financial condition and results of operations.” There is also no assurance that we have identified all of our material weaknesses or that we will not in the future have additional material weaknesses. If we fail to remediate the material weaknesses or to meet the demands that will be placed upon us as a U.S. public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the time frames required by law or the Nasdaq Global Select Market. Failure to comply with Section 404 could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. There is no assurance that we will be able to remediate the material weaknesses in a timely manner, or at all, or that in the future, additional material weaknesses will not exist or otherwise be discovered. If our efforts to remediate the material weaknesses identified are not successful, or if other material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our required reports under the Exchange Act, restatements of our consolidated financial statements, a decline in the price of our ADSs, suspension or delisting of our ADSs from Nasdaq, and could adversely affect our reputation, results of operations and financial condition. Accordingly, material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting for purposes of our attestation when required by reporting requirements under the Exchange Act or Section 404 after this offering.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting once that firm begins its Section 404 reviews, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our ADSs could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

If we fail to implement and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, and our internal control over financial reporting may not prevent or detect all errors or acts of fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of the ADSs.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404, or any subsequent testing by our independent registered public accounting firm, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses that were not previously identified. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could harm our business and have a negative effect on the trading price of our ADSs.

We will be required to disclose changes made in our internal controls and procedures and our management will be required to assess the effectiveness of these controls annually. Our assessment of internal controls and procedures may not detect material weaknesses in our internal control over financial reporting. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls.

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Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation, which could have a negative effect on the trading price of our ADSs.

Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.

We are highly dependent on the research and development, clinical and business development expertise of our chief executive officer, chief business officer, chief financial officer, chief medical officer, and chief development officer, as well as the other principal members of our management, scientific and clinical teams. Although we have employment agreements, each of our executive officers may terminate their employment with us at any time. See “Management—Compensation of members of our executive committee and our directors.” We do not maintain “key person” insurance for any of our executives or other employees. In addition, we rely on consultants, contractors and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants, contractors and advisors are employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain high quality personnel and engage qualified advisors, contractors and consultants, our ability to pursue our growth strategy will be limited.

Recruiting and retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our success. The loss of the services of our executive officers or other key employees could impede the achievement of our research, development and commercialization objectives and seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of and commercialize drugs. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. Failure to succeed in clinical trials may make it more challenging to recruit and retain qualified personnel.

We will need to develop and expand our company, and we may encounter difficulties in managing this development and expansion, which could disrupt our operations.

As of December 31, 2025, we had 62 employees and 18 consultants. To manage our anticipated development and expansion, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Also, our management may need to divert a disproportionate amount of its attention away from its day-to-day activities and devote a substantial amount of time to managing these development activities. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. This may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of our operations may lead to significant costs and may divert financial resources from other projects, such as the development of our current or future product candidates. If our management is unable to effectively manage our expected development and expansion, our expenses may increase more than expected, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize our current or future product candidates, if approved, and compete effectively will depend, in part, on our ability to effectively manage the future development and expansion of our company.

Our employees, directors, principal investigators, CROs, contractors and consultants may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

We are exposed to the risk that our employees, directors, principal investigators, CROs, contractors and consultants may engage in fraudulent conduct or other illegal activity. Misconduct by these parties could include intentional,

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reckless and/or negligent conduct or disclosure of unauthorized activities to us that violate the regulations of the FDA and other regulatory authorities, including those laws requiring the reporting of true, complete and accurate information to such authorities; healthcare fraud and abuse laws and regulations in the United States and abroad; or laws that require the reporting of financial information or data accurately. In particular, sales, marketing, patient support and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Activities subject to these laws also involve the improper use of information obtained in the course of clinical trials or creating fraudulent data in our preclinical studies or clinical trials, which could result in regulatory sanctions and cause serious harm to our reputation. We have adopted a code of conduct applicable to all of our employees, but it is not always possible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. Additionally, we are subject to the risk that a person could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

Efforts to ensure that our business arrangements with consultants, contractors and other third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant criminal, civil and administrative sanctions including monetary penalties, damages, fines, disgorgement, individual imprisonment, and exclusion from participation in government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we may be required to curtail or restructure our operations, any of which could adversely affect our ability to operate our business and our results of operations.

The risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

We may be forced to repay the technological innovation grants if we fail to comply with our contractual obligations under the applicable grant agreements.

We have received several technological innovation grants to date in Belgium, totaling €2.8 million as of December 31, 2025, to support various research programs from an agency of the Flemish government to support technological innovation in Flanders. These grants carry clauses which require us to maintain a presence in the Flemish region for a number of years, raise additional financing and invest according to pre-agreed budgets. If we fail to comply with our contractual obligations under the applicable technological innovation grant agreements, we could be forced to repay all or part of the grants received. Such repayment could adversely

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affect our ability to finance our research and development projects. In addition, we cannot ensure that we will then have the additional financial resources needed, the time or the ability to replace these financial resources with others.

Risks related to this offering and ownership of the ADSs

We are eligible to be treated as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the ADSs less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404, the ability to present only two years of audited consolidated financial statements, in addition to any required unaudited interim condensed consolidated financial statements in this prospectus, with correspondingly reduced “Management’s Discussion and Analysis of Financial and Results of Operations” disclosure, and, to the extent we no longer qualify as a foreign private issuer, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of the ADSs held by non-affiliates exceeds $700.0 million as of any June 30 before that time or if we have total annual gross revenue of $1.235 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three‑year period before that time, we would cease to be an emerging growth company immediately. We cannot predict if investors will find the ADSs less attractive because we may rely on these exemptions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and our share price may be more volatile.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date that we are no longer an “emerging growth company” as defined in the JOBS Act. We have identified material weaknesses in our internal control over financial reporting, and we cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future.

No public market for the ADSs currently exists, and a public market may not develop or be liquid enough for you to sell your ADSs quickly or at market price.

Prior to this offering, there has not been a public market for the ADSs. If an active trading market for the ADSs does not develop following this offering, you may not be able to sell your ADSs quickly or at the market price. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares of the ADSs and may impair our ability to acquire other companies or technologies by using the ADSs as consideration. The initial public offering price of the ADSs will be determined by negotiations between us and representatives of the underwriters and may not be indicative of the market prices of the ADSs that will prevail in the trading market.

The market price of the ADSs may be volatile and fluctuate substantially (including due to different factors beyond our control), which could result in substantial losses for purchasers of the ADSs in this offering and may subject us to securities litigation suits.

The market price of the ADSs is likely to be volatile. The stock market in general and the market for biopharmaceutical and pharmaceutical companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your ADSs at or above the initial public offering price. In addition to the factors discussed in

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this “Risk Factors” section and elsewhere in this prospectus, the market price for the ADSs may be influenced by, among others, the following factors:

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actual or anticipated fluctuations in our financial condition;

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failure to meet or exceed expectations around the nature and timing of any transactions we may undertake;

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issuance of new or updated research or reports by securities or industry analysts;

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fluctuations in the valuation of companies perceived by investors to be comparable to us;

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the commencement, enrollment or results of our clinical trials of our product candidates or those of our competitors;

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potential clinical holds for any of our clinical trials of our product candidates or those of our competitors;

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the success of competitive products or therapies or announcements by potential competitors of their product development efforts;

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regulatory or legal developments or regulatory guidance or decisions in the United States, Belgium, Europe more broadly and other jurisdictions;

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developments or disputes concerning patent applications, issued patents or other proprietary rights;

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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

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developments of or speculation of licensing transactions, mergers, acquisitions, partnerships or collaborations involving us or our competitors;

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disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

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significant lawsuits, including patent or shareholder litigation;

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market volatility;

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additions or departures of key management or scientific personnel;

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ADSs price and volume fluctuations attributable to inconsistent trading volume levels of the ADSs;

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sales of additional ADSs by us, our insiders or our other security holders;

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announcement or expectation of additional financing efforts or sales by our shareholders;

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general economic, political, and market conditions and overall fluctuations in the financial markets in the United States, Europe and elsewhere;

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currency fluctuations;

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public concern relating to the commercial value or safety of any of our products or product candidates;

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the outcome of regulatory review of our product candidates;

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changes in the structure of healthcare payment systems; and

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investors’ general perception of us and our business.

In addition, some companies that have experienced volatility in the trading price of their shares have been the subject of securities class action litigation. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our business practices. Defending against litigation is costly and time-consuming, and could divert our management’s attention and our resources, even if we are ultimately successful. Furthermore, during the course

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of litigation, there could be negative public announcements of the results of hearings, motions or other interim proceedings or developments, which could have a negative effect on the market price of the ADSs.

Our syndicate of investors in our prior financing rounds may not be indicative of our investor-base following our initial public offering.

Although we were able to attract a leading syndicate of investors in our prior financing rounds, we have not publicly disclosed each such investor’s investment in total or on a per share basis, nor have we disclosed any of such investor’s investment strategies, or whether those investors will continue to hold their shares in the future. Furthermore, such investors may not be subject to the reporting requirements of Section 16 of the Exchange Act or applicable Belgian law, or otherwise be required to make any publicly available reports of their actual or beneficial ownership pursuant to Section 16 or Section 13 of the Exchange Act or applicable Belgian law, and therefore you may never know the details of such investments. We cannot guarantee that our leading syndicate of investors in our prior financing rounds is or will be indicative of our investor-base following our initial public offering and as such, we caution you not to place undue reliance on our leading syndicate of investors when making an investment decision in our initial public offering. For more information on certain of these investors, see the “Principal Shareholders” section elsewhere in this Registration Statement on Form F-1.

Holders of ADSs are not treated as shareholders of our company.

Holders of ADSs with underlying shares in a Belgian limited liability company are not treated as shareholders of our company, unless they withdraw the common shares underlying the ADSs that they hold. The depositary is the holder of the common shares underlying the ADSs. Holders of ADSs therefore do not have any rights as shareholders of our company, other than the rights that they have pursuant to the deposit agreement.

Holders of ADSs cannot directly vote the common shares underlying their ADSs.

ADS holders do not have the same rights as our shareholders. ADS holders may not attend shareholders’ meetings or directly exercise the voting rights attaching to the common shares underlying their ADSs. ADS holders may vote only by instructing the depositary to vote on their behalf. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. If we asked the depositary to solicit voting instructions, the depositary will try, as far as practical, to vote or to have its agents vote the deposited common shares as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so. Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the common shares. However, you may not know about the meeting enough in advance to withdraw the common shares. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your common shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your common shares are not voted as you requested. In addition, ADS holders have no right to call a shareholders’ meeting.

Holders of ADSs, as such, have no rights to call shareholders’ meetings or to submit shareholder proposals, which could adversely affect their ability to participate in the governance of our company.

Except under limited circumstances, only the board of directors may call a shareholders’ meeting. Shareholders who collectively own at least 10% of the outstanding shares of our company may require the board of directors or the statutory auditor to convene a special or an extraordinary general meeting of shareholders. As a result, the ability of individual shareholders to influence the governance of our company is limited. Further, holders of ADSs may not exercise those limited rights unless they surrender their ADSs and become registered holders of the underlying common shares.

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Holders of the ADSs have limited recourse if we or the depositary fail to meet our respective obligations under the deposit agreement. Further, holders of ADSs have no right to require the depositary to initiate any legal proceeding on their behalf.

The deposit agreement pursuant to which the ADSs will be issued expressly limits the obligations and liability of us and the depositary. Neither we nor the depositary will be liable to the extent that we or the depositary:

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are prevented or hindered in performing any obligation by circumstances beyond our or its control;

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exercise or fail to exercise discretion under the deposit agreement;

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perform our or its obligations without negligence or bad faith;

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take any action based upon advice of or information from legal counsel, accountants, any person presenting shares for deposit, any holder of the ADSs or any other qualified person; or

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rely on any documents we or it believe in good faith to be genuine and properly executed.

In addition, neither we nor the depositary has any obligation to participate in any action, suit or other proceeding in respect of the ADSs. These provisions of the deposit agreement will limit the ability of holders of the ADSs to obtain recourse if we or the depositary fails to meet our respective obligations under the deposit agreement or if they wish to involve us or the depositary in a legal proceeding.

Takeover provisions in the national law of Belgium may make a potential takeover difficult.

Public takeover bids in Belgium on our shares and other voting securities, such as subscription rights (warrants) or convertible bonds, if any, are subject to the Belgian Act of April 1, 2007 on public takeover bids, as amended and implemented by the Belgian Royal Decree of April 27, 2007, or Royal Decree, and to the supervision by the Belgian Financial Services and Markets Authority, or FSMA. Public takeover bids must be made for all of our voting securities, as well as for all other securities that entitle the holders thereof to the subscription to, the acquisition of or the conversion into voting securities. Prior to making a bid, a bidder must issue and disseminate a prospectus, which must be approved by the FSMA. The bidder must also obtain approval of the relevant competition authorities and foreign direct investment approval from the Belgian Inter-federal Screening Commission, where such approval is legally required for the acquisition of our company. However, as the Company does not qualify as a “listed company” within the meaning of the Belgian Companies and Associations Code (as mentioned above), the requirement, provided for by the Belgian Act of April 1, 2007, to launch a mandatory bid for all of our outstanding shares and securities giving access to shares if a person, as a result of its own acquisition or the acquisition by persons acting in concert with it or by persons acting on their account, directly or indirectly holds more than 30% of the voting securities in a company that has its registered office in Belgium and of which at least part of the voting securities are traded on a regulated market or on a multilateral trading facility designated by the Royal Decree does not apply. This may allow existing shareholders or new investors to acquire significant influence or control over the Company by acquiring the shares in the market without being required to acquire the other outstanding voting securities, as well as for all other securities that entitle the holders thereof to the subscription to, the acquisition of or the conversion into voting securities.

In addition, there are several provisions of Belgian company law and certain other provisions of Belgian law, such as merger control, that may apply to us and which may make an unfriendly tender offer, merger, change in management or other change in control, more difficult. These provisions could discourage potential takeover attempts that third parties may consider and thus deprive the shareholders of the opportunity to sell their shares at a premium (which is typically offered in the framework of a takeover bid). These provisions may also have the effect of depriving the holders of ADSs of the potential opportunity to sell their ADSs at a premium.

Holders of ADSs may be subject to limitations on the transfer of their ADSs and the right to surrender ADSs for the purpose of withdrawing the underlying common shares.

ADSs, which may be evidenced by American Depositary Receipts, or ADR, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient

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in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason. Temporary denials of the right to surrender ADSs for the purpose of withdrawal of the underlying common shares may arise because the depositary has closed its transfer books or we have closed our transfer books, in connection with voting at a shareholders’ meeting or we are paying a dividend on our common shares. In addition, a holder of ADSs may not be able to surrender his or her ADSs and withdraw the underlying common shares when he or she owes money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of common shares or other deposited securities. See “Description of American Depositary Shares.”

Holders of ADSs may not be able to participate in equity offerings and exercise pre-emption rights, and, as a result, may experience substantial dilution upon future issuances of ADSs or grants of rights to subscribe for shares.

In accordance with Belgian corporate law, our restated articles of association provide for waivable and cancellable pro rata preferential subscription rights to be granted to our existing shareholders to subscribe on a pro rata basis for any issue for cash of new shares, convertible bonds or warrants that are exercisable for cash, unless such rights are cancelled or limited by resolution of our shareholders’ meeting or the board of directors. Our shareholders’ meeting or board of directors may cancel or restrict such rights in future equity offerings. In addition, certain shareholders (including those in the United States, Australia, Canada or Japan) may not be entitled to exercise such rights even if they are not cancelled (on the basis of applicable law, practice or other considerations) unless the rights and related shares are registered or qualified for sale under the relevant legislation or regulatory framework. Under the deposit agreement, we and the depositary are not obligated to extend any pre-emption rights to holders of ADSs and, in any case, those rights would not be extended to ADS holders unless we comply with registration or qualification requirements under the securities laws in which ADS holders are located or exemptions from those requirements are available. In particular, we may not be able to establish an exemption from registration under the Securities Act of 1933, as amended, or the Securities Act, and we are under no obligation to file a registration statement with respect to any such preferential subscription rights or underlying securities or to endeavor to have a registration. As a result, there is the risk that investors may suffer dilution of their shareholding should they not be permitted to participate in preference right equity or other offerings that we may conduct in the future. We may also limit the exercise of rights by shareholders in certain jurisdictions if we distribute rights in connection with other changes to our capital structure, like a distribution of rights to tender our shares to us for redemption in connection with an issuer tender offer, resulting in such shareholders being unable to participate in such transactions.

If rights are granted to our shareholders and those rights are not extended to ADS holders, the depositary would endeavor to sell the rights for the benefit of ADS holders, but if, by the terms of such rights offering or other transaction, or for any other reason, the depositary may not either make such rights available to any ADS holders or dispose of such rights and make the net proceeds available to such ADS holders, then the depositary would allow the rights to lapse, in which case ADS holders would receive no value for such rights.

Finally, prior to the closing of this offering, our board of directors will be authorized for a period of five years from the offering to issue shares or grant rights to subscribe for shares up to our authorized share capital from time to time and to limit or exclude pre-emption rights in connection therewith. This could cause existing shareholders to experience substantial dilution of their interest in us.

While the ADSs will be listed on Nasdaq, the underlying shares are not and will not be listed on any securities exchange, and transfers of the underlying shares require registration in our share register. This may adversely affect liquidity and settlement of the underlying shares, and may result in the absence of a market for the underlying shares.

The ADSs representing the underlying shares will be listed on Nasdaq, however, our underlying shares themselves will not be listed on any securities exchange or quoted on any interdealer market. To date, we also have no

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intention to list the underlying shares. Consequently, there is currently no established trading market for the underlying shares, and there can be no assurance that any such market will ever develop. In addition, any transfer of the underlying shares must be recorded in the issuer’s share register, which may involve administrative procedures that could delay or complicate the settlement of transactions. As a result, holders of ADSs that withdraw the underlying shares may experience limited liquidity and may be unable to effect transactions in the underlying shares or realize the market value of their investment through direct transfers of such shares.

We may not be able to complete equity offerings without cancellation or limitation of the preferential subscription rights of our existing shareholders, which may as a practical matter preclude us from timely completing offerings.

We and the depositary may agree to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, and we may initiate termination of the deposit agreement, in each case without the prior consent of the ADS holders.

We and the depositary may agree to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us or to the depositary. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment are materially disadvantageous to ADS holders, ADS holders will only receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to direct the depositary to terminate the ADS facility at any time for any reason. For example, terminations may occur when we decide to list our common shares on a non-U.S. securities exchange and determine not to continue to sponsor an ADS facility or when we become the subject of a takeover or a going-private transaction. If the ADS facility terminates, ADS holders will receive at least days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying common shares, but will have no right to any compensation whatsoever.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.

The deposit agreement governing the ADSs representing our common shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United

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States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the depositary. If a lawsuit is brought against either or both of us and the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that could be less favorable to the plaintiffs in any such action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

New investors in the ADSs will experience immediate and substantial book value dilution after this offering.

The initial public offering price of the ADSs will be substantially higher than the pro forma net tangible book value per share of the outstanding ADSs immediately after the offering. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of September 30, 2025, if you purchase the ADSs in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of $ per share in pro forma net tangible book value. As a result of this dilution, investors purchasing shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

Concentration of ownership of our common shares among our existing executive officers, directors and principal shareholders may prevent new investors from influencing significant corporate decisions.

Based upon our common shares outstanding as of September 30, 2025, upon the completion of this offering and without giving effect to any purchases in this offering, our executive officers, directors and shareholders who owned more than 5% of our outstanding common shares before this offering will, in the aggregate, beneficially own shares representing approximately % of our outstanding common shares (or % if the underwriters exercise in full their option to purchase additional shares to cover over-allotments, if any). If our executive officers, directors and shareholders who owned more than 5% of our outstanding common shares acted together, they may be able to significantly influence all matters requiring shareholder approval, including the election and removal of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. The concentration of voting power and transfer restrictions could delay or prevent an acquisition of our company on terms that other shareholders may desire or result in the management of our company in ways with which other shareholders disagree.

If research analysts do not publish research or reports, or publish inaccurate or unfavorable research or reports, about us, our business or our market, our share price and trading volume could decline.

The trading market for the ADSs will be influenced by the research and reports that industry or financial analysts publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. Equity research analysts may elect not to provide research coverage of the ADSs after the completion of this offering, and such lack of research coverage may adversely affect the market price of

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the ADSs. In the event we do have equity research analyst coverage, we will not have any control over the analysts or the content and opinions included in their reports. The price of the ADSs could decline if one or more equity research analysts downgrade the ADSs or issue other unfavorable commentary or research about us. If one or more equity research analysts cease coverage of us or fail to publish reports on us regularly, demand for the ADSs could decrease, which in turn could cause the trading price or trading volume of the ADSs to decline.

Raising additional capital may cause dilution to our shareholders, including investors in this offering, restrict our operations or require us to relinquish rights to our product candidates.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through public or private equity or debt financings, third-party funding, marketing and distribution arrangements, as well as other collaborations, strategic alliances and licensing arrangements, or any combination of these approaches. We do not have any committed external source of funds. To the extent that we raise additional capital (as the case may be, at a discount from the trading price of the ADSs), if available, through the sale of equity or convertible debt securities, your ownership interest in our company may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming our shares, making investments, incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell or license intellectual property rights.

If we raise additional capital through future collaborations, strategic alliances or third-party licensing arrangements, we may have to relinquish valuable rights to our intellectual property, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us, if at all. If we are unable to raise additional capital when needed, we may be required to delay, limit, reduce or terminate our product candidate development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise develop and market ourselves.

Because we do not anticipate paying any cash dividends on our common shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

You should not rely on an investment in the ADSs to provide dividend income. We have never declared or paid cash dividends on our common shares. We currently intend to retain all of our future earnings, if any, to finance the expansion and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, and taking into account the requirements as described in the section titled “Dividend Policy,” of the ADSs will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase the ADSs in this offering.

We have broad discretion in the use of our cash resources, including the net proceeds from this offering, and may use them ineffectively, in ways with which you do not agree or in ways that do not increase the value of your investment.

Our board of directors and management will have broad discretion in the application of our cash, including the net proceeds from this offering, and could spend the proceeds in ways that do not improve our results of operations or enhance the value of the ADSs. The failure by our board of directors and management to apply these funds effectively could result in additional operating losses that could have a negative impact on our business, results of operations, cash flows, financial conditions and/or cause the price of the ADSs to decline and/or delay the development of our product candidates. Pending their use, we may invest our cash, including the net proceeds from this offering, in a manner that does not produce income or that loses value. See “Use of Proceeds” for additional information.

A significant portion of our total outstanding common shares are restricted or will be restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of the ADSs to drop significantly, even if our business is performing well.

Sales of a substantial number of ADSs in the public market could occur at any time, subject to certain restrictions described below. These sales, or the perception in the market that holders of a large number of ADSs intend to

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sell ADSs, could reduce the market price of the ADSs. After this offering, we will have outstanding common shares. This includes the common shares represented by ADSs that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates. Substantially all of the remaining common shares are currently restricted as a result of securities laws or lock-up agreements but will be able to be sold after the offering, as further described in the sections titled “Shares and ADSs Eligible for Future Sale” and “Underwriting” herein.

Our directors and executive officers and holders of substantially all of our outstanding securities have entered into lock-up agreements with the underwriters pursuant to which they may not, with certain exceptions, for a period of 180 days from the date of this prospectus, offer, sell or otherwise transfer or dispose of any of our securities, without the prior written consent of representatives of the underwriters. However, representatives of the underwriters may permit our officers, directors and other security holders who are subject to the lock-up agreements to sell common shares or ADSs prior to the expiration of the lock-up agreements at any time in its sole discretion. See the section titled “Underwriting.” Sales of these common shares or ADSs, or perceptions that they will be sold, could cause the trading price of the ADSs to decline. After the lock-up agreements expire, an additional ADSs will be eligible for sale in the public market, of which ADSs are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act.

Moreover, upon the completion of this offering, holders of an aggregate of approximately of our common shares will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other shareholders. We further intend to register all common shares that we may issue in the future or have issued to date under our equity compensation plans. Once we register these common shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements.

As a foreign private issuer, we are permitted to, and do, follow certain home country corporate governance practices instead of otherwise applicable Nasdaq requirements, and we will not be subject to certain U.S. securities laws including, but not limited to, U.S. proxy rules and the filing of certain Exchange Act reports.

As a foreign private issuer, we are permitted to, and do, follow certain home country corporate governance practices instead of those otherwise required by Nasdaq for domestic U.S. issuers. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq may provide less protection to you than what is accorded to investors under the listing rules of Nasdaq applicable to domestic U.S. issuers.

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, including the applicable compensation disclosure requirements. Our officers, directors and principal shareholders are exempt from short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we are exempt from filing quarterly reports with the SEC under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information, although we have voluntarily adopted a corporate disclosure policy substantially similar to Regulation FD. These exemptions and leniencies reduce the frequency and scope of information and protections to which you may otherwise have been eligible in relation to a U.S. domestic issuer.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Following the consummation of the offering, the determination of foreign private issuer status will be made annually on the last business day of our most recently completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2026. There is a risk that we will lose our foreign private issuer status in the future.

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We would lose our foreign private issuer status if a majority of our shares are owned by U.S. residents and a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

We are organized as a limited liability company (naamloze vennootschap / société anonyme) under the laws of Belgium and will upon the consummation of the offering remain to be such limited liability company (naamloze vennootschap / société anonyme) under the laws of Belgium. Our corporate affairs are governed by Belgian corporate law. From a Belgian corporate law point of view, we do not qualify as a “listed company” (genoteerde vennootschap / société cotée) within the meaning of the Belgian Companies and Associations Code because none of our securities are listed on any regulated market in the EEA. The Belgian corporate law provisions that are applicable to Belgian listed companies do therefore not apply to us. Furthermore, we are not subject to most of the disclosure obligations applicable to Belgian listed companies. As a result, shareholders of our company may not enjoy certain of the rights and protection generally afforded to shareholders of a Belgian listed company. You should also be aware that the rights provided to our shareholders under Belgian corporate law and our restated articles of association differ in certain respects from the rights that you would typically enjoy as a shareholder of a U.S. corporation under applicable U.S. federal and state laws.

Under Belgian corporate law, except in certain limited circumstances, our shareholders may not ask for an inspection of our corporate records, while under Delaware corporate law any shareholder, irrespective of the size of his or her shareholdings, may do so. Shareholders of a Belgian corporation are also unable to initiate a derivative action, a remedy typically available to shareholders of U.S. companies, in order to enforce a right of our company, in case we fail to enforce such right ourselves, other than in certain cases of director liability under limited circumstances. In addition, a majority of our shareholders may release a director from any claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders’ meeting deliberating on the discharge. In contrast, most U.S. federal and state laws prohibit a company or its shareholders from releasing a director from liability altogether if he or she has acted in bad faith or has breached his or her duty of loyalty to the company. Finally, Belgian corporate law does not provide any form of appraisal rights in the case of a business combination, except that in certain cross-border mergers, de‑mergers and conversions dissenting shareholders may have a cash-out right. For additional information on these and other aspects of Belgian corporate law and our restated articles of association, see “Description of Share Capital and Articles of Association.” As a result of these differences between Belgian corporate law and our restated articles of association, on the one hand, and U.S. federal and state laws, on the other hand, in certain instances, you could receive less protection as a shareholder of our company than you would as a shareholder of a U.S. corporation.

In addition, as referred to below in the section “Limitations on director liability”, the Belgian Companies and Associations Code includes a cap on liability for directors as well as persons in charge of daily management, such as our chief executive officer, for any damage they cause due to mismanagement, including breaches of the articles of association and/or the Belgian Companies and Associations Code. This liability cap applies towards the company and third parties. For our directors and management, the cap will be EUR 12,000,000. The cap applies irrespective of the number of claimants or defendants for the same (set of) facts. However, the cap does

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not apply to repetitive minor misconduct, serious error or cases of fraud. Furthermore, the cap does not apply to directors’ liability under the special liability regimes relating to payment of withholding tax, value added tax and social security contributions. Under Delaware corporate law, companies may choose to exculpate directors from personal liability for monetary damages in connection with breaches of their fiduciary duty of care. However, exculpation does not extend to breaches of the duty of loyalty, acts or omissions not in good faith, or transactions from which they derive an improper personal benefit. Officer exculpation is not permitted in connection with claims brought by or in the right of the corporation, including shareholder derivative claims, while director exculpation is not subject to that limitation. As a result, in certain instances, the liability of our directors and officers to shareholders may be less than the liability they would have had if we were a Delaware company.

Certain of our significant shareholders may have different interests from us and may be able to control us, including the outcome of shareholder votes.

Before this offering, (i) , beneficially owns approximately % of our common shares and has one representative at the board level , (ii) , beneficially owns approximately % of our common shares and has one representative at the board level , (iii) , beneficially owns approximately % of our common shares and has one representative at the board level , and (iv) , beneficially owns approximately % of our common shares and has one representative at the board level . As a result, these shareholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our articles of association and approval of certain significant corporate transactions. This control could have the effect of delaying or preventing a change of control of the Company or changes in management, in each case, which other shareholders might find favorable, and will make the approval of certain transactions difficult or impossible without the support of these significant shareholders.

Risks related to taxation

If we are classified as a passive foreign investment company, there could be adverse U.S. tax consequences to U.S. Holders.

Under the Internal Revenue Code of 1986, or the Code, as amended, we will be a “passive foreign investment company” as defined under section 1297 of the Code for U.S. federal income tax purposes, or a PFIC, for any taxable year in which (1) 75% or more of our gross income consists of passive income or (2) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, passive income. Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, and gains from certain property transactions. If we are a PFIC for any taxable year during which a U.S. Holder (as defined below in “Taxation—Material Income Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders”) holds the ADSs, the U.S. Holder may be subject to adverse tax consequences regardless of whether we continue to be a PFIC, including ineligibility for any preferred tax rates on capital gains or on qualified dividends (whether actual or deemed), interest charges on certain taxes treated as having been deferred and additional reporting requirements.

There is a significant risk that we may be a PFIC for any taxable year prior to the commercialization of our drug candidates. It is currently uncertain whether we will be treated as a PFIC for the 2026 taxable year. A separate determination must be made after the close of each taxable year as to whether we are a PFIC for that year. As a result, our PFIC status may change from year to year. Any U.S. Holder who held our ADSs during any time when we were a PFIC will continue to be subject to adverse tax consequences unless certain elections (as described in—Material Income Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—PFIC Rules) are made. Following this offering, the total value of our assets (including intangibles) for purposes of the asset test may be calculated by reference to our market capitalization, which may fluctuate considerably, particularly prior to the commercialization of any of our drug candidates. Because following this offering we will hold a substantial amount of cash (which is a passive asset), fluctuations in the market price of the ADSs may result in our being or becoming a PFIC for the current or any other taxable year. In addition, the composition of our assets will also be affected by how, and how quickly, we spend the cash we raise in this offering. Our income and PFIC

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status for a taxable year will also be affected by the amount of positive interest earned on our bank deposits and the characterization of other sources of gross income that we may receive. To date, our only active income has been income from government grants, but there can be no assurance that we will continue to receive governmental grants. Therefore, prior to the commercialization of any of our drug candidates we may be a PFIC if our interest and other investment income is substantial in comparison to our total gross income. Each U.S. Holder is strongly urged to consult his, her or its tax advisor regarding the application of these rules and the availability of any potential elections.

Changes to applicable tax laws and regulations or exposure to additional tax liabilities could adversely affect our business and future profitability.

We conduct operations, directly and through our subsidiaries, within the EU and the United States, and therefore are subject to income taxes in such jurisdictions. We may also in the future become subject to income taxes in other foreign jurisdictions. Our effective income tax rate could be adversely affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws, changes in accounting and tax standards or practices, changes in the composition of operating income by tax jurisdiction, changes in our operating results before taxes, and the outcome of income tax audits in the jurisdictions in which we operate. We will regularly assess all of these matters to determine our anticipated tax liabilities. If any of our assessments are ultimately determined to be incorrect, our business, results of operations, or financial condition could be materially adversely affected.

Governments in the various jurisdictions in which we operate continue to review, reform and modify tax laws, regulations, treaties, interpretations, policy initiatives and tax authority practices, and how we are treated for tax purposes is subject to changes. For example, on July 4, 2025, the “One Big Beautiful Bill Act” was signed into law and changed a number of key tax provisions, including the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures and the ability to make elective adjustments for prior years, changes to the Section 163(j) interest limitations, updates to net CFC tested income (formerly GILTI) and FDII rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. We are unable to predict whether a tax reform may be proposed or enacted in the future (including with retroactive effect) or whether such changes would have a significant impact on our business, but such changes could result in material changes to the taxes that we are required to provide for and pay in various jurisdictions.

Due to the complexity of multinational tax obligations and filings, we and our subsidiaries may have a heightened risk related to audits or examinations by federal, state, provincial, and local taxing authorities in the jurisdictions in which we operate. Outcomes from these audits or examinations could have a material adverse effect on our business, results of operations, or financial condition.

The tax laws of the jurisdictions in which we operate, as well as potentially any other jurisdiction in which we may operate in the future, have detailed transfer pricing rules that require that all transactions with related parties satisfy arm’s length pricing principles. Although we believe that our transfer pricing policies have been reasonably determined in accordance with arm’s length principles, the taxation authorities in the jurisdictions where we carry on business could challenge our transfer pricing policies. International transfer pricing is a subjective area of taxation and generally involves a significant degree of judgment. If any of these taxation authorities were to successfully challenge our transfer pricing policies, we could be subject to additional income tax expenses, including interest and penalties, as well as transfer pricing mismatches. Any such increase in our income tax expense and related interest and penalties could have a material adverse effect on our business, results of operations, or financial condition. We may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

General risk factors

Exchange rate fluctuations or abandonment of the euro currency may materially affect our results of operations and financial condition.

Potential future expense and revenue may be incurred or derived in currencies other than the U.S. dollar, particularly in Europe. As a result, our business and share price may be affected by fluctuations in foreign exchange

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rates between the U.S. dollar and other currencies, particularly the Euro and British Pound, which may also have a significant impact on our reported results of operations and cash flows from period to period. In addition, the abandonment of the euro by one or more members of the EU could lead to the re-introduction of individual currencies in one or more EU Member States, or in more extreme circumstances, the dissolution of the European Union. The effects on our business of the abandonment of the euro as a currency, the exit of one or more EU Member States from the European Union (such as Brexit) or a potential dissolution of the European Union, are impossible to predict with certainty, and any such events could have a material adverse effect on our business, financial condition and results of operations.

Unstable global economic or political conditions, inflation, increases in interest rates, natural disasters, public health crises, political crises, geopolitical events such as the crisis in Ukraine and the Israel-Hamas war, tensions in U.S.-China relations, or other macroeconomic conditions, could adversely affect our business, financial condition or results of operations.

Our business is susceptible to general conditions in the global economy and in the global financial markets. A global financial crisis or a global or regional political disruption could cause extreme volatility in the capital and credit markets. There can be no assurance that deterioration in credit and financial markets and confidence in economic conditions will not occur. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and share price and could require us to delay, scale back or discontinue the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions.

A severe or prolonged economic downturn, or political disruption or public health crisis could result in a variety of risks to our business and operations, or those of the third parties on which we rely, including delays or disruptions to our clinical trials, weakened demand for our current or future product candidates, if approved, and our ability to raise additional capital when needed on acceptable terms, if at all.

A weak or declining economy or political disruption, such as the tensions in U.S.-China relations, the ongoing military conflict between Russia and Ukraine, or between Hamas and Israel, could also strain our manufacturers or suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our potential drugs, if approved. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects, and we cannot anticipate all of the ways in which the political or economic climate and financial market conditions could adversely impact our business.

It may be difficult for investors outside Belgium to serve process on or enforce foreign judgments against us or our directors and members of our executive committee.

We are a Belgian limited liability company. A majority of the members of our board of directors and members of our executive committee are not resident of the United States. All or a substantial portion of the assets of such non-resident persons and most of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process upon such persons or on us or to enforce against them or us a judgment obtained in U.S. courts. Original actions or actions for the enforcement of judgments of U.S. courts relating to the civil liability provisions of the federal or state securities laws of the United States are not directly enforceable in Belgium.

The United States and Belgium do not currently have a multilateral or bilateral treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. In order for a final judgment for the payment of money rendered by U.S. courts based on civil liability to produce any effect on Belgian soil, it is accordingly required that this judgment be recognized or be declared enforceable by a Belgian court in accordance with Articles 22 to 25 of the 2004 Belgian Code of Private International Law. Recognition or enforcement does not imply a review of the merits of the case and is irrespective of any reciprocity requirement. A U.S. judgment will, however, not be recognized or declared enforceable in Belgium, unless (in addition to compliance with certain technical provisions) the Belgian courts are satisfied of the following:

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the effect of the recognition or enforcement of judgment is not manifestly incompatible with Belgian public order;

•

the judgment did not violate the rights of defense of the defendant;

•

the judgment was not rendered in a matter where the parties did not freely dispose of their rights with the sole purpose of evading the application of the law applicable according to Belgian private international law;

•

the judgment is not subject to further recourse under U.S. law;

•

the judgment is not incompatible with a judgment rendered in Belgium or with a prior judgment rendered abroad that might be recognized in Belgium;

•

the claim was not filed outside Belgium after a claim was filed in Belgium, if the claim filed in Belgium relates to the same parties and the same subject and is still pending;

•

the Belgian courts did not have exclusive jurisdiction to rule on the matter;

•

the U.S. court did not accept its jurisdiction solely on the basis of the presence of the plaintiff or the location of goods not directly linked to the dispute in the United States;

•

the judgment did not relate to the validity, operation, dissolution, or liquidation of a legal entity that has its main seat in Belgium at the time of the petition of the U.S. court;

•

In addition to recognition or enforcement, a judgment by a federal or state court in the United States against us may also serve as evidence in a similar action in a Belgian court if it meets the conditions required for the authenticity of judgments according to the law of the state where it was rendered. The findings of a federal or state court in the United States will not, however, be taken into account to the extent they appear incompatible with Belgian public order.

Based on the lack of a treaty as described above, U.S. investors may not be able to enforce against us or members of our board of directors or our executive management any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws. See also below under “Enforcement of civil liabilities.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains express or implied forward-looking statements that involve substantial risks and uncertainties. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

•

the success, cost and timing of our product development activities and clinical trials of our lead product candidates as well as our other current product candidates and any future product candidates;

•

our need to raise additional funding to further our development activities and clinical trials before we can expect to generate any revenues from product sales;

•

our ability to obtain regulatory approval for our current or future product candidates that we may identify or develop;

•

our ability to ensure adequate supply of our current or future product candidates;

•

our ability to maintain third-party relationships necessary to conduct our business;

•

our dependence upon the success of our research to generate and advance additional product candidates;

•

our ability to establish an adequate safety or efficacy profile for our current or future product candidates that we may pursue;

•

the implementation of our strategic plans for our business, our current or future product candidates we may develop and our technology;

•

our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology, as well as our ability to enforce, protect and defend such intellectual property rights;

•

the rate and degree of market acceptance and clinical utility for our current or future product candidates we may develop;

•

our ability to attract and enroll patients in our clinical trials;

•

our estimates about the size of our market opportunity;

•

our ability to use the proceeds of this offering in ways that increase the value of your investment;

•

our expectations related to the use of proceeds from this offering, and estimates of our expenses, future revenues, capital requirements and our needs for additional financing;

•

our ability to maintain and establish collaborations;

•

our financial performance and liquidity;

•

our ability to effectively manage our potential growth;

•

developments relating to our competitors and our industry, including the impact of government regulation;

•

our ability to retain the continued service of our key professionals and consultants and to identify, hire and retain additional qualified professionals;

•

our ability to maintain adequate internal controls over financial reporting and remediate and prevent material weaknesses; and

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•

other risks and uncertainties, including those listed under the section titled “Risk Factors.”

You should refer to the section of this prospectus titled “Risk Factors” for an additional discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $ million, based on an assumed initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional ADSs in full, we estimate that the net proceeds to us from this offering will be approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by $ million, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of ADSs offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by $ million, assuming the assumed initial public offering price per ADS remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, as follows:

•

$ to advance clinical development of ontunisertib, including for the planned global Phase 2b trial in FSCD patients;

•

$ to advance clinical development of AGMB-447, including for the planned Phase 2 trial in IPF patients; and

•

the remainder to fund advancement of preclinical candidates, general and administrative expenses, working capital, one milestone payment pursuant to our acquisition agreement relating to Origo Biopharma, S.L. and other general corporate purposes.

This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We may also use a portion of the net proceeds to in-license, acquire or invest in additional businesses, technologies, products or assets. We cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering or the amounts that we will actually spend on the uses set forth above. Predicting the cost necessary to develop product candidates and commercialize approved products can be difficult and the amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, the status of and results from clinical trials, any collaborations that we may enter into with third parties for product candidates and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Based on our planned use of the net proceeds from this offering and our existing cash and cash equivalents, we estimate that such funds will be sufficient to fund our operations and capital expenditure requirements until . We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources.

Pending our use of proceeds from this offering, we plan to invest these net proceeds in a variety of capital preservation instruments, including short-term, interest bearing deposits and investment-grade instruments.

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DIVIDEND POLICY

We have never paid or declared any cash dividends in the past, and we do not anticipate paying any cash dividends in the foreseeable future. We intend to retain all available funds and any future earnings to fund the further development and expansion of our business.

All of the common shares represented by the ADSs offered by this prospectus will have the same dividend rights as all of our other outstanding common shares. In general, distributions of dividends proposed by our board of directors require the approval of our shareholders at a meeting of shareholders with a simple majority vote, although our board of directors may declare interim dividends without shareholder approval, subject to the terms and conditions of the Belgian Companies and Associations Code. See “Description of Share Capital and Articles of Association.”

Our ability to distribute dividends is subject to availability of sufficient distributable profits as defined under Belgian law on the basis of our stand-alone statutory accounts prepared in accordance with accounting principles generally accepted in Belgium, or Belgian GAAP (and hence not on the basis of the IFRS consolidated accounts). In particular, dividends can only be distributed if, following the declaration and issuance of the dividends, the amount of our net assets on the date of the closing of the last financial year as shown on the stand-alone statutory non-consolidated financial statements (i.e., summarized, the amount of the assets as shown on the balance sheet, decreased by provisions and liabilities, and, save in exceptional cases, to be mentioned and justified in the notes to the annual accounts, decreased by the non-amortized costs of incorporation and extension and the non-amortized costs for research and development, all in accordance with Belgian GAAP), does not fall below the amount of the paid-up capital (or, if higher, the issued capital), increased by the amount of non-distributable reserves (which include, as the case may be, the unamortized part of any revaluation surpluses).

Furthermore, pursuant to Belgian law and our articles of association, we must allocate each year an amount of at least 5% of our annual net profit under our stand-alone statutory accounts (prepared in accordance with Belgian GAAP) to a legal reserve on our stand-alone statutory accounts, until the legal reserve amounts to 10% of our share capital. Our legal reserve currently does not meet this requirement nor will it meet the requirement at the time of the closing of this offering. Accordingly, 5% of our annual net profit under our stand-alone statutory accounts (prepared in accordance with Belgian GAAP) during future years will need to be allocated to the legal reserve, further limiting our ability to pay out dividends to our shareholders.

In addition to distribution of dividends, under applicable Belgian law, the Company can also make distributions as a return of capital to the shareholders via a reduction of share capital or issue premium. Under Belgian law, the return of capital via a reduction of share capital or issue premium is subject to approval of 75% of the votes of our shareholders cast at a shareholders’ meeting at which at least 50% of the share capital is represented, or, where quorum was not reached at the first meeting, a subsequent meeting to which quorum requirements will not apply.

Additional financial restrictions and other limitations may be contained in any credit agreements or other instruments or agreements governing any indebtedness we may incur in the future.

As a consequence of these facts, there can be no assurance as to whether dividends, capital or issue premium reductions, or similar payments or distributions will be paid out in the future nor, if they are paid, as to their amount. For information regarding the Belgian withholding tax applicable to dividends and related U.S. reimbursement procedures, see “Material income tax considerations—Material Belgian tax considerations.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025 on:

•

an actual basis;

•

a pro forma basis to give effect to the conversion of all outstanding preferred shares into an aggregate of 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon the conversion of the profit sharing certificate, and the expiration of the anti-dilutive warrants, each of which will occur immediately at the consummation of this offering; and

•

on a pro forma as adjusted basis to give effect to the pro forma adjustment set forth above and to give further effect to the sale of ADSs in this offering, based on an assumed initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this information together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information set forth under the sections titled “Use of proceeds” and “Management’s discussion and analysis of financial condition and results of operations.”

As of September 30, 2025

(In thousands of € except for per share amounts)

Actual

Pro
forma(1)

Pro forma
adjusted

Cash and cash equivalents

129,585

Shareholders’ equity:

Preferred shares, no value per share; 1,553,522 shares authorized,
1,553,522 shares issued and outstanding, actual; 1,553,522 shares
authorized, 0 shares issued and outstanding, pro forma; shares
authorized, 0 shares issued and outstanding, pro forma as adjusted

Common shares, no value per share; 25,000 shares authorized, 25,000 shares issued and outstanding, actual; 1,578,522 shares authorized, 1,578,522 shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as
adjusted

Share capital

223,072

Share premium reserve

76,634

Share-based payment reserves

12,457

Other reserves

(966)

Accumulated other comprehensive loss

Accumulated loss

(164,266)

Total shareholders’ equity

146,931

Total capitalization

276,516

(1) The vesting of certain ESOP warrants has been accelerated due to the occurrence of this offering, but no exercise occurs at the consummation of this offering. This accelerated vesting results in an increase in the share-based payment reserve and affects the accumulated loss in the amount of .

Convenience translation calculated using the exchange rate last reported by the U.S. Federal Reserve as of September 30, 2025 at the rate of one Euro per $1.1735.

Our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of the ADSs and the other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of € ($ ) per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents and shareholders’ equity and total capitalization by € million ($ million), assuming that the number of ADSs offered by us, as set forth on the cover page of

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this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of ADSs offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents and shareholders’ equity and total capitalization by € million ($ million), assuming no change in the assumed initial public offering price per ADS and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DILUTION

If you invest in the ADSs in this offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per ADS in this offering and the pro forma as adjusted net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ADS is substantially in excess of the net tangible book value per ADS. As of September 30, 2025, we had a historical net tangible book value of €118.2 million ($138.7 million), or € ($ ) per ADS. Our net tangible book value per share represents total tangible assets less total liabilities, divided by the number of common shares, outstanding on September 30, 2025.

Our pro forma net tangible book value as of September 30, 2025 was € million ($ million), or € ($ ) per ADS. Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the total number of our common shares issued and outstanding at September 30, 2025, after giving effect to the conversion of all of our preferred shares into common shares on a one-for-one basis and the issuance of common shares to argenx BV upon conversion of the profit sharing certificate, each of which will occur immediately prior to the consummation of this offering.

After giving further effect to the sale of ADSs in this offering at an assumed initial public offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at September 30, 2025 would have been € million ($ million), or € ($ ) per ADS. This represents an immediate increase in pro forma as adjusted net tangible book value of € ($ ) per ADS to existing shareholders and immediate dilution of € ($ ) per ADS to new investors. The following table illustrates this dilution to new investors purchasing ADSs in this offering:

Assumed initial public offering price per ADS	€	($ )
Historical net tangible book value per ADS as of September 30, 2025	€	118.2($138.7)
Decrease per ADS attributable to the pro forma adjustments described above	€	($ )
Pro forma net tangible book value per ADS as of September 30, 2025	€	($ )
Increase in pro forma as adjusted net tangible book value attributable to new investors purchasing ADSs in this offering	€	($ )
Pro forma as adjusted net tangible book value per ADS after this offering	€	($ )
Dilution per share to new investors purchasing ADSs in this offering	€	($ )

Convenience translation calculated using the exchange rate last reported by the U.S. Federal Reserve as of September 30, 2025 at the rate of one Euro per $1.1735.

The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of € ($ ) per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value as of September 30, 2025 after this offering by € million ($ million), or approximately € ($ ) per ADS, and would increase (decrease) dilution to new investors by € ($ ) per ADS, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase of 1.0 million in the number of ADSs we are offering would increase our pro forma as adjusted net tangible book value as of September 30, 2025 after this offering by € ($ ) per ADS, and would decrease dilution to new investors by € ($ ) per ADS, assuming the assumed initial public offering price per ADS remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of 1.0 million in the number of ADS we are offering would decrease our pro forma as adjusted net tangible book value as of September 30, 2025

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after this offering by € ($ ) per ADS, and would increase dilution to new investors by € ($ ) per ADS, assuming the assumed initial public offering price per ADS remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional ADSs in full, the pro forma as adjusted net tangible book value per ADS after the offering would be € million ($ million), the increase in net tangible book value per common share to existing shareholders would be € ($ ) per ADS and the immediate dilution in net tangible book value per common share to new investors in this offering would be € ($ ) per ADS.

The following table summarizes, on the pro forma as adjusted basis described above as of September 30, 2025, the differences between the existing shareholders and the new investors in this offering with respect to the number of ADSs purchased from us, the total consideration paid to us and the average price per ADS, based on an assumed initial public offering price of € ($ ) per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	ADSs purchased			Total consideration					Average price per ADS
	Number	Percent		Amount			Percent		Average price per ADS
Existing shareholders			%		€	($ )		%		€	($ )
New investors					€	($ )				€	($ )
Totals			100.0%		€	($ )		100.0%		€	($ )

If the underwriters exercise their option to purchase additional ADSs in full, the percentage of common shares held by existing shareholders will decrease to % of the total number of common shares outstanding after the offering, and the number of shares held by new investors will be increased to , or % of the total number of common shares outstanding after this offering.

The number of common shares (including common shares represented by ADSs) to be outstanding after this offering is based on 25,000 common shares outstanding as of September 30, 2025, and also gives effect to (i) the conversion of all of our outstanding preferred shares into an aggregate of 1,553,522 common shares immediately prior to the consummation of this offering and (ii) issuance of 94,869 common shares to argenx BV upon the conversion of the profit sharing certificate immediately prior to the consummation of this offering and excludes:

•

113,434 common shares issuable upon the exercise of share warrants outstanding as of September 30, 2025 pursuant to our 2024 Plan and 2024 (B) Plan at a weighted-average exercise price of €37.29 per warrant 50% of which share warrants will accelerate and become fully vested and exercisable immediately prior to the consummation of this offering;

•

common shares reserved for future grant or issuance as of December 31, 2025 under our warrant plans; and

•

common shares to be reserved for future issuance under our 2026 Plan to be effective upon the effectiveness of the registration statement of which this prospectus forms a part.

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Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. In addition to historical information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Since our inception in 2017, we have devoted substantially all of our efforts to organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, acquiring or discovering product candidates, research and development activities and providing general and administrative support for these operations. On December 14, 2021, we acquired 100% of the share capital of Agomab Spain, S.L.U. (formerly known as Origo Biopharma, S.L.), a Spanish-based biotechnology company, strengthening our research and development portfolio. To date, we have financed our operations primarily with proceeds from issuance of preferred shares along with anti-dilution warrants. Through September 30, 2025, we had received gross proceeds of €299.7 million from the issuance of preferred shares along with anti-dilution warrants. We do not have any products approved for sale and have not generated any revenue from product sales or otherwise. We do not expect to generate significant revenue from product sales or royalties unless and until our product candidates are approved for marketing and successfully commercialized.

We have incurred significant operating losses since inception, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of any product candidates, if approved. For the nine-month periods ended September 30, 2025 and 2024 and the years ended December 31, 2024 and 2023 we reported net losses of €45.1 million, €34.5 million, €46.3 million and €11.4 million respectively. We expect to continue incurring losses for at least the next several years, and we do not anticipate achieving profitability in the future unless we successfully complete clinical development and obtain regulatory approvals necessary to commercialize any of our future product candidates. We expect our research and development expenses, general and administrative expenses, and capital expenditures will increase substantially in connection with our ongoing activities, particularly if and as we:

•

continue to advance our product candidates, ontunisertib and AGMB-447 through clinical development;

•

seek and maintain regulatory and marketing approvals for our product candidates for which we successfully complete clinical trials;

•

continue the preclinical and clinical development of our product candidates and any potential future product candidates;

•

expand the scope of our current clinical trials for our product candidates, if necessary or desired;

•

identify future product candidates and begin new clinical trials for such candidates;

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•

develop, scale and validate our manufacturing capabilities for late-stage clinical development and commercialization of our product candidates, if successful and approved;

•

establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain regulatory and marketing approval;

•

acquire or in-license other product candidates and technologies;

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obtain, maintain, protect, enforce, defend and expand our intellectual property portfolio;

•

manufacture, or have manufactured, preclinical, clinical and potentially commercial supplies of our current and any future product candidates;

•

attract new and retain existing clinical, scientific, operational, financial and management personnel; and

•

incur additional legal, accounting, and other costs associated with operating as a U.S. public company following the completion of this offering.

Our net losses may fluctuate significantly from period to period, depending on the timing of expenditures related to our research and development activities.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through equity offerings, debt financings or other capital sources, which could include collaborations, strategic alliances, or licensing arrangements. We may be unable to raise additional funds or enter into such arrangements when needed, on favorable terms, or at all. Our failure to raise capital or enter into such agreements as, and when, needed, could have a material adverse effect on our business, results of operations, and financial condition, including requiring us to have to delay, reduce or eliminate product development or future commercialization efforts or grant rights to develop and market our product candidates or any potential future product candidates that we would otherwise prefer to develop and market ourselves. The amount and timing of our future funding requirements will depend on many factors, including the successful advancement of our product candidates. Our ability to raise additional funds may also be adversely impacted by potential worsening global economic conditions.

Because of the numerous risks and uncertainties associated with the development and potential commercialization of product candidates for inflammatory and fibrotic disorders, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of September 30, 2025, we had cash and cash equivalents of €129.6 million. We believe that the anticipated net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements until . We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may satisfy our future cash needs through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding, interest income earned on invested cash balances or a combination of one or more of these sources. We anticipate that we will require additional capital as we seek regulatory approval of our product candidates. We intend to assess and plan for any such funding requirements on an ongoing basis.

Presentation of financial information

Our audited financial statements as of, and for the years ended, December 31, 2024 and 2023 were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Our unaudited interim condensed consolidated financial statements as of September 30, 2025, and for the nine-month periods ended September 30, 2025 and 2024 were prepared in accordance with IFRS Accounting Standard IAS 34 ‘Interim Financial Reporting’ as issued by the IASB.

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Key components of our results of operations

Operating expenses

Research and development

Research and development, or R&D, expenses consist of internal and external costs incurred in the development of our product candidates. R&D expenses comprise costs incurred in performing research and development activities, including:

•

personnel-related costs, including salaries, bonuses, benefits, and stock-based compensation for employees engaged in research and development functions;

•

external expenses, including expenses incurred under arrangements with third parties, such as clinical research organizations, or CROs, who conduct our non-clinical studies and clinical trials, research organizations, consultants and our scientific advisors;

•

the cost of developing and validating our manufacturing process for use in our preclinical studies and future clinical trials;

•

costs for laboratory supplies, research materials and reagents; and

•

facility costs, depreciation, and other expenses, which include direct and allocated expenses.

We expect our R&D expenses to further increase as our clinical programs, ontunisertib and AGMB-447, continue to progress further into clinical development. Furthermore, study and research expenses will increase due to progress made with other research programs.

Although R&D activities are central to our business model, the successful development of any future product candidates is highly uncertain. There are numerous factors associated with the successful development of any product, including future trial design and various regulatory requirements, many of which cannot be determined with accuracy at this time based on our stage of development. In addition, future regulatory factors beyond our control may impact our clinical development programs. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and longer duration of later-stage clinical trials. As a result, we expect our R&D expenses will increase substantially in connection with our ongoing and planned clinical and preclinical development activities in the near term and in the future. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of our current product candidates and any future product candidates. Our future R&D expenses may vary significantly based on a wide variety of factors such as:

•

the number and scope, rate of progress, expense and results of our clinical trials and preclinical studies and any future product candidates we may choose to pursue, including any modifications to clinical development plans based on feedback that we may receive from regulatory authorities;

•

per patient trial costs;

•

the number of trials required for approval;

•

the number of sites included in the trials;

•

the countries in which the trials are conducted;

•

the length of time required to enroll eligible patients;

•

the number of patients that participate in the trials;

•

the number of doses that patients receive;

•

the drop-out or discontinuation rates of patients;

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•

the potential additional safety monitoring requested by regulatory agencies;

•

the duration of patient participation in the trials and follow-up;

•

the cost and timing of manufacturing clinical supply;

•

the extent of changes in government regulation and regulatory guidance;

•

the timing, receipt, and terms of any approvals from applicable regulatory authorities; and

•

the extent to which we establish additional collaboration, license, or other arrangements.

A change in the outcome of any of these variables with respect to the development of our product candidates or any potential future product candidate could mean a significant change in the costs and timing associated with the development of that potential future product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we anticipate would be required for the completion of clinical development of a potential future product candidate, or if we experience significant delays in our clinical trials due to slower than expected patient enrolment or other reasons, we would be required to expend significant additional financial resources and time on the completion of clinical development.

General and administrative

General and administrative, or G&A, expenses include all costs incurred for overall day-to-day operations of the company. G&A expenses include professional service fees for consultants, lawyers, and other external experts, board fees, office supplies and sundries, travel and meeting costs incurred for investor and business conferences, facility rent and related expenses, depreciation and amortization costs for office and car leases, personnel costs and share-based compensation for employees not directly attributable to R&D.

As our R&D activities further increase, we expect a further increase in supportive functions and related G&A expenses. These increases will likely include increased costs related to the hiring of additional personnel and fees paid to outside consultants and for additional and larger facilities among other expenses. We also anticipate increased expenses related to audit, accounting, legal, regulatory, and tax-related services associated with maintaining compliance with the Nasdaq Global Market, or Nasdaq, and the Securities and Exchange Commission, or the SEC, requirements, director and officer insurance premiums, and investor relations costs associated with operating as a U.S. public company.

Other operating income

We currently have no marketable product, therefore we are not revenue generating. Income received consists of government grants, R&D tax credit income and R&D personnel credits relating to a government incentive to support innovation via a reduction in withholding income taxes for qualified personnel employed in R&D.

We receive R&D innovation grants issued by the Flanders Innovation and Entrepreneurship agency, or VLAIO. These grants are recognized as government grant income over the term of the related project subject to compliance with the applicable conditions. Grant income is recognized based on the timing of R&D expenses incurred.

R&D tax credits are a tax incentive measure allowed by the Belgian federal government for European Small and Medium-sized Enterprises, or SMEs. The tax credits are received in relation to eligible incurred R&D expenses. The R&D tax credits will be paid to us in cash four years from the time of the claim, to the extent it is not offset against the taxable income over the respective periods.

Lastly, we also receive a tax incentive issued by the Belgian federal government to support innovation via a reduction in withholding taxes paid for qualified personnel employed within R&D, which we refer to as social charges.

Changes in fair value of financial liabilities

Financial liabilities measured at fair value, valued based on level three input, comprise of the anti-dilution warrants, or ADWs, and the contingent consideration linked with the acquisition of Agomab Spain in 2021. These

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ADWs and earn-out consideration are measured at fair value as of the balance sheet dates and the changes recognized through profit and loss.

ADWs are financial instruments to protect existing shareholders from the potential dilutive effect of future capital increases. An ADW grants the holder the right to obtain an additional variable number of preferred A, B, C or D shares, as applicable, in the event of a dilutive capital increase. The protection these ADWs provide expires 10 years after issuance and in case of changes or termination of the shareholders agreement or in case of an initial public offering, or IPO, or liquidity event.

The contingent consideration issued as a result of the acquisition of Agomab Spain consists of a maximum future contingent milestone payment to Agomab Spain’s former equity holders of €20.0 million if all the targets agreed to in connection with the acquisition are achieved, of which €3.0 million was paid in the second quarter of 2025. At each reporting date, the fair value of the contingent consideration is remeasured based on the present value of expected future cash flows, adjusted for risk, and discounted using the Weighted Average Cost of Capital, or WACC.

Financial income and expenses

Financial income and expenses consist of interest income and expenses and foreign exchange gains or losses. The financial expenses also include bank charges paid.

Income taxes

We incurred tax losses in current and prior years. It is not assessed as probable that future taxable profits will be available against which the tax losses can be utilized. Therefore, no deferred tax assets have been recognized in excess of the deferred tax liabilities, relating to the same taxation authority and the same taxable entity. We are subjected to corporate income taxation in Belgium, Spain and the US, which have a blended average tax rate of 25%.

Results of operations

Comparison of the nine months ended September 30, 2025 and 2024

The following table provides our results of operations for the nine months ended September 30, 2025 and 2024:

	Nine months ended September 30,
	2025		2024		Change		% Change
	(in thousands EUR)
Research and development expenses		(35,015)		(28,582)		(6,433)		23%
General and administrative expenses		(9,620)		(8,664)		(956)		11%
Total operating expenses		(44,635)		(37,246)		(7,389)		20%
Other operating income		1,887		1,039		848		82%
Operating loss		(42,748)		(36,207)		(6,541)		18%
Changes in fair value of financial liabilities		(3,227)		1,147		(4,374)		(381)%
Financial expenses		(199)		(222)		23		(10)%
Financial income		1,028		747		281		38%
Loss before taxes		(45,146)		(34,535)		(10,611)		31%
Tax income		—		—		—		—
Loss for the period		(45,146)		(34,535)		(10,611)		31%
Weighted average number of common shares outstanding		25,000		25,000		—		—
Basic and diluted loss per share (in thousands of €)		(2.26)		(1.68)		(0.58)		35%

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Total operating expenses

Research and development expenses

The following table provides an allocation of the R&D expenses by R&D project for the nine months ended September 30, 2025 and 2024:

	For the nine months ended September 30
	2025		2024		Change		% Change
	(in thousands EUR)
ontunisertib		17,307		13,793		3,514		25%
AGMB-447		12,013		9,221		2,792		30%
Unallocated expenses on other research programs(1)		5,695		5,568		126		2%
Total R&D expenses		(35,015)		(28,582)		(6,433)		23%

The increase in R&D expenses of €3.5 million relating to ontunisertib for the nine months ended September 30, 2025 is related to progress made within the clinical testing phase, which resulted in increased R&D expenses. For our AGMB-447 program, the R&D expenses increased to €12.0 million for the nine months ended September 30, 2025, from €9.2 million for the nine months ended September 30, 2024, for a similar reason as progression has been made on a clinical phase.

Our other programs are still in a preclinical phase, which means that most of the expenses are related to study research.

General and administrative expenses

The increase of €1.0 million in general and administrative expenses for the nine months ended September 30, 2025 is related to an increase in share-based compensation payments of €2.3 million. Furthermore, employee benefits expenses increased by €0.5 million due to an increase of general and administrative staff. Office materials and services increased by €0.5 million. The remaining increase of €0.1 million is related to expenditures incurred in connection with our organizational growth. This increase was partially offset with a decrease in professional service fees of €2.2 million, linked to lawyer, notary and consulting fees, in audit and accounting fees.

Other operating income

Other operating income increased to €1.9 million for the nine months ended September 30, 2025, from €1.0 million for the nine months ended September 30, 2024. This relates mainly to an increase of €0.9 million in government grants. Furthermore R&D tax credit increased by €0.1 million in line with the increased R&D expenditures, and R&D personnel credit increased by €0.1 million in line with increasing number of R&D employees.

Changes in fair value of financial liabilities

The loss resulting from changes in fair value increased by €4.4 million to €3.2 million for the nine months ended September 30, 2025, compared to €1.1 million gain for the nine months ended September 30, 2024. This net loss is the result from changes in fair value of our ADWs and the contingent earn-out consideration. Both are financial liabilities measured at fair value, based on level three inputs.

For the nine-month period ended September 30, 2025, the probability of an exit, being a qualified IPO or liquidity event, remained 100%, in line with December 31, 2024, resulting in the expiry of the ADWs and hence them having no remaining value. Therefore, no additional cost was recognized within the statement of comprehensive income. For the nine-month period ended September 30, 2024, an additional cost of €0.9 million was recognized within the statement of comprehensive income due to the exit scenario foreseeing in an additional funding round.

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During the nine-month period ended September 30, 2025, a first payment of €3.0 million was made to the former shareholders of Agomab Spain due to the achievement of the first tranche of the first milestone. The earn-out consideration for both tranches of the first milestone amounts to €10.0 million in aggregate. The first €3.0 million payment thus resulted in a decrease of the earn-out liability for the same amount, an increase in probability to 100% for payment of remaining €7.0 million of the first milestone, and an increase in the probabilities of meeting subsequent milestones. As a result, an additional cost of €3.2 million was recognized within the statement of comprehensive income for the nine-month period ended September 30, 2025. For the nine-month period ended September 30, 2024, an additional cost of €0.1 million was recognized within the statement of comprehensive income resulting from a small decrease within the WACC applied within the remeasurement of the fair value of the earn-out consideration at the nine-month reporting period ended September 30, 2024.

Financial income and expenses

Financial income and expenses for both nine months ended September 30, 2025 and 2024 consists of interest expenses or income and gains or losses from exchange rate differences. For the nine months ended September 30, 2025, the financial income exceeded the financial expenses resulting in a net income of €0.8 million which is due to the increased interest income received over short term deposits offset against minor interest expenses. For the nine months ended September 30, 2024, financial income exceeded the financial expenses resulting in a net income of €0.5 million due to the increased interest rates received over short term deposits offset against minor interest expenses.

Tax income

Current income tax expenses for both nine-month interim periods ended September 30, 2025 and 2024, are negligible. For the nine-month period ended September 30, 2025 and 2024, no deferred tax assets have been recognized in excess of the deferred tax liabilities, relating to the same taxation authority and the same taxable entity, as it is uncertain the Company will have taxable profits available against which these deferred tax assets could be offset.

Comparison of the years ended December 31, 2024 and 2023

The following table provides our results of operations for the years ended December 31, 2024 and 2023:

	For the year ended December 31
	2024		2023		Change		% Change
	(in thousands EUR)
Research and development expenses		(39,310)		(26,311)		(12,999)		49%
General and administrative expenses		(10,133)		(6,097)		(4,036)		66%
Total operating expenses		(49,443)		(32,408)		(17,035)		53%
Other operating income		1,422		1,218		204		17%
Operating loss		(48,021)		(31,190)		(16,831)		54%
Changes in fair value of financial liabilities		848		18,964		(18,116)		(96)%
Financial expenses		(357)		(86)		(271)		315%
Financial income		1,267		303		964		318%
Loss before taxes		(46,263)		(12,009)		(34,254)		285%
Income tax (expense)/income		(4)		619		(623)		(101)%
Loss for the year		(46,267)		(11,390)		(34,877)		306%
Other comprehensive loss for the period, net of tax		(83)		—
Total comprehensive loss for the year		(46,350)		(11,390)		(34,960)		307%

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Total operating expenses

Research and development expenses

The following table provides an allocation of the R&D expenses by R&D project for the years ended December 31, 2024 and 2023:

	For the year ended December 31
	2024		2023		Change		% Change
	(in thousands EUR)
ontunisertib		19,383		10,623		8,760		82%
AGMB-447		12,497		9,448		3,049		32%
Unallocated expenses on other research programs(1)		7,430		6,241		1,189		19%
Total R&D expenses		39,310		26,311		12,999		49%

(1)

The costs primarily consist of directly attributable R&D expenses and related payroll costs.

The increase in R&D expenses of €8.8 million relating to ontunisertib for the year ended December 31, 2024 is related to progress made within the clinical testing phase, which resulted in increased R&D expenses. For our AGMB-447 program, the R&D expenses increased to €12.5 million for the year ended December 31, 2024, from €9.4 million for the year ended December 31, 2023, for a similar reason as progression has been made on a clinical phase.

Our other programs are still in a preclinical phase, which means that most of the expenses are related to study research. The decrease of our other programs of €1.2 million when comparing the R&D expenses for the years ended December 31, 2024 and 2023 is primarily due to a rebalancing of resources, both in terms of materials and labor, to our lead clinical programs.

General and administrative expenses

The increase of €4.0 million in general and administrative expenses for the year ended December 31, 2024 is related to an increase within employee benefits of €1.6 million due to an increase of general and administrative staff. Furthermore, general and administrative expenses increased due to €2.1 million related to lawyer, notary and consulting fees, increase in audit and accounting fees and travel and meeting expenses incurred for investor and business conferences. The remaining increase of €0.3 million is related to expenditures we incurred in connection with our organizational growth.

Other operating income

Other operating income increased to €1.4 million for the year ended December 31, 2024 from €1.2 million for the year ended December 31, 2023. This relates mainly to a decrease of €0.2 million in government grants offset by an increase of €0.1 million in R&D tax credit, and an increase of €0.3 million in the R&D personnel credit in line with increasing number of employees.

Changes in fair value of financial liabilities

Our financial liabilities measured at fair value, valued based on level three inputs, comprise of the ADWs and the contingent consideration.

As the probability of an IPO or liquidity event has increased in the financial year 2024 compared to 2023, the fair value of these ADWs, which are a liability on the consolidated statement of financial position, has decreased to €0.0 million as of December 31, 2024 from €1.2 million as of December 31, 2023. This generated an additional income impact within the consolidated statement of profit or loss and other comprehensive income or loss for the year ended December 31, 2024 of €1.2 million.

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The earn-out liability increased to €7.9 million as of December 31, 2024 from €7.5 million as of December 31, 2023. The increase for the year ended December 31, 2024 is the effect of increased probability of meeting the contractually-agreed milestones pursuant to which the earn-out is calculated. This resulted in an additional cost recognized within the consolidated statement of profit or loss and other comprehensive income or loss of €0.4 million for the year ended December 31, 2024.

Financial income and expenses

Financial income and expenses for both financial years 2024 and 2023 consists of interest expenses or income and gains or losses from exchange rate differences. For the year ended December 31, 2024, the financial income exceeded the financial expenses resulting in a net income of €0.9 million which can be explained due to the increased interest income received over short term deposits. For the year ended December 31, 2023, financial income exceeded the financial expenses resulting in a net income of €0.2 million which can be explained due to the increased interest rates received over short term deposits offset against minor interest expenses, which can be explained due to the increased interest rates received over short term deposits offset against minor interest expenses.

Tax income

Current income tax expense for both financial year 2024 and 2023 are negligible. The recognized deferred tax income was €0.0 million and €0.6 million for the years ended December 31, 2024 and 2023, respectively. The decrease of €0.6 million for the year ended December 31, 2024 in deferred tax income is due to deferred tax assets on the increasing carryforward of tax losses recognized in 2023, most of which cannot be recognized in 2024 as they exceed the amount of deferred tax liabilities, which were recognized as a result of the historic acquisition of Agomab Spain.

Liquidity and capital resources

We are a clinical-stage biopharmaceutical company focused on developing novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications, that has not generated revenues for the nine-months ended September 30, 2025, and 2024, and the years ended December 31, 2024, and 2023. Since inception, we have incurred substantial losses and negative cash flows from operations and expect to further incur significant operating losses for the foreseeable future and may never become profitable. We had an accumulated loss of €164.3 million as of September 30, 2025.

Sources of liquidity

Since our inception, we have financed our operations through the issuance of common and preferred shares, and in case of the preferred shares along with anti-dilution warrants, to our founders and investors, raising a capital of €299.7 million in gross proceeds.

During the nine months ended September 30, 2025, we received two new government grants in Belgium of €2.0 million. The first tranche of the grants of €0.6 million was received during the nine months ended September 30, 2025.

Operating capital and capital expenditure requirements

Based on our current business plan, we believe that the anticipated net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund our operating expenses and capital expenditure requirements until . We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. We anticipate that we will require additional capital as we seek regulatory approval of our product candidates. We intend to assess and plan for any such funding requirements on an ongoing basis.

In the future, we may not be able to raise additional funds, on favorable terms or at all, when cash is needed. Circumstances may arise that severely disrupt our possibility to raise capital or similar arrangements, which would

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have a significant negative impact on our financial condition and the ability to execute our business plan as we are currently not generating any revenue from product sales or otherwise and are not expecting to do so in the foreseeable future. In this case we could be forced to delay, limit or terminate single or multiple R&D projects which would have an impact on the future success of our company. Our present and future funding requirements will depend on several factors, including, but not limited to:

•

progression, timing and completion of our preclinical and clinical-stage activities;

•

the number of product candidates we identify and decide to further develop;

•

the costs incurred for filing for, applying for, maintaining, enforcing or defending our patents against claims or infringements by third parties;

•

the time and costs incurred in obtaining regulatory approval for our product candidates and any delays we may encounter as a result of evolving regulatory requirements or adverse results with respect to our product candidates;

•

the costs incurred for the creation of effective selling and marketing activities to commercialize, if any, our future product candidates; and

•

the amount of revenue, if any, generated from product sales or royalties from any of our future product candidates, if any, after obtaining regulatory approval for commercialization.

Cash flows

Comparison of the nine months ended September 30, 2025 and 2024

The following table shows our cash flows for the nine months ended September 30, 2025 and 2024:

	Nine months ended September 30,
	2025		2024		Change		% Change
	(in thousands EUR)
Net cash used in operating activities		(38,570)		(34,391)		(4,179)		12%
Net cash provided by (used in) investing activities		(3,000)		(312)		(2,688)		862%
Net cash provided by (used in) financing activities		(304)		14,900		(15,204)		(102)%
Net increase (decrease) in cash and cash equivalents		(41,874)		(19,803)		(22,071)		111%

Operating activities

Net cash used in operating activities for the nine months ended September 30, 2025 was €38.6 million compared to €34.4 million for the nine months ended September 30, 2024. Net cash used in operating activities in each year was primarily driven by net losses incurred for the nine-month interim period ended September 30, 2025 and 2024. The increase of €4.2 million in net cash used in operating activities for the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, was a result of an increase in total operating expenses of €7.4 million during the nine months ended September 2025. This was offset by the effect of timing of payments and collections of working capital payables and receivables, respectively, when compared with the prior year.

Investing activities

Net cash used in investing activities for the nine months ended September 30, 2025 increased with €2.7 million was mainly the result of a €3.0 million milestone payment payable to the former shareholders and ESOP holders of Origo Biopharma, S.L. Net cash provided by investing activities for the nine months ended September 30, 2024 was €0.3 million as a result of investments in our current office.

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Financing activities

Net cash provided by financing activities decreased to (€0.3) million for the nine months ended September 30, 2025 from €14.9 million for the nine months ended September 30, 2024. The financing activities relate to the repayment of lease liabilities during the nine months ended September 30, 2025. The financing activities during the nine months ended September 30, 2024 relate to €15.0 million of proceeds received during April, 2024, pursuant to the last tranche of the Series C capital funding round in 2023, for a total subscription amount of €94.9 million.

Comparison of the years ended December 31, 2024 and 2023

The following table shows our cash flows for the years ended December 31, 2024 and 2023:

	For the years ended December 31
	2024		2023		Change		% Change
	(in thousands EUR)
Net cash used in operating activities		(46,828)		(24,592)		(22,236)		90%
Net cash from (used in) investing activities		(675)		40,000		(40,675)		(102)%
Net cash from financing activities		96,762		79,324		17,438		22%
Net increase (decrease) in cash and cash equivalents		49,260		94,732		(45,472)		(48)%

Operating activities

Net cash used in operating activities for the year ended December 31, 2024 was €46.8 million compared to €24.6 million for the year ended December 31, 2023. Net cash used in operating activities in each year were primarily driven by net losses incurred for the years ended December 31, 2024 and 2023. The increase of €22.2 million in net cash used in operating activities for the year ended December 31, 2024 when compared to the year ended December 31, 2023 was as a result of an increase in total operating expenses of €17.0 million in 2024. This was offset by the effect of timing of payments and collections of working capital payables and receivables, respectively, when compared with the prior year.

Investing activities

Net cash used in investing activities for the year ended December 31, 2024 was €0.7 million as a result of investments in our current office. Cash from investing activities for the year ended December 31, 2023 was €40.0 million as a result of the investment of €40.0 million in the term deposit during the year, which was initially invested in 2022.

Financing activities

Net cash provided by financing activities increased to €96.8 million for the year ended December 31, 2024, from €79.3 million for the year ended December 31, 2023. This increase is a result of a capital funding round in 2024, for a total subscription amount of €82.1 million. An additional €15.0 million was received on April 15, 2024, relating to a capital funding round in 2023. Net cash from financing activities for the year ended December 31, 2023 was €79.3 million which is mainly attributable to a capital funding round in 2023, for a total subscription amount of €94.9 million of which €79.9 million was received during the year ended December 31, 2023.

Contractual obligations and commitments

In the ordinary course of our business, we regularly use the services of subcontractors and enter into research and partnership arrangements with various Contract Research Organizations, or CROs, Contract Development and Manufacturing Organizations, or CDMOs, and other subcontractors, who conduct clinical trials, preclinical

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activities and manufacturing activities in relation to our product candidates. Any obligations we have are commitments related to these contractual agreements. They are classified as less than one year maturity in the absence of a fixed schedule in contracts. In case of multiple-year contracts, such as CRO contracts, they will typically include payments that are conditional to the completion of future development milestones.

Off-balance sheet arrangements

We did not have for the periods reported, and we do not currently have, any material off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Internal control over financial reporting

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

We must maintain effective internal control over financial reporting in order to accurately and timely report our results of operations and financial condition. In addition, as a public company listed in the United States, the Sarbanes-Oxley Act of 2002, or SOX act, will require, among other things, that we assess the effectiveness of our internal controls over financial reporting at the end of each fiscal year, starting with the end of the first full fiscal year after the completion of the U.S. offering. However, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting for so long as we are an “emerging growth company,” which may be up to five fiscal years following the date of this U.S. offering. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not.

In conjunction with preparing our financial statements as of and for the years ended December 31, 2024, and 2023 for this offering, material weaknesses in our internal controls over financial reporting and IT general controls were identified. We have determined that we did not:

•

design or maintain an effective control environment commensurate with our financial reporting requirements due to a lack of a formal, documented implemented processes, controls and review procedures, lack of resources for assessment of complex accounting topic and insufficient segregation of duties in our finance and accounting functions;

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design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, year-end reporting and disclosures, including controls over the preparation and review of account reconciliations, journal entries and period end financial reporting; and design and maintain effective controls over certain information technology general controls for IT systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain: (i) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, and (ii) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately.

These material weaknesses did not result in a material misstatement to our financial statements included herein.

We are developing a remediation plan to address these material weaknesses and strengthen our controls in these areas. In this regard, we have started to expand our finance and accounting team by hiring additional experienced employees to provide more review and oversight over our financial processes. We have also begun the process of reviewing and documenting our accounting and financial processes and internal controls, improving

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and formalizing accounting and reporting policies, and building out the appropriate technical, financial management and reporting systems infrastructure to automate and standardize such policies. As part of these efforts, we have also implemented an enterprise resource planning (ERP) system to further enhance the efficiency, consistency, and reliability of our financial reporting and controls. While we are working to remediate the material weaknesses as quickly and efficiently possible, we cannot at this time provide the expected timeline in connection with implementing our remediation plan. Please see the section entitled “Risk Factors—In preparation of this offering, we identified material weaknesses in our internal control over financial reporting. If we are unable to successfully remediate the existing material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.”

Critical accounting policies and estimates

This Management’s Discussion and Analysis of Financial Condition and Results has been compiled based on our financial statements, as prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). The compilation process of our financial statements and linked disclosures required us to make estimates and assumptions that could affect the reported amounts within the statements of financial position and performance. Our estimates are based on management assessment of circumstances and historical experience with similar situations. We evaluate our estimates and assumptions taken on an ongoing basis, as a result of which actual results may differ from our estimates.

Our material accounting policies and key judgements and major sources of estimation uncertainty are described in detail within Notes 2 and 4 of our financial statements appearing at the end of this prospectus.

Quantitative and qualitative disclosures about market risks

Our principal financial instruments held are cash and cash equivalents, held at current accounts at reputable European banks. The primary purpose of these cash and cash equivalents is to finance the day-to-day business and R&D activities. No derivative financial instruments are held for speculative or hedging purposes.

We are exposed to the following principal risks as described hereafter.

Interest rate risk

Cash is placed on short-term deposits to optimize interest earned and money market funds while maintaining sufficient funds available for our day-to-day operations and R&D activities. As we currently have no borrowings outstanding, variable interest rates are only applicable over cash and cash equivalents held on current accounts. Therefore, we are not exposed to material interest rate risks.

Foreign exchange risk

We are exposed, amongst others, to limited purchase contracts in USD, CHF and GBP. Any purchases in foreign currencies are settled at the spot rate at the time of payment, which is within one month of the invoice date. On that basis, we are not subject to significant foreign exchange risks.

Liquidity risk

We try to maintain adequate cash reserves, continuously monitoring forecast and actual cash flows, and matching the maturity profiles of financial assets and liabilities to mitigate the liquidity risk. Our main sources of cash inflows are through capital increases and government grants. All cash is held in immediately accessible current accounts with reputable banks and, if deemed appropriate, in highly liquid money market funds with a low risk profile and term deposit accounts with maturity of one year or less at high quality financial institutions. We currently do not have any unused credit lines available.

Recently adopted accounting pronouncements and accounting pronouncements not yet adopted

Recently adopted and not yet adopted accounting pronouncements, IFRS Accounting Standards, that may potentially impact our financial position and results of operations are disclosed in Note 2 of our financial

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statements appearing at the end of this prospectus. We have not early adopted any other standard, interpretation, or amendment that has been issued but is not yet effective. We are currently still assessing the impact of these new accounting standards and amendments that are not yet effective.

Exemptions and foreign private issuer status

Emerging growth company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As such, we are eligible, for up to five years, to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include:

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we are not required to comply with the auditor attestation requirements of Section 404 of the SOX act;

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compliance with requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements;

•

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the closing of this offering or such earlier time that we no longer qualify as an emerging growth company. As a result, the information we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests.

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of this offering; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act; or (iv) the date on which we have issued more than $1 billion in non-convertible debt securities during any three-year period.

Foreign private issuer

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the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP;

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the “short-swing” profit recovery provisions of Section 16 of the Exchange Act; and

•

We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer.

We are required to assess our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We will remain a foreign private issuer until such time that 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of board of directors or our executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

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BUSINESS

Overview

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Ontunisertib (AGMB-129): Our lead product candidate, ontunisertib (AGMB-129), is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5, or TGFβR1, in development for the treatment of Fibrostenosing Crohn’s Disease, or FSCD. FSCD is a severe complication of Crohn’s Disease, or CD, that is associated with significant morbidity. There are approximately 1.4 million patients under treatment for CD in the seven major markets of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan, and approximately 620,000, or 46%, of these patients have FSCD. The emergence of burdensome symptomatic strictures is considered to be an inevitable consequence of long-term inflammation for the large proportion of patients with CD who progress to FSCD and eventually require surgery. There are no approved pharmacologic therapies for FSCD. We believe ontunisertib has the potential to change the paradigm for treating FSCD patients and provide the first pharmacologic treatment for strictures. Ontunisertib is designed to act locally in the gastrointestinal tract, enabling high exposure in the target tissue. Then, following absorption, ontunisertib is rapidly inactivated in the liver to avoid potential toxicities associated with systemic TGFβ signaling inhibition. In November 2025, we announced topline results of the global randomized, double-blind, placebo-controlled Phase 2a trial of ontunisertib, or the STENOVA trial, in 103 FSCD symptomatic patients with at least one ileal stricture. Part A of the STENOVA study achieved its primary endpoint of assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. The severity and incidence of adverse events were balanced across all treatment arms, including the placebo. Pharmacokinetic results confirmed the GI-restricted profile of ontunisertib with high local and low systemic exposure of ontunisertib in FSCD patients. We also observed positive signals on several exploratory clinical endpoints. The 48-week open-label treatment extension of the STENOVA trial with ontunisertib is currently ongoing and we expect to report the results of such open-label treatment extension in the second half of 2026. Based on the positive results observed in the STENOVA study to date, we are preparing to initiate a Phase 2b trial of ontunisertib in patients with symptomatic FSCD in the second half of 2026.

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in 108 healthy participants where we observed positive topline interim results and expect to report data from IPF patients in the second half of 2026.

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Discovery and preclinical portfolio: We have a robust discovery pipeline including several programs in the early stages of development. AGMB-101, our most advanced preclinical asset, is a hepatocyte growth factor-, or HGF-, mimetic monoclonal antibody that acts through agonism, or stimulation, of the MET receptor and has demonstrated both antifibrotic and regenerative activity in preclinical models. We have concluded IND-enabling studies for AGMB-101 and received regulatory clearance to proceed with a Phase 1 single ascending dose trial in healthy participants and patients with liver cirrhosis. We are assessing initiation of further development of AGMB-101 as we explore strategic options for the candidate and its related intellectual property.

Fibrosis TGFβ and HGF

The HGF pathway, like TGFβ, has also been established to be a key modulator of fibrosis and represents a promising target for progressive liver cirrhosis, as well as gastrointestinal, pulmonary, and renal disorders. In contrast to TGFβ, however, the HGF pathway possesses anti-fibrotic activity. The HGF pathway is a critical modulator of the proliferation, survival, motility, and differentiation of epithelial cells and has a strong regenerative effect. We have an HGF-mimetic monoclonal antibody in our development pipeline that we believe has the potential to act as an agonist of the MET receptor in a robust, stable, specific, and convenient fashion, something which has not been possible with putative small molecule agonists or native HGF.

Our pipeline

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ALK5, activin receptor-like kinase 5; GI, gastrointestinal; OLE, Open Label Extension

We have a robust discovery pipeline including several programs in the early stages of development.

Ontunisertib (AGMB-129): Potential treatment for Fibrostenosing Crohn’s Disease

Ontunisertib (AGMB-129), our lead product candidate, is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5 in development for the treatment of FSCD. FSCD is a severe complication of CD that is associated with significant morbidity. There are approximately 1.4 million patients under treatment for CD in the seven major markets of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan, and approximately 620,000, or 46%, of these patients have FSCD. FSCD is caused by a narrowing, or stricturing, of the intestinal lumen due to fibrosis. Over time, these strictures can lead to abdominal pain, cramping, and vomiting after meals, and often require dietary modifications which can lead to malnutrition. There are no approved pharmacologic therapies for FSCD and currently approved therapies for CD mainly target inflammation but have not demonstrated efficacy in FSCD. Therefore, nearly all patients with intestinal strictures will require bowel surgery, which makes FSCD the leading cause of surgery in CD patients.

We conducted a global randomized, double-blind, placebo-controlled STENOVA Phase 2a trial of ontunisertib. We enrolled 103 FSCD patients with non-critical symptomatic strictures. The primary endpoint of the study was assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. The co-secondary endpoints were the pharmacokinetics (PK) and target engagement of ontunisertib 100mg QD and 200mg BID in FSCD patients. In STENOVA, we are also exploring novel potential efficacy endpoints in FSCD. These include Clinical Outcome Assessment, or COA, instruments evaluating the clinical benefit to patients, such as a specific patient-reported outcome, or PRO, instrument, named S-PRO (Stricturing Patient-Reported Outcome). We also assess radiological improvement by several imaging modalities, including magnetic resonance enterography, or MRE, and the Simple Endoscopy Score in Crohn’s Disease (SES-CD). MRE provides information about structural severity criteria including stricture length, bowel wall thickness, and the presence and diameter of any associated pre-stenotic dilation. The SES-CD provides information about luminal disease activity and evaluates inflammatory changes as well as narrowing and is used as co-primary endpoint for luminal CD. We announced topline data

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from the STENOVA trial in November 2025. We reported that Part A of the STENOVA study achieved its primary endpoint of assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. The severity and incidence of adverse events were balanced across all treatment arms, including the placebo. Pharmacokinetic results confirmed the GI-restricted profile of ontunisertib with high local and low systemic exposure of ontunisertib in FSCD patients. We also observed positive signals on several exploratory clinical endpoints. We expect to report the results of the 48-week open-label treatment extension of the STENOVA trial in the second half of 2026. We also plan to initiate a Phase 2b trial of ontunisertib in the second half of 2026.

AGMB-447: Potential treatment for IPF

AGMB-447, our second clinical-stage product candidate, is an inhaled small molecule inhibitor of TGFβR1 in development for the treatment of IPF. IPF is a rare progressive fibrotic lung disease that has a poor prognosis for patients with a median life expectancy of less than five years. IPF affects approximately 240,000 people in the United States, Japan, the United Kingdom, and the four largest European markets (France, Germany, Spain, and Italy), with 30,000 to 40,000 new cases being diagnosed each year in the United States alone. There are currently three FDA-approved therapies for IPF: pirfenidone, initially marketed as Esbriet® by Roche and nintedanib, marketed as Ofev®, and nerandomilast, marketed as Jascayd®, both by Boehringer Ingelheim. These drugs have shown modest slowing of disease progression in certain patients; however, these products do not enable recovery of lost lung function and are associated with severe safety and tolerability concerns which can be further complicated by drug-drug interactions. Despite the limitations of available treatments, the aggregate annual revenue for these therapies was approximately $4.1 billion in 2024 across IPF and other fibrosing interstitial lung diseases.

We are conducting a randomized, double-blind, placebo-controlled Phase 1 clinical trial intended to evaluate the safety, PK, PD and target engagement of AGMB-447. The trial is a single center, 3-part, double-blind, randomized, placebo-controlled single ascending dose (SAD; Part A) and multiple ascending dose (MAD; Part B) study in healthy participants and multiple dose study in IPF participants (Part C). AGMB-447 is administered via nebulization, over 7 days in Part B and over 14 days in Part C. The trial is being conducted in the United Kingdom.

We enrolled 108 healthy participants in the SAD and MAD B1-B6 portions of the trial. We also initiated the IPF cohort of the study and enrolled the first patients. We plan to enroll up to 12 IPF patients in the Phase 1b study with AGMB-447.

We completed an interim analysis of the SAD and MAD B1-6 stages in healthy participants where we observed positive topline interim results and expect to report results of the Phase 1b in IPF patients in the second half of 2026. We also plan to initiate a Phase 2 trial in IPF patients in the second half of 2026.

Discovery and preclinical portfolio

We have a robust discovery pipeline including several programs in the early stages of development. AGMB-101, our most advanced preclinical asset, is an HGF-mimetic monoclonal antibody that acts through agonism, or stimulation, of the MET receptor and has demonstrated both antifibrotic and regenerative activity in preclinical models. We have concluded IND-enabling studies for AGMB-101 and received regulatory clearance to proceed with

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a Phase 1 single ascending dose trial in healthy participants and patients with liver cirrhosis. We are assessing initiation of further development of AGMB-101 as we explore strategic options for the candidate and its related intellectual property.

Our team and corporate history

We have assembled an executive team with deep scientific and clinical development expertise and a track record of strong business leadership. Tim Knotnerus, our Chief Executive Officer, has extensive experience in corporate development and venture capital and previously held the position of Vice President of Corporate Development at AM-Pharma, where he and his team secured a $600.0 million option-to-buy deal with Pfizer. Philippe Wiesel, M.D., our Chief Medical Officer, served as Chief Medical Officer at Genkyotex where he led clinical development of several anti-inflammatory and anti-fibrotic compounds for various fibrotic disorders including liver, lung, and kidney fibrosis. Dr. Wiesel also previously led the late-stage development and marketing approval for Raptiva® at EMD Serono. Andrea Sáez, Ph.D., our Chief Development Officer, previously served as Chief Operating Officer and Chief Scientific Officer at Origo Biopharma, S.L., where both ontunisertib (AGMB-129) and AGMB-447 were discovered. Pierre Kemula, our Chief Financial Officer, joined us in 2024 from CureVac, Inc., where he successfully contributed as Chief Financial Officer to the company’s initial public offering on Nasdaq and several follow-on offerings during his eight-year tenure. Our Chief Business Officer, Paul van der Horst, Ph.D., and General Counsel, Ellen Lefever, bring broad experience in corporate development and capital raisings, including leadership roles at Galapagos during negotiations with Gilead regarding their $5.0 billion strategic collaboration, and Galapagos’ initial public offering on Nasdaq and subsequent secondary public offerings.

We are headquartered in Antwerp, Belgium, with chemistry laboratory facilities in Touro, Spain and a growing presence in the United States with an office in Cambridge, Massachusetts.

Our approach and strategy

In October 2021, we entered into an agreement to acquire all outstanding shares of Origo Biopharma, S.L., a Spanish clinical stage biotechnology company developing organ-restricted small molecule drug candidates

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targeting the TGF-β pathway for the treatment of fibrosis-related disorders. The acquisition closed on December 14, 2021. The purchase price consisted of a cash payment of €20 million, subject to certain customary purchase price adjustments, and potential additional milestone payments of up to €20 million, which Origo shareholders are eligible to receive upon the achievement of specified milestones. The first milestone payment of €3 million was paid in the second quarter of 2025 upon signature of an amendment to the initial share purchase agreement.

The remaining milestone events are the following:

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€7 million upon the first dosing of the first subject with the first Agomab Spain product in either a Phase 2 or proof-of-concept clinical trial that (A) has safety and efficacy as its primary and/or secondary endpoints and (B) meets the other contractually agreed criteria, on or before December 31, 2030;

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€5 million upon the first dosing of the first subject in the first qualifying Phase 3 clinical trial with the first Agomab Spain product on or before December 31, 2035; and

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€5 million upon obtaining regulatory approval for the first Agomab Spain product in the United States on or before December 31, 2040.

The Origo acquisition and seamless integration demonstrates the strength of our business development capabilities and our corporate agility. Our strategy of selecting validated targets, with an emphasis on the underlying biology in which we have expertise, provides us with a broader yet selective range of potential opportunities to assess. We aim to continue to leverage our strong team with differentiated experience in assessing and executing business development transactions to broaden our pipeline to drive long-term value creation.

We are focused on developing therapies for diseases in the areas of I&I, with an initial focus in fibrotic diseases in which there is significant unmet medical need and large commercial potential, utilizing well-understood biology and validated pathways and modalities. Despite the significant toll that fibrotic disease has on human health and the amount of research undertaken to understand and characterize the fibrotic process, there has been limited progress towards developing highly effective pharmacological treatments that can prevent and reverse fibrosis. Our approach is comprised of the following characteristics:

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Targeting indications with large commercial potential and significant unmet medical need: We pursue indications with large commercial potential where there is a significant unmet need driven by the limitations of existing treatment options. We are currently focused on fibrotic indications, including FSCD and IPF, that represent large commercial opportunities. Current therapies that are approved or in development for these diseases are symptomatic treatments and do not modify the underlying disease. This can leave a significant proportion of the patient population with severe symptoms, poor quality-of-life and ongoing progression of the disease. For example, of the approximately 1.4 million CD patients treated globally, approximately 46% have FSCD, while existing marketed therapies treat inflammation and are ineffective in addressing the fibrosis.

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Well-understood biology and validated pathways: We aim to directly address the underlying molecular pathways and drivers of a given disease. Our approach involves targeting established and validated pathways to improve the likelihood of clinical impact. Our lead programs ontunisertib (AGMB-129) and AGMB-447, for example, target TGFβ, a key regulator of fibrosis and the primary biochemical factor that drives fibrosis, thereby representing a well-validated and potentially disease-modifying approach for addressing FSCD and IPF. We believe that this approach has the potential to allow us to mediate underlying fibrosis of the diseases by targeting molecular pathways which were previously considered challenging to target, and deliver the drug in a manner that maximizes potential efficacy while reducing the risk of safety concerns.

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Utilizing validated modalities: We utilize both small molecules and antibodies that are validated modalities in drug discovery and development and plan to utilize the modality that maximizes the potential for a therapy to be safe and effective. Our lead programs, ontunisertib (AGMB-129) and AGMB-447, are small molecules leveraging our in-house medicinal chemistry expertise that are designed to maximize exposure of the drug to key tissue areas while being rapidly inactivated systemically to avoid systemic toxicity effects.

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Leveraging early evidence of proof-of-mechanism to inform clinical development decisions: We perform thorough preclinical analyses, collection of target engagement data based on biomarkers at the key sites of tissue exposure, and detailed analyses of drug metabolism and circulating metabolites following administration that can provide early proof-of-mechanism and inform clinical development decisions.

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Utilizing a collaborative approach to facilitate clinical development: Due to the novel disease modifying nature of our therapies, we are working closely with regulatory agencies, including the FDA and EMA, and key patient advocacy groups and consortia to inform the selection of biomarkers and clinical endpoints for assessing the therapeutic impact of a drug candidate. The Fast Track Designation granted by FDA for ontunisertib in FSCD allows us to have more frequent interactions with the FDA, and to actively work with the FDA to receive ongoing guidance about the evaluation of clinical and radiological responses. We are also working with the Stenosis Therapy and Anti-Fibrotic Research Consortium, or STAR Consortium, which was founded by leading gastroenterologists, to develop and validate measures of clinical responses, including through patient reported outcomes and radiological responses. We have incorporated these in our STENOVA Phase 2a trial design for ontunisertib in FSCD patients.

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Maximizing the commercial potential of our product candidates: We retain exclusive, worldwide development and commercialization rights to all of our product candidates and discovery programs. We aim to develop and commercialize our product candidates by building a fully-integrated company focused on fibrotic diseases. We may seek strategic partnerships where we believe that external resources and expertise could accelerate the clinical development or maximize the market potential of our product candidates, or candidates, or where such collaborations could expand our internal capabilities.

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Fibrosis background

Fibrosis represents an aberrant response of a tissue to injury leading to progressive tissue scarring that may be triggered by trauma, inflammation, infection, cell injury or cancer, amongst others. As a result, fibrosis can lead to organ dysfunction and failure. The body’s normal response to injury involves the activation of cells that produce collagen and other components of the ECM that are part of the healing process for the tissue. This process helps to do several things at once, including to fill in tissue voids created by the injury or damage, to segregate the damage and to facilitate healing and strengthening of the recovering tissue. Under normal physiological circumstances, scarring is self-limited and the resulting scar resolves itself, leaving behind a tissue architecture similar to what was present before the injury. However, in certain chronic disease states, this process of healing

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becomes both prolonged and excessive, resulting in fibrotic remodeling which interferes with organ function. Fibrosis can occur in many organ systems throughout the body including the lungs, liver, kidneys, gastrointestinal tract, skin and muscles. While the exact pathologies for diseases in these organs differ, fibrosis involves many of the same cell types and signaling pathways across different organs and tissue.

TGFβ is a master regulator of fibrosis

TGFβ is referred to as a master regulator of fibrosis and the primary biochemical factor that drives fibrosis. TGFβ is secreted by nearly all cells and organs in humans and is stored in large amounts outside of cells in an inactive form located in the ECM. In healthy tissue, TGFβ’s physiological role is to initiate healing after injury, so when there is damage to the tissue, TGFβ is transiently activated in response. This activation initiates a powerful response, a cascade that results in the expression of genes encoding key components of the ECM such as collagens and fibronectin as well as genes that help stabilize the ECM and prevent its degradation. In a process referred to as epithelial-mesenchymal transformation, or EMT, TGFβ is able to transform epithelial cells, fibroblasts and endothelial cells into mesenchymal cells, such as myofibroblasts, which further promote fibrosis. In fibrotic diseases, however, TGFβ signaling remains continuously activated in response to prolonged insults such as inflammation, leading the surrounding tissue to deposit excess ECM, which eventually leads to tissue fibrosis.

The central role of TGFβ in fibrosis is well-established and has been evaluated extensively in both in vitro and in vivo studies, making it an attractive target for pharmacological intervention. In rodent models, continuous activation of TGFβ has been shown to be sufficient to induce fibrosis in the absence of any other stimuli, while its inhibition has been shown to prevent or attenuate fibrosis. It has been observed that TGFβ signaling can be blocked by inhibiting the Type I TGFβ receptor, a receptor referred to as ALK5. This receptor is a protein kinase and when bound by TGFβ, becomes activated, enabling it to add phosphate groups, known as phosphorylation, to downstream targets. Once triggered by TGFβ, ALK5 phosphorylates a protein family of transcription factors, or SMADs. The phosphorylation of SMADs is a key biochemical signal that leads to the relocation of SMADs into the nucleus, resulting in the activation of a series of genes that promote fibrotic processes such as collagen formation.

Overview of TGFβ and SMAD signaling in tissue fibrosis

TGFβ: the master regulator of fibrosis, Xiao-ming Meng, David J. Nikolic-Paterson and Hui Yao Lan, Nature Reviews, Nephrology, Volume 12, June 2016.

SMADs and TGFβ-responsive genes represent promising indicators to assess the modulation of the TGFβ pathway. Therefore, by measuring the transcription of these and related biomarkers, one can assess the level of target engagement and ultimately the pharmacological activity of ALK5 inhibitors in fibrotic diseases. These biomarkers can be analyzed in biopsies of organ tissue affected by fibrosis.

Beyond its role in the underlying biochemical pathways driving fibrosis, TGFβ plays an important role in immune homeostasis, with effects which have been shown to be context-dependent. In an environment of existing

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inflammation, and in conjunction with inflammatory cytokines, such as IL-6, high levels of TGFβ have been described to enhance the inflammatory response through increased cytokine signaling, such as IL-23 and activation of pro-inflammatory T cells subtypes, such as Th17 cells.

Challenges to targeting TGFβ signaling

The TGFβ signaling pathway has been under investigation as a key therapeutic target in fibrosis and oncology for over 30 years. There is strong preclinical evidence and encouraging preliminary clinical evidence that TGFβ inhibition could be effective in multiple fibrotic indications. However, use of this pathway for therapeutic interventions has been limited due to safety concerns as systemic inhibition of TGFβ causes toxicity in the heart and large vessels. In particular, development of previous systemic ALK5 inhibitors has been hampered by observations of cardiac toxicity in preclinical toxicology studies, which were characterized by the appearance of severe damage to the cardiac valves. These effects were apparent early on in toxicology programs for different classes of ALK5 inhibitors (as early as three days after dosing in rat and after one month in dog). These findings were considered target-related and due to the essential role of TGFβ in ECM remodeling processes that occur in the valves of the heart. Thus, cardiac toxicity is a major concern that has limited the potential of systemic ALK5 inhibitors to treat fibrosis, which requires chronic treatment. These observations and the lack of a safe and effective therapeutic window led to the discontinuation of several of these programs before they reached the clinic, and only two ALK5 inhibitors, galunisertib and vactosertib, have been evaluated in clinical trials in oncology patients using intermittent dosing regimens to avoid cardiac toxicity. Limiting systemic toxicity is a critical factor for any therapy being developed to inhibit TGFβ signaling.

Despite these challenges, TGFβ inhibition represents a promising therapeutic approach for the potential treatment of different fibrotic indications, and we believe that an optimal approach to modulating the TGFβ pathway is by inhibiting ALK5 locally in the tissue of interest, thereby avoiding systemic exposure. With this strategy, we aim to circumvent the safety concerns associated with ALK5 inhibitors, such as cardiac toxicity, while leveraging the key role of TGFβ in fibrosis and develop therapies for the chronic treatment of fibrotic diseases.

Ontunisertib (AGMB-129) for the potential treatment of Fibrostenosing Crohn’s disease

Ontunisertib (AGMB-129), our lead product candidate, is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5 in development for the treatment of FSCD. Ontunisertib is designed to avoid toxicities that arise from systemic inhibition of ALK5 signaling by limiting its exposure to the gastrointestinal tract. In a Phase 1 trial, we evaluated the safety and pharmacokinetics of ontunisertib after oral administration of both single and multiple ascending doses to healthy human study participants. In the Phase 1 study, ontunisertib was observed to be generally well tolerated across all study stages and tested doses. We observed high levels of ontunisertib in the ileum, with low systemic exposure observed in the bloodstream, demonstrating the GI-restricted profile of ontunisertib. Ontunisertib received Fast Track Designation for the treatment of FSCD from the FDA in 2023. In November 2025, we announced topline results of the global randomized, double-blind, placebo-controlled Phase 2a trial of ontunisertib, or the STENOVA trial, with ontunisertib in 103 FSCD symptomatic patients with at least one ileal stricture. Part A of the STENOVA study achieved its primary endpoint of assessing the safety and tolerability of ontunisertib 100mg QD and 200mg BID in FSCD patients. The severity and incidence of adverse events were balanced across all treatment arms, including the placebo. Pharmacokinetic results confirmed the GI-restricted profile of ontunisertib with high local and low systemic exposure of ontunisertib in FSCD patients. We also observed positive signals on several exploratory clinical endpoints. The 48-week open-label treatment extension of the STENOVA trial with ontunisertib is currently ongoing and we expect to report the results of such open-label treatment extension in the second half of 2026. Based on the positive results observed in the STENOVA study to date, we are preparing to conduct a Phase 2b trial of ontunisertib in patients with symptomatic FSCD.

Fibrostenosing Crohn’s disease background

FSCD involves a narrowing of the intestinal lumen due to fibrosis and is a severe complication of CD that is associated with significant morbidity. CD is a type of IBD that involves any part of the gastrointestinal tract from mouth to anus but most commonly affects the end of the small intestine, referred to as the ileum, and the colon.

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Inflammatory injury to the intestinal mucosa causes erosions and ulcers that in turn cause symptoms which typically include diarrhea, fever, fatigue, abdominal pain and cramping, bloody stool, mouth sores, reduced appetite and weight loss. At diagnosis, most CD patients present with an inflammatory event; however 10% of patients already display a fibrotic phenotype. Over time, build-up of scar tissue in the intestine will continue and as a result, 46% of CD patients present with clinically apparent stricturing disease, or FSCD. Strictures mainly develop in the terminal ileum in the vicinity of the ileocecal valve which connects the ileum and the colon.

There are approximately 1.4 million patients under treatment for CD in the seven major markets of the United States, France, Germany, Italy, Spain, the United Kingdom and Japan, and approximately 620,000 of these patients have FSCD. In CD, the sustained immunological activation and inflammatory injury drive both excessive and prolonged activation of TGFβ-driven fibrosis and excessive production of ECM components. At discrete locations along the gastrointestinal, or GI, tract, most often in the ileum, excessive ECM can result in a significant intestinal stricture characterized by an increased bowel wall thickness, reduced luminal diameter and dilation of the upstream section of the intestine.

Strictures can impede the passage of intestinal contents and cause burdensome obstructive symptoms including severe pain, cramping, and vomiting after meals. This often requires FSCD patients to follow profound dietary restrictions, limiting the amount and/or type of food they can eat, which for some patients requires liquid diets or skipping meals altogether, which is of particular concern since approximately 70% of CD patients already have some degree of malnutrition. Strictures also drive the development of fistulae, which are alternate intestinal paths that form as an attempt to bypass a stricture. Fistulae can connect the intestine to the skin or other hollow organs, causing complications which often require surgery and have a detrimental impact on patients’ quality of life. While our planned clinical trials will initially focus on symptom reduction and radiological improvement of strictures, we believe it is possible that addressing strictures may have beneficial effects on fistula formation.

FSCD patients have two to four times more inpatient visits, five to eight times more surgical visits and two to three times more endoscopic procedures than CD patients without fibrostenosis. The additional costs associated with treating a patient with FSCD are estimated to be more than $80,000 per year.

FSCD treatment

The current treatment paradigm for luminal, or inflammatory, CD is focused on anti-inflammatory agents, which include steroids and small molecule and biological anti-inflammatory therapies such as anti-TNFα and anti-IL-12/23 antibodies, or integrin α4β7 and Janus kinase, or JAK, inhibitors. Inflammation is the initial trigger for intestinal fibrotic remodeling and also directly contributes to intestinal narrowing through infiltrated inflammatory cells, increased vascularity, and edema. As a result, intensification of anti-inflammatory therapy or a steroid pulse is sometimes attempted to control stricture-related obstructive symptoms. However, these strategies have not shown efficacy against strictures in placebo-controlled clinical trials. Furthermore, the cumulative risk of developing stricturing or fistulae remains despite the widespread use of anti-inflammatory therapies. While inflammation plays an important role as an initial trigger of fibrogenesis, intestinal fibrosis becomes independent of inflammation as it progresses. As a result, there are currently no approved therapies specifically indicated for the treatment of FSCD, or for targeting the underlying intestinal fibrosis. Therefore, when symptoms can no longer be tolerated, mechanical interventions including endoscopic balloon dilation, strictureplasty, a surgical procedure that widens a narrowed section of the intestine, to relieve bowel obstruction, or intestinal resection are frequently the only option. Having to potentially undergo bowel resection surgery, especially if associated with a permanent stoma, poses significant risk to CD patients. Furthermore, bowel resection surgery, especially when it involves colectomy, can result in short bowel syndrome with serious complications including intestinal failure requiring parenteral nutrition.

Balloon dilation and surgical procedures only relieve local strictures and, in the case of balloon dilation, the benefits are only temporary. Following such procedures, most patients require re-dilation or surgery within two years. The need for surgical intervention has been reported to be close to 50% if the symptom-free interval between treatments is less than eight months. For endoscopic balloon dilation, re-dilation is needed in 74% and surgery is needed in 43% of patients after 24 months. For bowel resection surgery, the surgical recurrence rate

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is 24% after 5 years and 35% after 10 years. Finally, for strictureplasty, the recurrence rate is 28–36% after 1–5 years. Complications from surgery include infections, bleeding, bowel obstruction and anastomotic leaks or leaks that occur at the location where the cut ends of the bowel are surgically joined.

TGFβ is a potential target for FSCD

TGFβ signaling is believed to be a primary driver of fibrosis in FSCD, both due to its role as a master regulator of fibrosis and based on direct evidence of TGFβ overexpression in CD strictures. As shown in the figure below, analyses of TGFβ expression from sections of mucosa taken from FSCD patients found that there was a significant upregulation of TGFβ in tissue samples taken immediately above stricture sites compared to comparable samples from sites lacking strictures.

TGFβ expression is significantly elevated at sites of intestinal strictures in CD patients

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The role of TGFβ in gastrointestinal fibrosis has also been validated in several different kinds of animal models. Overexpression of TGFβ1 in the colon of mice led to spontaneous colonic fibrosis and severe gastrointestinal obstruction. Conversely, blocking the TGFβ pathway in mice conferred resistance to gastrointestinal fibrosis in fibrosis models. This was due both to a reduction in ECM production and accumulation as well as to a significant reduction in intestinal muscle layer thickness. Altogether, the key role of TGFβ on gastrointestinal fibrosis has been widely recognized in the scientific literature.

Our potential solution, ontunisertib

Ontunisertib (AGMB-129) is a selective and potent oral, gastrointestinal-restricted small molecule inhibitor of ALK5, in development for the treatment of FSCD. Due to the known safety liabilities associated with systemic ALK5 inhibition, we engineered ontunisertib to be rapidly metabolized and inactivated by the liver following absorption from the gastrointestinal tract, thereby avoiding systemic exposure of ontunisertib outside of the tissue of interest.

Following oral administration, ontunisertib passes along the gastrointestinal tract to the ileum in the small intestine where it is absorbed through the intestinal wall, thereby exposing the target tissue to the active molecule. Material absorbed from the gastrointestinal tract, including ontunisertib, is then transported directly to the liver via the portal vein before entering the systemic circulatory system, enabling ontunisertib to be metabolized in the liver into inactive metabolites before entering the systemic circulatory system. A similar strategy of local gastrointestinal targeting with limited systemic exposure has been previously employed for the corticosteroid, budesonide, which is marketed as Entocort® for the treatment of mild to moderate CD.

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Ontunisertib (AGMB-129) was designed to expose the gastrointestinal tract to high levels of active drug while minimizing systemic exposure

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Preclinical development of ontunisertib

Summary of preclinical findings for ontunisertib (AGMB-129)

Preclinical findings			Observations
Preclinical pharmacokinetics Ontunisertib (AGMB-129) resulted in high exposure to the gastrointestinal tract and ileum, with minimal systemic exposure			• In a preclinical rat model, area under the curve was 10,000-fold higher in the ileum compared to plasma • Ontunisertib (AGMB-129) shown to have very short half-life in vitro in human hepatocytes and in hepatocytes from several animal species
Activity in in vivo DSS mouse model Ontunisertib (AGMB-129) showed the ability to prevent and treat fibrosis in dextran sodium sulfate, or DSS, mouse model with evidence of potential impact on inflammation			• DSS model is one of the most widely used preclinical models of IBD* • Preventive setting: ontunisertib (AGMB-129) prevented an increase in both collagen staining and histological score compared to control • Therapeutic setting: ontunisertib (AGMB-129) led to decreases in both collagen staining and histological score compared to control • Significant change in histological score observed at highest dose largely due to a reduction in immune infiltration
Activity in ex vivo IBD biopsies Ontunisertib (AGMB-129) led to downregulation of expression of both fibrotic and inflammatory genes in a preclinical study			• Patient-derived gastrointestinal biopsies from IBD patients were treated ex vivo • Ontunisertib (AGMB-129) led to significant reductions in fibrotic genes, as well as in certain inflammatory genes • RNA sequencing of IBD biopsies showed a high proportion of genes related to fibrosis were downregulated by ontunisertib (AGMB-129)

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Preclinical findings			Observations
Activity in primary cell cultures Ontunisertib (AGMB-129) showed in vitro inhibition of TGFβ pathway activation and expression of collagen			• Primary intestinal fibroblast cells isolated from ileal resections from stricture surgery of CD patients were analyzed in vitro • Ontunisertib (AGMB-129) demonstrated significant inhibition of both (a) TGFβ-induced phosphorylation of SMAD2-3, a downstream biomarker of TGFβ pathway activation; and (b) expression of collagen A1, or ColA1, a key fibrotic protein
Toxicology studies No cardiac valve lesions observed with ontunisertib (AGMB-129)			• No cardiac valve lesions have been observed in good laboratory practice, or GLP, toxicology studies of AGMB-129 to date, including chronic toxicology studies in rodents and non-rodents

* See below for a discussion on the value and limitations of this model in relation to FSCD.

Oral dosing in rats demonstrated high exposure of ontunisertib (AGMB-129) in the gastrointestinal tract and ileum, with minimal systemic exposure

Ontunisertib (AGMB-129) is designed to undergo rapid liver metabolism and has been shown to have very short half-life in vitro in human hepatocytes as well as in hepatocytes from several animal species. The ileum is the target tissue for ontunisertib since it is the section of the gastrointestinal tract in FSCD patients where most of the strictures develop. In preclinical studies with ontunisertib, we demonstrated that oral dosing resulted in high exposure in the ileum and progressively decreased along the colon. We found that the total exposure to ontunisertib, represented as the area under the curve, was 10,000-fold higher in the ileum compared to plasma.

Oral dosing of ontunisertib (AGMB-129) in rats resulted in high exposure to the gastrointestinal tract with minimal plasma exposure

Ontunisertib was able to prevent and treat fibrosis in the DSS mouse model

We evaluated ontunisertib in a DSS mouse model in both the preventive and therapeutic setting. The DSS model is one of the most widely used preclinical models of IBD. In this model, DSS induces intestinal inflammation resulting in intestinal damage that reproduces key features of IBD including both (a) upregulation of markers of inflammation and fibrosis and (b) fibrogenesis in all layers of the intestinal wall.

In the preventive setting, treatment of mice with 10 mg/kg of ontunisertib from day 1 through day 34 prevented both the increase in staining for collagen and the increase in histological score compared to control. In the

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therapeutic setting, treatment with 20 mg/kg or 40 mg/kg from day 18 through day 51 of the study led to decreases in both collagen staining and histological scores compared to control. Although ontunisertib is not expected to directly target inflammatory pathways, the significant decrease in the histological score observed at a dose level of 40 mg/kg ontunisertib was believed to be largely due to a reduction in immune infiltration, suggesting that ontunisertib may have the potential to address multiple key drivers of FSCD pathology, including both fibrosis and inflammation.

Ontunisertib (AGMB-129) had in vivo activity in the DSS model in both the preventive and therapeutic settings

The DSS model has certain limitations in its applicability to FSCD because it induces inflammation in the colon while FSCD is characterized by fibrotic changes in the ileum. Furthermore, ontunisertib levels are highest in the ileum and decreased along the colon. Particular emphasis has therefore been placed on using patient-derived models for preclinical studies, including fresh biopsies from IBD patients and fibroblasts isolated from stenotic resections.

Ontunisertib has demonstrated ex vivo antifibrotic activity in IBD biopsies

To evaluate the antifibrotic potential of ontunisertib in patient-derived cells, we used gastrointestinal biopsies from IBD patients and treated them ex vivo to explore the effect of ontunisertib on pro-fibrotic and pro-inflammatory genes. Treatment with ontunisertib led to significant reductions in multiple pro-fibrotic genes such as Serpine-1 which codes for PAI-1 protein, an inhibitor of ECM degradation that contributes to excessive accumulation of collagen. Notably, the reduction of Serpine-1 was shown to correlate with reduction of skin fibrosis in humans. Treatment with ontunisertib also led to reduction in certain inflammatory genes. The observation that ontunisertib led to downregulation of both pro-fibrotic and pro-inflammatory genes in this study is consistent with the in vivo results observed in the DSS model.

We also analyzed the biopsies from IBD patients treated ex vivo with ontunisertib by RNA sequencing to evaluate the impact of ontunisertib on the transcription of the full genome. We found that, among the genes downregulated by ontunisertib in IBD samples, there was a high proportion of genes related to fibrosis, including genes associated with TGFβ signaling, ECM biology, epithelial biology and growth factor biology. In addition, RNAseq analyses found evidence that ontunisertib may also have the potential to dampen the intestinal inflammation in IBD.

Ontunisertib demonstrated in vitro antifibrotic activity in primary cell cultures

We assessed the effects of ontunisertib in primary intestinal fibroblast cells isolated from ileal resections obtained from stricture surgery of CD patients. Ontunisertib demonstrated significant in vitro inhibition of both (a) expression of collagen A1, or COL1A1, a key fibrotic protein; and (b) TGFβ-induced phosphorylation of SMAD2-3, a downstream biomarker of TGFβ pathway activation.

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Ontunisertib (AGMB-129) inhibited TGFβ signaling in primary fibroblasts from CD patients as determined by significant inhibition of COL1A1 production and pSMAD phosphorylation

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Ontunisertib (AGMB-129) showed a potentially differentiated preclinical safety profile

We completed the general toxicology program for ontunisertib with chronic toxicology studies in rodents and non-rodents. Previous ALK5 inhibitors have historically caused severe heart valve lesions in rats and dogs in early toxicology studies of short duration. In contrast, no cardiac valvular lesions were detected in any of the ontunisertib toxicology studies carried out to date in any of the species tested, and we have been able to define a therapeutic window with large safety margins for clinical evaluation. No head-to-head studies have been conducted against previous systemic ALK5 inhibitors.

Clinical development of ontunisertib

Completed Phase 1 trials

We completed a Phase 1 SAD/MAD, food effect, drug-drug interaction clinical trial and oral bioavailability trial as well as an additional MAD trial to test higher doses of ontunisertib in healthy study participants. A total of 125 healthy male and female participants received oral ontunisertib as part of the Phase 1 program, with no safety signals observed and no dose limiting toxicities reported. The Phase 1 data supported prior key preclinical findings for ontunisertib, suggesting ontunisertib has the potential to be a differentiated drug for FSCD. Key attributes of ontunisertib observed in the Phase 1 trial, as summarized in the table below, include high exposure of ontunisertib in the ileal mucosa, very low systemic exposure of the active parent compound, main ontunisertib metabolites observed to be functionally inactive, low potential for drug-drug interaction, and food effect impact.

Summary of Phase 1 clinical findings for ontunisertib (AGMB-129)

Clinical findings			Observations
Orally administered single-and multiple-dose ontunisertib was observed to be generally well tolerated, with no dose limiting toxicities			• A total of 125 healthy participants received oral ontunisertib as part of the Phase 1 trial • No safety signals were observed and there were no dose limiting toxicities in this Phase 1 trial with ontunisertib

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Clinical findings			Observations
Ontunisertib observed to have a short half-life leading to very low systemic exposure			• Single ascending-dose (SAD) and multiple ascending-dose (MAD) trials confirmed that ontunisertib has a short half-life in plasma leading to very low systemic exposure to the active parent compound • Plasma levels of the main human metabolite of ontunisertib were found to be thousands of times higher than levels of ontunisertib, indicating efficient absorption and metabolization of ontunisertib • Repeat exposure to ontunisertib in the MAD trial showed that systemic levels of ontunisertib remained low with no relevant accumulation, while the inactive metabolite MET-158, which is produced in the liver, was identified as the most predominant human metabolite
Main human ontunisertib metabolites are functionally inactive			• Main human metabolites of ontunisertib identified by metabolite profiling of clinical samples were found to be inactive against ALK5 • The ALK5 IC50 was 75nM with ontunisertib. By contrast, the IC50 of MET-158, the major metabolite observed in the Phase 1 trial, was too high to be determined in the assays
High exposure of ontunisertib demonstrated in the ileal mucosa			• Local drug levels were measured in the ileal mucosa of nine healthy participants receiving oral ontunisertib at 200mg BID for ten days, and three healthy subjects receiving matching placebo • The concentration of ontunisertib in these tissue samples was at micromolar level for all participants, well above the 75nM IC50 for ALK5 inhibition determined in cellular assays and consistent with concentrations achieved in the ileum at pharmacological doses in mice
Food effect analysis suggests ontunisertib can be administered with food			• Ontunisertib was administered as a single 400mg dose in fasted or fed conditions to evaluate the effect of food intake on the pharmacokinetics of ontunisertib • In the presence of food, ontunisertib absorption is higher, less variable and delayed compared to fasted conditions • We believe ontunisertib can be taken with meals, which may result in more thorough and consistent absorption and greater convenience for the patient
Lack of drug-drug interaction suggests potential for ontunisertib as an add-on treatment			• A total of 14 healthy participants were included in a dedicated drug-drug interaction trial to evaluate the potential of ontunisertib to cause drug-drug interactions through CYP3A4, a metabolizing enzyme involved in the degradation of many drugs • The trial indicated that ontunisertib is a weak inhibitor of CYP3A4 in humans and therefore does not require specific precautions when used with drugs known to be metabolized by CYP3A4

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Clinical findings			Observations
An oral bioavailability study did not reveal a benefit of a new tablet formulation compared to the capsule formulation used to date			• A total of 25 healthy participants received single-dose ontunisertib 200mg in the reference capsule formulation in the fed state, as well as a new tablet formulation in the fed and fasted states, in a sequential design • No safety signals were observed for single-dose ontunisertib administered in either capsule or tablet formulation, consistent with prior single dose trials • The relative oral bioavailability of AGMB-129 was higher in terms of Cmax (1.70-fold) and AUC0-t (1.25-fold) when AGMB-129 200mg was administered as a tablet formulation compared to a capsule formulation (both administered following a high-fat breakfast)

The Phase 1 trial has not been powered for statistical significance.

Phase 1 trial

We completed a Phase 1 SAD/MAD food effect trial of ontunisertib in healthy participants. This trial was designed to assess the safety, tolerability and pharmacokinetics of single- and multiple-dose ontunisertib. As part of this trial, we also evaluated the effect of food intake on the pharmacokinetics of ontunisertib as well as the level of local exposure to ontunisertib in the intestinal mucosa of a subset of participants. Additionally, we conducted a drug-drug interaction and a bioavailability study. Finally, we also conducted an additional Phase 1 MAD study to test higher doses of ontunisertib in healthy participants.

In the SAD portion of the first-in-human trial, single doses of ontunisertib or placebo were administered orally to 32 healthy participants in a 3:1 ratio. Ontunisertib was administered across 4 dose cohorts of 200, 400, 800 and 1200mg. In the MAD portion of the trial, ontunisertib (AGMB-129) was administered orally to 18 healthy participants, once-daily over 5 consecutive days at daily doses of 100, 200 and 400mg. A further 6 healthy participants in the MAD portion of the trial received matching placebo. In the local PK cohort, 200mg twice-daily (BID) of ontunisertib was administered orally to 9 healthy subjects over 10 consecutive days, with 3 healthy participants receiving matching placebo. In the food effect stage of the trial, ontunisertib was administered to 11 healthy subjects, as a single 400mg dose with and without food, with a further two healthy participants receiving placebo. In the drug-drug interaction trial, 14 healthy subjects received 200mg BID of ontunisertib over 12 consecutive days. In the oral bioavailability trial, 25 healthy participants received single-dose ontunisertib formulated as capsule and tablet according to a sequential design. The effect of food on the pharmacokinetics of the tablet formulation was also evaluated. In the additional MAD trial conducted to explore higher doses of ontunisertib, ontunisertib was administered orally to 24 healthy participants, over 7 consecutive days at doses of 200mg twice daily, 200mg thrice daily and 400mg twice daily. A further 6 healthy participants in the additional MAD trial received matching placebo.

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Summary of the 150 healthy participants enrolled in Phase 1 clinical trial with 125 healthy participants receiving ontunisertib (AGMB-129)

AE, adverse event; BA, bioavailability; BID, bis in die, twice a day; TID: ter in die, thrice a day

Ontunisertib observed to have a short half-life leading to very low systemic exposure and main human metabolites are functionally inactive

Low systemic exposure of ontunisertib observed in SAD/MAD pharmacokinetic analyses of drug levels in the plasma indicated that ontunisertib had a very short half-life in plasma leading to very low systemic exposure. Conversely, plasma levels of several metabolites of ontunisertib were found to be higher than ontunisertib, and, in particular, the main human metabolite of ontunisertib (MET-158) was found to be thousands of times higher than those of ontunisertib. As described further below, main ontunisertib metabolites were shown to be functionally inactive. At the higher doses, the level of metabolites compared to ontunisertib was lower, suggesting lower liver metabolism. However, even at these dose levels, systemic exposure to metabolites of ontunisertib greatly exceeded that of ontunisertib.

In the initial MAD portion of the Phase 1 trial, after QD dosing for 5 days, ontunisertib (AGMB-129) accumulation based on the AUC was limited (<2-fold). Ontunisertib AUC increased close to dose-proportional, and systemic exposure to ontunisertib (AGMB-129) was low across the dose range.

Metabolite ID profiling was carried out in plasma to identify the main metabolites of ontunisertib in humans. Subsequently, the proportion of the main circulating metabolites was estimated after repeated dosing of 100mg, 200mg and 400mg of ontunisertib once daily. MET-158 was found to be the main human metabolite of ontunisertib in plasma with abundance around 70%, whereas the other metabolites were around 10% or lower and ontunisertib equal or below 0.5%.

In addition, the main metabolites of ontunisertib were found to have minimal/no activity against ALK5. For ontunisertib, the IC50, or concentration at which 50% or half of the ALK5 kinase activity is inhibited, was shown to be 75nM. By contrast, for MET-158, the IC50 could not be determined and the metabolite is thus considered inactive against ALK5. Further characterization of the main human metabolite MET-158 did not identify any relevant activity against a panel of kinases and G protein-coupled receptors related to cardiotoxicity and drug interactions. MET-158 was not found to inhibit the human Ether-à-go-go-Related Gene, cardiac ion channels or Cytochrome P450s or CYP3A4, and was not active in genotoxicity assays, supporting a potentially favorable safety profile.

The only metabolite shown to have any meaningful activity against ALK5 in cellular assays was MET-154, a metabolite that represented only 2% of the total drug-related exposure, which includes parent and all detected metabolites measured in the plasma at the 200mg dose level. Moreover, the potency of this metabolite against ALK5 was at least 10-fold weaker than that of ontunisertib.

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Systemic levels of ontunisertib (AGMB-129) remained low in plasma whereas the
inactive metabolite MET-158 was the major human metabolite

Metabolites of ontunisertib (AGMB-129) have minimal ability to inhibit ALK5

Summary of findings of ontunisertib (AGMB-129) in First-in-Human study in healthy participants

A total of 62 healthy male and female subjects received oral ontunisertib as part of the First-in-Human part of the Phase 1 trial. Overall, there were no observed safety signals and no dose-limiting toxicities with single- and multiple-dose oral ontunisertib. The summary table below presents the incidence and severity of adverse events for the placebo and ontunisertib groups in the single ascending dose, multiple ascending dose, food effect, and local PK study stages (Stages A, B, C, and D, respectively). The incidence and severity of adverse events were similar between subjects receiving ontunisertib and placebo. Importantly, the trial provided data supporting the 200mg BID dosing regimen as the highest dose of ontunisertib selected for the ongoing STENOVA Phase 2a trial.

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The incidence and severity of adverse events were similar between subjects receiving ontunisertib (AGMB-129) and placebo in the First-in-Human Study

	Stage A			Stage B
	AGMB-129 (N=24) n (%) E	Placebo (N=8) n (%) E	Overall (N=32) n (%) E	AGMB-129 (N=18) n (%) E	Placebo (N=6) n (%) E	Overall (N=24) n (%) E
Any TEAE	5 (20.8) 11	2 (25.0) 5	7 (21.9) 16	8 (44.4) 15	2 (33.3) 8	10 (41.7) 23
Mild	5 (20.8) 11	2 (25.0) 5	7 (21.9) 16	6 (33.3) 11	2 (33.3) 8	8 (33.3) 19
Moderate	0	0	0	2 (11.1) 4	0	2 (8.3) 4
Severe	0	0	0	0	0	0
Related TEAEs	4 (16.7) 4	2 (25.0) 5	6 (18.8) 9	8 (44.4) 14	2 (33.3) 7	10 (41.7) 21
Serious TEAEs	0	0	0	0	0	0
TEAEs leading to study discontinuation	0	0	0	0	0	0

	Stage C			Stage D
	AGMB-129 (N=11) n (%) E	Placebo (N=2) n (%) E	Overall (N=13) n (%) E	AGMB-129 (N=9) n (%) E	Placebo (N=4) n (%) E	Overall (N=13) n (%) E
Any TEAE	9 (81.8) 20	1 (50.0) 2	10 (76.9) 22	2 (22.2) 3	1 (25.0) 6	3 (23.1) 9
Mild	6 (54.5) 17	0	6 (46.2) 18	1 (11.1) 2	0	1 (7.7) 2
Moderate	3 (27.3) 3	1 (50.0) 1	4 (30.8) 4	1 (11.1) 1	1 (25.0) 6	2 (15.4) 7
Severe	0	0	0	0	0	0
Related TEAEs	7 (63.6) 17	1 (50.0) 1	8 (61.5) 18	1 (11.1) 2	0	1 (7.7) 2
Serious TEAEs	0	0	0	0	0	0
TEAEs leading to study discontinuation	1 (9.1) 1	0	1 (7.7) 1	0	1 (25.0) 5	1 (7.7) 5

N=number of subjects; n=number of subjects with an AE; E=number of events; TEAE=treatment-emergent adverse event

If a subject experienced more than one TEAE, only the most related occurrence or the most intense occurrence was counted for the incidence rates.

(1) Stage A — Single ascending dose study in healthy young male subjects.

(2) Stage B — Multiple ascending dose study in healthy young male and female subjects.

(3) Stage C — Food-effect study to assess the interaction of ontunisertib (AGMB-129) with food in healthy young male and female subjects.

(4) Stage D — Repeated dose study in healthy young male and female subjects to evaluate local PK of ontunisertib (AGMB-129) in intestinal mucosa.

High exposure of ontunisertib demonstrated in the ileal mucosa

Local drug levels were measured in the ileal mucosa of nine healthy subjects receiving oral ontunisertib at 200mg BID for ten days, and of three healthy subjects receiving matching placebo. Mucosal biopsies were performed after two colonic preparations and approximately two hours after dosing. The concentration of ontunisertib in these tissue samples was at micromolar levels for all subjects, well above the 75nM IC50 for ALK5 inhibition determined in cellular assays and consistent with concentrations achieved in the ileum at pharmacological active doses in mice. Results we obtained from a physiologically based pharmacokinetic model refined with this data predicted that the Phase 2a dose 200mg BID would reach 80% target engagement in the ileum. We believe that these findings support the potential of ontunisertib to inhibit TGFβ signaling in the gastrointestinal tract.

Food effect analysis suggests ontunisertib can be administered with food

In the food effect part of the trial, we observed that food intake delayed the time point at which the maximal drug levels were measured (by approximately 2 hours) and increased total exposure over 24 hours (by approximately 2-fold). At the same time, food intake reduced the variability in exposure by 50%. We believe that these combined results indicated that ontunisertib can be taken with meals, which may result in more thorough and consistent absorption and greater convenience for the patient.

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Lack of drug-drug interaction suggests potential for ontunisertib as an add-on treatment

14 healthy participants received ontunisertib in a dedicated drug-drug interaction trial to evaluate the potential of ontunisertib to cause drug-drug interactions through CYP3A4, a metabolizing enzyme involved in the degradation of many drugs. The trial indicated that ontunisertib is a weak inhibitor of CYP3A4 in humans and therefore is unlikely to require specific precautions when used concomitantly with drugs known to be metabolized by CYP3A4, which represent 50% of medications on the market. This result supports the potential for ontunisertib to be used as an add-on treatment on top of standard of care treatments for CD.

Additional MAD study confirmed safety and tolerability profile of ontunisertib for doses up to 400mg BID

To inform on dose selection for subsequent clinical trials, we conducted an additional Phase 1 MAD trial intended to evaluate the safety, tolerability, and PK of higher daily doses (>400mg per day) of ontunisertib in healthy participants. In this Phase 1 study, 24 additional healthy participants received ontunisertib over seven consecutive days at doses of 200mg twice daily, 200mg thrice daily and 400mg twice daily. The safety and tolerability profile of all dose levels evaluated in this trial was in line with previous studies. All TEAEs were mild to moderate in severity. Low systemic exposure to ontunisertib was observed for all dose levels. Based on these findings, we plan to include the 400mg BID dose level for long-term treatment evaluation in Phase 2b, pending regulatory feedback.

Phase 2a clinical trial of ontunisertib in FSCD

We conducted the global STENOVA Phase 2a trial of ontunisertib. The objective of STENOVA is to evaluate the safety, pharmacokinetics, and pharmacodynamics of ontunisertib in FSCD patients with non-critical symptomatic strictures. Study participants are in Part A of STENOVA for a duration of up to 19 weeks including a 5-week screening period, a 12-week double-blind, placebo-controlled treatment period, and 2-week safety follow up period. We reported positive data from Part A of STENOVA in November 2025. Participants who continue to Part B, the open-label extension part, can receive treatment for up to an additional 48 weeks, with a safety follow-up visit 2 weeks after the last dose of treatment.

The below figure gives a schematic representation of the STENOVA study design:

•

103 patients with symptomatic ileal strictures

•

Ontunisertib or placebo on top of stable SoC, incl. biologics

•

Sites in USA, Canada, Austria, Denmark, Germany, Italy, Poland & Spain

Endo, endoscopy, MRE, Magnetic resonance enterography: PK, pharmacokinetics; PD, pharmacodynamics; PoC, proof-of-concept; S-PRO, Stricturing Patient Reported Outcome; SoC, Standard of care

A total of 103 patients were recruited into the STENOVA study Part A across 52 sites in the United States, Canada and 6 European countries. Subjects are dosed orally at 100mg QD, 200mg BID or matching placebo for twelve weeks, on top of standard of care treatment for the underlying luminal disease. Standard of care treatment

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generally consists of anti-inflammatory therapies including steroids such as prednisone and budesonide for rapid symptomatic control during treatment initiation, or advanced therapies which include monoclonal antibodies targeting tumor necrosis factor alpha, interleukin-23, interleukin 12/23, or integrin α4β7, or small-molecule inhibitors targeting Janus Kinase (JAK) enzymes.

In addition to assessing safety and tolerability, pharmacokinetics, and target engagement, the study explores the effects on imaging and clinical read-outs of ontunisertib. There are currently no approved therapies, no indication-specific regulatory guidance, and no clinical development precedents to inform the selection of clinical and imaging efficacy endpoints in FSCD. Based on our interactions with FDA and EMA, and our discussions with key opinion leaders, or KOLs, we believe that it is important to explore a number of imaging assessments as well as clinical outcomes in our clinical development program to help form the basis of primary and secondary efficacy endpoints in our planned pivotal studies.

For imaging, magnetic resonance enterography, or MRE, is commonly used for the diagnosis of strictures. MRE provides information about the morphological severity of strictures, in particular stricture length, the presence and diameter of an associated pre-stenotic dilation, and bowel wall thickness. Additionally, we evaluate the SES-CD, or Simple Endoscopy Score for Crohn’s Disease, as an imaging endpoint. The SES-CD provides information about luminal disease activity and evaluates inflammatory changes as well as narrowing. This endoscopic score is recommended by the FDA and other major regulators as a suitable primary efficacy endpoint for the approval of Crohn’s Disease treatments, and we believe that it may also provide clinically meaningful information in the FSCD population.

We are also exploring Clinical Outcome Assessment, or COA, instruments evaluating the clinical benefit to patients, such as a Patient Reported Outcome, or PRO. To this end, we have been working alongside the STAR Consortium, an independent body founded by leading gastroenterologists. STAR has developed an initial version of a specific PRO instrument, named S-PRO, which is currently undergoing validation in a prospective observational trial in FSCD patients. The S-PRO instrument captures obstructive symptoms such as abdominal pain, cramping, bloating, and vomiting occurring after meals. Changes in diet, such as the type or amount of food, and food processing methods such as mashing or blending food are also evaluated.

Ontunisertib received Fast Track Designation for the treatment of FSCD from the FDA in 2023, which allows us to have more frequent interactions with the FDA, and to actively work with the agency to receive ongoing guidance about the clinical trial design, including evaluation of clinical and radiological responses. In an effort to achieve alignment with key regulatory bodies, we have also been involved in regulatory discussions with EMA.

We reported the full STENOVA Part A results in November 2025, and we expect to report the full results of Part B in the second half of 2026.

STENOVA Phase 2a results—Part A

In November 2025, we announced topline results of the STENOVA Phase 2a trial (Part A) with ontunisertib (AGMB 129) in 103 FSCD symptomatic patients with at least one ileal stricture. Of the 103 participants enrolled, 34 received ontunisertib 200mg BID, 34 received 100mg QD, and 35 received matching placebo, on top of stable standard of care, including biologics. The rate of study completion across all arms was high, with 85.3%, 94.1%, and 88.6% of participants completing the 12-week double-blind treatment period in the ontunisertib 200mg BID, 100mg QD, and placebo arms, respectively.

Part A of the STENOVA study achieved its primary endpoint. The severity and incidence of adverse events were balanced across all treatment arms, including the placebo. Safety signals typically reported for systemic ALK5 inhibitors were not detected in the study; in particular no cardiac toxicity signal was observed. In addition, there were no signs of pro-inflammatory effects and no clinically relevant signals in safety laboratory values, vital signs, physical exams or electrocardiograms, or ECGs. As summarized in the table below, the pharmacokinetic analysis confirmed the GI-restricted profile of ontunisertib, with very low systemic exposure to the active parent molecule and high exposure to the main inactive metabolite, MET-158, indicating extensive hepatic metabolism. In

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contrast, there was high local exposure to ontunisertib in intestinal mucosal samples collected at the site of the ileal strictures. We also observed consistent trends for the 200mg BID dose of ontunisertib versus placebo across multiple exploratory endpoints.

Summary of Phase 2a (Part A) clinical findings for ontunisertib (AGMB-129)

Clinical findings			Observations
Orally administered 200mg BID and 100mg QD of ontunisertib was observed to be generally well tolerated, with no safety signal in FSCD patients			• A total of 103 participants were included in the Phase 2a trial, with 34 receiving ontunisertib 200mg BID, 34 receiving 100mg QD, and 35 receiving matching placebo • Severity and incidence of adverse events were balanced across treatment arms, including placebo • No safety signals were detected in the Phase 2a trial with ontunisertib • No safety signals of cardiac toxicity, no pro-inflammatory effects, and no other safety signals in any safety labs, vital signs, physical exams or ECGs
High local exposure to ontunisertib in the GI tract, with minimal systemic exposure			• The PK profile indicates high local exposure to ontunisertib in the GI tract, with minimal systemic exposure as measured in plasma. These results support the GI-restricted profile of ontunisertib in FSCD patients
Main human ontunisertib metabolite is functionally inactive			• Main human metabolite of ontunisertib measured in plasma confirmed to be MET-158, a metabolite previously found to be inactive against ALK5
Consistent trends across several clinical exploratory endpoints observed for 200mg BID vs placebo			• For participants receiving ontunisertib 200mg BID, we observed a greater reduction in the total Simple Endoscopic Score for Crohn’s Disease (SES-CD) and a greater proportion of these participants achieved endoscopic response and endoscopic remission compared to participants receiving placebo at Week 12 • In participants with non-passable strictures at baseline, a greater proportion of participants had strictures that became passable at Week 12 in the 200mg BID dose of ontunisertib, compared to participants receiving placebo • Similarly, participants receiving ontunisertib 200mg BID tended to show reduced progression in stricture length, compared to those receiving placebo, as measured by magnetic resonance enterography, or MRE

Key patient inclusion and exclusion criteria

Study participants included in the STENOVA study had a diagnosis of ileal or ileocolonic Crohn’s Disease, or CD, at least three months prior to screening. They had at least one passable or non-passable stricture in the terminal ileum within reach of an endoscope. Strictures were to be noncritical naive or anastomotic, caused by CD and confirmed centrally by MRE. Participants were required to have tolerable obstructive symptoms, as defined by a screening S-PRO severity score ≥2, and were expected not to require hospitalization, endoscopic balloon dilation, surgical resection, or additional therapy during Part A of the study. Participants were on a stable background therapy for CD for ≥ 3 months and agreed to stay on stable doses during the study.

Key exclusion criteria were a history or current diagnosis of ulcerative colitis, indeterminate colitis, ischemic colitis, nonsteroidal anti-inflammatory drug-induced colitis, idiopathic colitis, radiation colitis, microscopic colitis,

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untreated colonic mucosal dysplasia, or untreated bile acid malabsorption. Participants entering the study could not have CD-related complications such as major bowel surgery, fistulae or abscesses, anal and septic or active perianal strictures, toxic megacolon, very severe inflammation or presence of deep mucosal ulcerations, or ileitis not associated with CD. Patients with current or a history of liver cirrhosis or liver failure were also excluded.

Patients that had endoscopic balloon dilation or surgical treatment of the same small bowel stricture within the last 6 months prior to screening were also excluded, as were participants with current or history of cardiac valve or large vessel disorders or any major abnormalities documented by cardiac echocardiography.

Study disposition

The STENOVA study was conducted in 52 clinical trial sites in the Unites States, Canada, Austria, Denmark, Germany, Italy, Poland and Spain. A total of 174 patients were screened and 103 were randomized, for a screening failure rate of 41%. The enrollment of 103 participants exceeded the target of 90 participants, which we believe highlights the significant investigator and patient interest in this first-in-indication study.

The trial had a high completion rate across all arms: 92 of the 103 participants (89.3%) completed the 12-week treatment period, while 11 participants (10.7%) discontinued study treatment prior to Week 12. Seven participants discontinued treatment due to an adverse event, one participant due to non-compliance with the study schedule, and three participants discontinued the study due to consent withdrawal.

Study disposition in STENOVA Part A

n (%)	AGMB-129 200 mg BID (N=34)		AGMB-129 100 mg QD (N=34)		Placebo (N=35)		All Subjects (N=103)
Treatment disposition
Completed		29 (85.3)		32 (94.1)		31 (88.6)		92 (89.3)
Discontinued		5 (14.7)		2 (5.9)		4 (11.4)		11 (10.7)
Adverse event		5 (14.7)		0		2 (5.7)		7 (6.8)
Non-compliance with study schedule		0		0		1 (2.9)		1 (1.0)
Withdrawal by subject		0		2 (5.9)		1 (2.9)		3 (2.9)

We believe that the efficient recruitment and study completion rate (89.3%) reflect the strong engagement of the broader IBD community, including the STAR Consortium, KOLs, patient associations, and investigators, as well as the substantial unmet medical need that currently exists in FSCD.

Patient baseline characteristics

The baseline disease characteristics, as shown in the table below, reflect a CD population with long-standing CD (mean disease duration of 16.8 years) and a high rate of prior bowel resection surgery (46.6%).

The mean scores for inflammatory luminal disease activity, including the Crohn’s Disease Activity Index, or CDAI (154.1), and C-reactive protein, or CRP (4.07 mg/L), were indicative of overall disease remission or mild inflammatory Crohn’s Disease.

Overall, the characteristics were well-balanced across the different treatment arms.

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Patient baseline characteristics in STENOVA Part A

Parameter	AGMB-129 200 mg BID (N=34)		AGMB-129 100 mg QD (N=34)		Placebo (N=35)		All Subjects (N=103)
Age (years), mean (SD)		44.2 (12.6)		41.0 (13.5)		42.8 (15.3)		42.7 (13.8)
Female, n (%)		9 (26.5)		9 (26.5)		12 (34.3)		30 (29.1)
White, n (%)		32 (94.1)		31 (91.2)		30 (85.7)		93 (90.3)
BMI (kg/m2), mean (SD)		25.9 (5.5)		26.6 (5.3)		26.7 (5.5)		26.4 (5.4)
Disease duration (years), mean (SD)		17.0 (10.4)		15.6 (10.4)		17.8 (13.9)		16.8 (11.6)
Ileocolonic disease, n (%)		15 (45.5)		19 (55.9)		25 (71.4)		59 (57.8)
Intestinal resection, n (%)		15 (44.1)		17 (50.0)		16 (45.7)		48 (46.6)
CDAI, mean (SD)		144.1 (94.6)		166.0 (74.4)		152.0 (80.6)		154.1 (83.1)
S-PRO severity, mean (SD)		6.5 (3.8)		7.1 (3.5)		6.5 (2.8)		6.7 (3.4)
CRP (mg/L), mean (SD)		3.80 (5.28)		4.20 (4.45)		4.23 (7.21)		4.07 (5.73)
FCP (mg/kg), mean (SD)		344.8 (445.5)		460.0 (696.2)		522.9 (588.5)		442.6 (583.9)
SES-CD, mean (SD)		6.9 (4.0)		7.5 (5.0)		7.9 (4.1)		7.4 (4.4)
Prior biologics, n (%)		30 (88.2)		29 (85.3)		29 (82.9)		88 (85.4)
Concomitant biologics, n (%)		26 (76.5)		25 (73.5)		27 (77.1)		78 (75.7)
Concomitant thiopurine, n (%)		3 (8.8)		3 (8.8)		4 (11.4)		10 (9.7)
Concomitant methotrexate, n (%)		1 (2.9)		3 (8.8)		0		4 (3.9)

Most participants (85.4%) had received biologic treatment prior to the study, and approximately 75% of participants were on stable anti-inflammatory biologics during the study. The main concomitant biologics used by the study participants were anti-TNFs (30.1%; adalimumab and infliximab), anti-IL-12/23 (28.2%; ustekinumab), and anti-IL-23 (16.5%; risankizumab).

Use of concomitant biologics in STENOVA Part A

Concomitant Biologic, n (%)	AGMB-129 200 mg BID (N=34)		AGMB-129 100 mg QD (N=34)		Placebo (N=35)		All Subjects (N=103)
ADALIMUMAB		6 (17.6)		7 (20.6)		7 (20.0)		20 (19.4)
INFLIXIMAB		4 (11.8)		4 (11.8)		3 (8.6)		11 (10.7)
RISANKIZUMAB		6 (17.6)		5 (14.7)		6 (17.1)		17 (16.5)
USTEKINUMAB		10 (29.4)		8 (23.5)		11 (31.4)		29 (28.2)
VEDOLIZUMAB		0		1 (2.9)		0		1 (1.0)

Primary endpoint: safety and tolerability of ontunisertib in FSCD patients

The primary endpoint of the STENOVA study was the assessment of the safety and tolerability profile of ontunisertib in FSCD patients. The incidence and severity of adverse events were balanced across trial arms, including placebo. The proportion of participants with at least one treatment-emergent adverse event was 61.8%, 64.7%, and 71.4% in the ontunisertib 200mg BID, 100mg QD, and placebo arms, respectively. In addition, there were no safety signals observed in the safety laboratory tests, including chemistry, hematology, and markers of inflammation, or in the vital signs and physical examinations of trial participants. Specific cardiac safety monitoring was performed, including echocardiography and measurements of markers of cardiac injury and failure, as well as ECGs. No evidence of cardiac toxicity was detected at any of the doses tested. The following table summarizes an overview of adverse events observed in the different treatment arms:

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Overview of safety events in STENOVA Part A

Subjects with any, n (%)	AGMIB-129 200 mg BID (N=34)		AGMB-129 100 mg QD (N=34)		Placebo (N=35)
TEAE		21 (61.8)		22 (64.7)		25 (71.4)
Serious TEAE		4 (11.8)		0		4 (11.4)
Worst-case:
Moderate TEAE		5 (14.7)		9 (26.5)		5 (14.3)
Severe TEAE		4 (11.8)		1 (2.9)		4 (11.4)
Life-threatening TEAE		0		0		1 (2.9)
Fatal TEAE		1 (2.9)		0		0
Related TEAE		8 (23.5)		2 (5.9)		4 (11.4)
Temporary treatment interruption due to TEAE		1 (2.9)		3 (8.8)		3 (8.6)
Permanent treatment interruption due to TEAE		5 (14.7)		0		2 (5.7)
Study discontinuation due to TEAE		0		0		1 (2.9)

Of the 35 participants receiving placebo, four had at least one serious adverse event (or SAE), while of the 68 participants receiving ontunisertib, four in the ontunisertib 200mg BID arm and none in the 100mg QD arm experienced at least one SAE. Of the eight participants with SAEs, one participant on placebo had a life-threatening SAE, and one participant in the ontunisertib 200mg BID arm experienced a fatal SAE.

The Data Safety Monitoring Board, or DSMB, did not raise any safety concerns throughout the STENOVA Part A study and recommended its continuation according to protocol following each DSMB review meeting.

The table below summarizes the SAEs in the ontunisertib 200mg BID and placebo arm.

Summary of SAEs in STENOVA Part A

200mg BID: 4 patients with SAEs

•

Atrial fibrillation and lacunar infarct in a 75y-old male with Type 2 diabetes mellitus, hypertension, obesity, history of deep venous thrombosis, hypercholesterolemia; new fatal SAE — Failure to thrive — not related

•

Deep venous thrombosis and pulmonary embolism in a 49y-old male, underweight, non-smoker, no thrombosis history, history of hypoalbuminemia — Both events resolved — possibly related

•

Subileus in a 54y-old female, smoker, with prior GI resection — Recovered with steroid course — not related

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Intestinal fistula (sinus tract near ileocolonic anastomosis) — Recovered after surgery — not related

Placebo: 4 patients with SAEs

•

2 cases of Ileus:

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35y-old male with prior GI surgery and endoscopic balloon dilations (EBD) — Recovered (after EBD) — not related

•

30y-old male with prior GI resection — Recovered with IV steroid — not related

•

Small intestinal obstruction due to adhesions from prior urological surgery; IMP interruption; life-threatening — Resolved — not related

•

Herpetic radiculopathy — Recovered — not related

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Pharmacokinetic results with ontunisertib in FSCD patients

For the secondary endpoint of systemic pharmacokinetics (PK), plasma concentrations of ontunisertib and its metabolites were measured two hours (i.e., around Cmax) after the first dose administration at the baseline visit as well as pre-dose and two hours after the morning dose at the Week 12 visit. In addition, sparse PK concentrations were also measured after two, four, and eight weeks of dosing. The sparse PK data obtained in STENOVA were applied to a popPK model to estimate plasma exposure profiles over the 24-hour dosing interval. In the STENOVA study, low systemic exposure to ontunisertib was observed in FSCD patients at both doses. Population PK modeling showed that, around Tmax, the geomean ontunisertib plasma levels were below 30nM for both ontunisertib doses, indicating very low systemic exposure, being more than 50-fold below its IC50 at Cmax. The popPK model also indicated that systemic exposure for the ontunisertib 200mg BID dose was approximately 3.5-fold higher compared to the 100mg QD dose. The systemic exposure to the main inactive metabolite, MET-158, was substantially higher than ontunisertib, indicating efficient GI absorption and extensive hepatic metabolization of ontunisertib.

The systemic PK data observed in the STENOVA study indicates that the GI-restriction mechanism of ontunisertib was able to operate efficiently in FSCD patients and in line with what we observed in the Phase 1 trial of healthy participants.

Systemic PK — High local exposure to ontunisertib, with low systemic exposure

We also measured the concentration of ontunisertib in samples from ileal biopsies in the STENOVA Part A study. Local exposure in mucosal samples collected at the site of the ileal stricture within five hours post-dose showed high and dose-dependent tissue concentrations in the ontunisertib 100mg QD and 200mg BID arms. Where measurable, we observed high average tissue levels of ontunisertib with the 200mg BID dose, at levels comparable to the ileal concentrations measured in Stage D of the Phase 1 trial in healthy participants.

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Local PK — High local ileal exposure in FSCD patients

Based on observations with confirmed timing of sample collection within five hours post-dose
LLOQ: lower limit of quantification

Pharmacodynamic analysis in FSCD patients

Mucosal biopsies were collected at the site of the ileal strictures at Baseline and Week 12. RNA was extracted and RNA-Seq analysis was performed. This transcriptomics analysis did not detect a significant downregulation of disease-relevant genes in ontunisertib treatment arms as compared to placebo. The data suggest that the level of inflammatory activity at the site of the biopsy, the location of the biopsy within the ileal or colonic aspect of the stricture, and the naïve or anastomotic nature of strictures introduced significant variability which hampered the detection of a drug effect, especially if those factors varied between the Baseline and Week 12 samples.

In a post-hoc subgroup analysis of biopsies that did show active inflammation (pre- and post-treatment), we observed a statistically significant downregulation of pathways associated with inflammation and fibrosis in participants treated with high dose of ontunisertib (200mg BID) compared to placebo. For statistical analysis, the gene set analysis (GSA) model known as Generally Applicable Gene-set Enrichment (GAGE) method was used to derive p-values which were considered significant if p<0.05.

Clinical exploratory endpoints for ontunisertib in FSCD

Clinical response based on established luminal endoscopic endpoint — Simple Endoscopic Score (SES-CD)

As an objective imaging endpoint assessing therapeutic response, we explored the value of the centrally read Simple Endoscopic Score for Crohn’s Disease, or SES-CD. The SES-CD is an endoscopy-based scoring system that is widely used to assess both the inflammation components of luminal disease activity as well as intestinal narrowing. This score has been recommended by FDA and EMA as a validated endoscopic endpoint to support the registration of novel therapies for luminal Crohn’s disease. However, the SES-CD has not yet been validated in FSCD.

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At baseline, participants had a mean SES-CD of 7.4, which corresponds to the low end of the moderate range in CD patients. After 12 weeks of dosing, participants in the ontunisertib 200mg BID arm achieved an approximately two-point reduction in the total SES-CD score. Importantly, in a post-hoc analysis in participants with a baseline SES-CD score >7 (42 participants, or 41% of the total population), a larger decrease in the ontunisertib 200mg BID group of approximately five points was observed. The cut-off value of a SES-CD score of 7 was selected since it is the established threshold for moderate luminal disease activity.

While all participants had at least one stricture, 77% of participants (n=79) had a non-passable stricture at baseline, as assessed by a robust central reading process that included two blinded central readers and an adjudication mechanism in case of disagreement. In the participants with non-passable strictures at baseline, a larger reduction in the total SES-CD score was again observed in the ontunisertib 200mg BID dose arm when compared to placebo. While not powered for statistical significance, the difference between the ontunisertib 200mg BID dose and placebo arm reached statistical significance in a post-hoc analysis (p=0.02). The improvements in the ontunisertib 200mg BID arm were due to combined effects on the inflammation components of the SES-CD score (ulcer size, ulcerated surface, and affected surface) and on the narrowing component.

SES-CD scores in STENOVA Part A

* Based on post-hoc analysis; not powered for statistical significance. P-values were derived from analysis of covariance with change in SES-CD as response, and baseline SES-CD, randomization stratum, and treatment as covariates.

A further post-hoc analysis explored the proportion of participants achieving endoscopic response and endoscopic remission. Endoscopic response, defined as a decrease from baseline in SES-CD of at least 50%, was observed in 29.4%, 11.8%, and 11.4% of participants in the ontunisertib 200mg BID, 100mg QD, and placebo arms, respectively. A higher endoscopic remission rate, defined as a total score of four or less with no item above one, was also observed for the high dose cohort (23.5%) versus the low dose cohort (5.9%) and placebo (8.6%), as shown in the bar graph below:

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Endoscopic response and endoscopic remission in STENOVA Part A

We also assessed if strictures classified as non-passable at baseline became passable at Week 12, as this potentially indicates a clinically meaningful therapeutic benefit. We used the narrowing component of the SES-CD score to assess stricture passability. At baseline, 77% of participants had a non-passable stricture. In the placebo arm, two of the 31 non-passable strictures (6.5%) became passable at Week 12, and in the ontunisertib 100mg QD group, this was the case for two out of 26 non-passable strictures (7.7%). In contrast, in the ontunisertib 200mg BID group, seven out of 22 non-passable strictures (31.8%), became passable at Week 12. We believe that the improvement in stricture passability at Week 12 for the high dose group is an important observation.

Summary of stricture passability in STENOVA Part A

Summary of Centrally-read Endoscopy Ileum Narrowing Changes (Full Analysis Set)

Baseline score group Week 12 change, n (%)	AGMB-129 200 mg BID (N=34)		AGMB-129 100 mg QD (N=34)		Placebo (N=35)
Ileal narrowing score < 3 at baseline		10 (29.4)		7 (20.6)		4 (11.4)
Improved		0		0		1 (25.0)
No change		4 (40.0)		4 (57.1)		0
Worsened		5 (50.0)		3 (42.9)		3 (75.0)
Missing		1 (10.0)		0		0
Ileal narrowing score = 3 at baseline		22 (64.7)		26 (76.5)		31 (88.6)
Improved		7 (31.8)		2 (7.7)		2 (6.5)
No change		11 (50.0)		23 (88.5)		25 (80.6)
Missing		4 (18.2)		1 (3.8)		4 (12.9)
Ileal narrowing score missing at baseline		2 (5.9)		1 (2.9)		0
Unknown		0		1 (100)		0
Missing		2 (100)		0		0

Week 12 denominators are based on totals within each baseline score group.

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Improvement in stricture passability in STENOVA Part A

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Clinical response based on novel FSCD-specific endpoints — Stricture Patient-Reported Outcome (S-PRO)

In the STENOVA study, we explored Clinical Outcome Assessment, or COA, instruments evaluating clinical benefits that are meaningful to patients, such as a Patient Reported Outcome, or PRO. To this end, we have been working alongside the STAR Consortium, an independent body founded by leading gastroenterologists. STAR has developed an initial version of a FSCD-specific PRO instrument, named S-PRO, which is currently undergoing validation in a prospective observational trial in FSCD patients conducted by a third party. The S-PRO instrument aims to capture obstructive symptoms such as abdominal pain, cramping, bloating, and vomiting occurring particularly after meals. Changes in diet, such as the type or amount of food, and food processing methods such as mashing or blending food are also evaluated.

As the graph below shows, a significant placebo effect was observed in the STENOVA Part A study, leading to a rapid symptomatic improvement for the S-PRO Severity score within four-to-eight weeks. No further benefit was observed in the ontunisertib 200mg BID and 100mg QD arms. We explored whether a drug effect could be detected in participants with higher S-PRO score at baseline. Similarly, a large placebo effect was observed in participants at or below as well as above the median value for baseline S-PRO. The data suggests that a floor effect, reached after four-to-eight weeks, hampered the detection of a drug effect.

We are working with the STAR consortium on further iterations of the S-PRO instrument to improve the ability of this instrument to potentially detect drug effects. We are also exploring additional Clinical Outcome Assessments (COAs) for potential future use.

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S-PRO Severity score in STENOVA Part A

Clinical response based on novel FSCD-specific endpoints — Magnetic Resonance Enterography (MRE)

In the STENOVA trial, we also included a radiological evaluation by MRE. MRE is commonly used in clinical practice to evaluate stricture severity and provides information about structural severity criteria, including stricture length, bowel wall thickness, and the presence and diameter of any associated pre-stenotic dilation. These three parameters have been shown to be reliably measured by MRE and are considered clinically meaningful.

As shown in the graph below, we observed an early trend for both the 100mg QD and the 200mg BID dose of ontunisertib versus placebo, with the strongest trend observed for the change from baseline in stricture length at Week 12. Specifically, mean stricture length worsened in the placebo group and less so in the 100mg and 200mg BID arms. Directionally, similar findings were observed for bowel wall thickness and prestenotic dilation.

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MRE subscores in STENOVA Part A

STENOVA Phase 2a study — Part B

Part B of the STENOVA study is an ongoing open-label extension, or OLE, study, enrolling eligible participants that have completed the Week 12 study visit for Part A. The data discussed below presents an internal analysis conducted in October 2025. All eligible participants enrolled into the OLE study will receive ontunisertib 200mg BID for up to an additional 48 weeks. In the OLE, MREs are performed after 24 and 48 weeks of additional treatment, while SES-CD is assessed at Week 48.

Part B was initiated in early 2025, when Part A was already underway. Therefore, a proportion of participants had already completed the 12 weeks of dosing in Part A as well as the safety follow-up period when Part B was initiated. Only participants who finished Part A no longer than 24 weeks prior to the start of Part B were eligible. Of the participants eligible to roll over into the OLE study without treatment interruption, 94% elected to enter the OLE. Altogether, a total of 49 participants entered the OLE study, as shown in the table below. As of October 2025, 45 of those 49 participants had completed an additional 12 weeks of treatment in the OLE study, and 24 had completed 24 weeks of treatment. A total of five participants discontinued study treatment, as shown in the table below. One participant discontinued because of an adverse event, one because of non-compliance, and one withdrew consent. Two participants that were in the placebo group in the first 12 weeks discontinued the OLE because of lack of efficacy.

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Study disposition in STENOVA Part B

	AGMB-129 200 mg BID (N=16)		AGMB-129 200 mg BID after 100 mg QD (N=19)		AGMB-129 200 mg BID after Placebo (N=14)		All subjects (N=49)
Treatment disposition
Ongoing		15 (93.8)		17 (89.5)		12 (85.7)		44 (89.8)
Discontinued		1 (6.3)		2 (10.5)		2 (14.3)		5 (10.2)
Adverse event		0		1 (5.3)		0		1 (2.0)
Lack of efficacy		0		0		2 (14.3)		2 (4.1)
Non-compliance with study drug		1 (6.3)		0		0		1 (2.0)
Withdrawal by subject		0		1 (5.3)		0		1 (2.0)

Longer-term safety and tolerability profile of ontunisertib in FSCD

The interim data snapshot in 24 participants treated with ontunisertib 200mg BID for an additional 24 weeks in the OLE (up to 36 weeks in total) as of October 2025 supports the longer-term safety and tolerability profile of ontunisertib in FSCD patients. In the OLE, the lowest proportion of participants with at least one TEAE was observed in the participants who were already on ontunisertib 200mg BID in Part A (25.0%), compared to those switching from 100mg QD (63.2%) or placebo to the 200mg dose (50.0%; see table below). A total of four participants had at least one SAE in the OLE, including one of the participants who was already on the ontunisertib 200mg BID dose in Part A (SAE of kidney stone), two of the participants who switched from the 100mg QD to the 200mg dose of ontunisertib (SAEs of appendicitis and Crohn’s colitis), and one of the participants who switched from placebo to the ontunisertib 200mg BID dose (SAE of wrist fracture). These four cases were all deemed not related to study drug by the investigators.

As of October 2025, no safety signals were detected in laboratory tests, safety biomarkers, vital signs, ECGs, and physical examinations of participants in Part B of the STENOVA study.

As of December 2025, the DSMB has not raised any safety concerns and has recommended for the study to continue as per the protocol with 200mg BID for up to 60 weeks.

Overview of safety events in STENOVA Part B (interim data snapshot)

Subjects with any, n (%)	AGMB-129 200 mg BID (N=16)		AGMB-129 200 mg BID after 100 mg QD (N=19)		AGMB-129 200 mg BID after Placebo (N=14)
TEAE		4 (25.0)		12 (63.2)		7 (50.0)
Serious TEAE		1 (6.3)		2 (10.5)		1 (7.1)
Worst-case:
Moderate TEAE		2 (12.5)		6 (31.6)		2 (14.3)
Severe TEAE		1 (6.3)		2 (10.5)		1 (7.1)
Life-threatening TEAE		0		0		0
Fatal TEAE		0		0		0
Related TEAE		1 (6.3)		0		1 (7.1)
Treatment interruption due to TEAE		1 (6.3)		2 (10.5)		2 (14.3)
Treatment withdrawal due to TEAE		0		1 (5.3)		0
Study discontinuation due to TEAE		0		0		0

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MRE assessment of longer-term treatment with ontunisertib in FSCD patients

An important question of the ongoing STENOVA OLE study is to determine whether the radiological improvements observed after 12 weeks of treatment in Part A can be maintained or further enhanced with prolonged administration of ontunisertib 200mg BID. As the below graph shows, we have observed, in an initial internal analysis (based on non-cleaned, non-locked data), that for the participants who transitioned from placebo to ontunisertib 200mg BID upon entering the OLE phase, stricture length, which was previously worsening, ceased to progress and instead stabilized over the 24-week treatment period. In participants who were already receiving ontunisertib during Part A of the study, we observed an initial indication of regression in stricture length when compared to their baseline measurements.

At the time of this analysis (data cut-off: October 2025), MRE data was available for only the first 22 participants who had completed Week 24 in Part B, and these data are subject to further review. As the study progresses and more participants reach this milestone, additional data will become available, which may help to further clarify the radiological effects of longer-term treatment with ontunisertib. Furthermore, data to be collected at Week 48 may provide valuable information regarding the effect of extended treatment with ontunisertib on MRE parameters. We expect to report the results of the full 48-week open-label treatment extension in the second half of 2026.

Stricture length in STENOVA Part B (interim data snapshot)

Next development steps for the ontunisertib program in FSCD

Based on the positive results observed in the STENOVA study, we are preparing to conduct a Phase 2b trial of ontunisertib in patients with symptomatic FSCD. Prior to the initiation of the trial, we plan to discuss the design with regulatory authorities. Currently, we are planning to conduct a 52-week trial with a primary analysis at Week 24. We expect that the trial will compare two or three doses of ontunisertib versus placebo. The objective of the trial will be to further evaluate the safety and efficacy profile of ontunisertib in FSCD patients, determine the optimal dose, and inform the selection of registrational endpoints for a subsequent Phase 3 clinical program.

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Proposed Phase 2b study design with ontunisertib in FSCD

Conclusion: STENOVA, a landmark study in FSCD

STENOVA is a first-in-indication study that set out to investigate whether ontunisertib could safely target the TGFβ pathway through ALK5 inhibition in a GI-restricted fashion in FSCD patients. Ontunisertib exhibited a generally favorable safety and tolerability profile in FSCD patients in the STENOVA study, based on the balanced incidence and severity of adverse events between ontunisertib and placebo, and the absence of safety signals in patients receiving ontunisertib. The observed PK profile was consistent with the anticipated GI-restricted mode-of-action of ontunisertib, with high local and low systemic exposure in FSCD patients. We also observed improvements in strictures in the high-dose cohort, with a measurable effect on SES-CD, including inflammation and narrowing components, and MRE. While further analysis and development is needed to determine the appropriate COAs, including further work to refine and determine the utility of the S-PRO, the SES-CD and MRE parameters provide potential imaging endpoints for further studies in FSCD.

Ontunisertib, a potential solution for the main unmet medical needs in CD

We believe that ontunisertib has the potential to address the two key unmet medical needs in the current treatment of Crohn’s disease.

First, for the 46% of CD patients with established strictures, no targeted treatment exists. We believe that ontunisertib, if approved, could provide the first therapeutic option to halt or reverse disease progression in these patients. The STENOVA results indicate that ontunisertib has the potential to serve as an anti-fibrotic therapy, on top of standard of care. Moreover, based on animal pharmacology studies, ex vivo studies in mucosal samples derived from IBD patients, and on the improvements in inflammation and narrowing components of the SES-CD score observed in the STENOVA study, data to date suggests that ontunisertib possesses both anti-fibrotic and anti-inflammatory properties. This potential dual anti-inflammatory and anti-fibrotic mode-of-action could enable monotherapy in FSCD patients.

Secondly, in the broader luminal CD population, the main medical need is to break the efficacy ceiling of current anti-inflammatory drugs. This efficacy ceiling results in sequential drug cycling and inadequate disease control, which allows for the development of strictures and fistulae that require surgery in many CD patients. We believe that ontunisertib could be positioned earlier in the treatment paradigm for CD to enhance the control of mucosal inflammation and prevent progressive GI fibrosis. In this therapeutic setting, we believe that ontunisertib could be used in combination with advanced anti-inflammatory therapies to provide an important addition to the therapeutic options available to IBD patients.

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Ontunisertib could provide solution for strictures and efficacy ceiling

Conclusion

The emergence of burdensome symptomatic strictures is considered to be an inevitable consequence of long-term inflammation for the large proportion of patients with CD who progress to FSCD and eventually require surgery. We believe ontunisertib has the potential to change the paradigm for treating FSCD patients and provide the first pharmacologic treatment for strictures. We believe ontunisertib’s antifibrotic effect through efficient blockade of TFGβ signaling in the gastrointestinal tract has the potential to address the underlying driver of strictures while avoiding the known toxicities associated with systemic TGFβ inhibition. We believe ontunisertib has the potential to be used as a chronic treatment for patients with symptomatic strictures not requiring immediate surgical intervention.

AGMB-447 for the treatment of idiopathic pulmonary fibrosis

AGMB-447, our second clinical-stage product candidate, is an inhaled small molecule inhibitor of ALK5 in development for the treatment of idiopathic pulmonary fibrosis (IPF). AGMB-447 is designed to have high local exposure in the lung tissue and low systemic exposure. Upon absorption into the bloodstream, AGMB-447 is hydrolyzed and inactivated to avoid potential toxicities associated with systemic inhibition of ALK5 signaling. We are conducting a randomized, double-blind, placebo-controlled Phase 1 clinical trial intended to evaluate the safety, PK, PD and target engagement of AGMB-447. We completed an interim analysis of the SAD and MAD 1-6 stages of the Phase1 trial where we enrolled 108 healthy participants, and dosed the first patients in the IPF cohort, with the aim to recruit up to 12 patients with IPF. We plan to report data in IPF patients in the second half of 2026.

IPF background

Pulmonary fibrosis is a severe chronic disease characterized by rapidly progressive scarring of connective tissue within the lung. IPF, the most common type of pulmonary fibrosis, is an age-related (i.e., usually occurring in adults over the age of 60), rare progressive fibrotic interstitial pneumonia of unknown cause. According to American Thoracic Society (ATS) guidelines, IPF diagnosis is based on exclusion of known causes of interstitial lung disease and is associated with a pattern of usual interstitial pneumonia (UIP) on high resolution computed tomography

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(HRCT) or surgical lung biopsy. There is a growing clinical need for improved treatment options given the limited number of approved medications. IPF has a poor prognosis for patients, with a median life expectancy of less than five years after diagnosis. Patients with IPF develop progressive shortness of breath from the scarring of the lungs and have difficulty performing routine functions, such as walking and talking. Other symptoms include chronic dry cough, fatigue, weakness, chest pain and weight loss. IPF affects approximately 240,000 people in the United States, Japan, the United Kingdom, and the four largest European markets (France, Germany, Spain, and Italy), with 30,000 to 40,000 new cases being diagnosed each year in the United States alone.

IPF treatments

There are no approved pharmacological treatments for IPF that can cure the disease or reverse disease pathology. Patients with IPF are managed by providing supportive care such as pulmonary rehabilitation and assisted ventilation, pharmacological interventions that may slow disease progression, and lung transplantation for eligible patients. IPF is the main cause of all lung transplantations, however, mortality on the waiting list is high due to speed of disease progression. There are currently three FDA-approved anti-fibrotic therapies for the treatment of IPF, all of which are administered orally: pirfenidone, originally marketed as Esbriet® by Genentech/Roche, nintedanib, marketed as Ofev®, and nerandomilast, marketed as Jascayd®, both by Boehringer Ingelheim.

Pirfenidone, whose direct mechanism of action is not well defined, has been shown to slow disease progression as reflected by a reduced rate of lung function decline, exercise tolerance, and longer progression-free survival. Nintedanib is an inhibitor of the tyrosine kinase activity of multiple growth factor receptors. Treatment with nintedanib has been shown to reduce the annual rate of decline of pulmonary function and lead to significant delays in the time to acute disease exacerbation, with a trend towards increased survival. Both pirfenidone and nintedanib are associated with significant side effects which include persistent gastrointestinal disorders (e.g., diarrhea, nausea, abdominal pain, vomiting) and elevated liver enzymes, which may lead to temporary dose reductions or discontinuation of therapy altogether. Required monitoring of liver tests prior to initiation of treatment and at regular intervals during treatment is clinically indicated. Over 60% of patients treated with nintedanib experience diarrhea and around 5% have elevated liver enzymes. Cases of drug-induced liver injury have been reported in patients treated with nintedanib, including one patient death, with pirfenidone’s prescribing information carrying a similar warning about elevated liver enzymes. Other side effects in patients taking pirfenidone include Severe Cutaneous Adverse Reactions (SCAR) and photosensitivity and rash. However, despite the side effect profile, the aggregate annual revenue for nintedanib and pirfenidone was approximately $4.1 billion in 2024 across IPF and other fibrosing interstitial lung diseases.

Nerandomilast was recently approved by the FDA in October 2025. Nerandomilast is an orally administered, preferential inhibitor of the phosphodiesterase 4B (PDE4B) enzyme. Treatment with nerandomilast has been shown to significantly reduce the rate of lung function decline in patients with IPF. However, 41% of patients in clinical trials experienced diarrhea, and the incidence of diarrhea increased substantially in combination with nintedanib, to 62% of patients. Trial results also suggest that combining pirfenidone with nerandomilast may lead to a pharmacokinetic interaction: pirfenidone might reduce nerandomilast’s plasma concentrations, potentially lowering its efficacy. Hence, nerandomilast’s potential to combine with the other approved therapies for the treatment of IPF may be limited.

In conclusion, despite the availability of approved anti-fibrotic treatment options, we believe an important unmet medical need remains for patients with IPF for novel therapies demonstrating both enhanced efficacy and an optimized safety and tolerability profile.

TGFβ is a key driver of fibrosis in IPF

TGFβ is produced by a wide variety of cell types in the lung including alveolar macrophages, neutrophils, fibroblasts, endothelial cells and myofibroblasts. Repetitive injury of the alveolar epithelium is understood to be a trigger for the aberrant wound healing process that drives the development of IPF. Studies of lung tissue from patients with IPF demonstrate that TGFβ is increased in the alveolar epithelium, macrophages and fibroblastic foci, where it promotes fibroblast recruitment and proliferation via paracrine signaling. In the lung, TGFβ activates

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multiple pathways relevant to the pathogenesis of IPF including cell differentiation, proliferation, apoptosis, migration, and extracellular matrix, or ECM production.

Disruption of TGFβ signaling has been found to limit the development of fibrosis in both in vitro and in vivo preclinical models of IPF. In these experimental models, the expression of active TGFβ alone is sufficient to induce fibrosis, while the inhibition of epithelial activation of TGFβ or TGFβR function prevents fibrotic progression. In the lungs, TGFβ also stimulates the expression of several proinflammatory and fibrogenic cytokines, such as TNFα, PDGF, IL-1β and IL-13, thereby amplifying the fibrotic response. Additionally, TGFβ suppresses production of antifibrotic molecules, such as HGF and prostaglandin E2. Although inhibitors of the TGFβ pathway, such as inhibitors of ALK5, have potential to treat IPF, systemic toxicities of multiple organ systems have precluded their clinical development.

Our potential solution, AGMB-447

AGMB-447 is a small molecule inhibitor of ALK5 designed to be administered by inhalation, targeting the TGFβ pathway in the lung. Unlike other ALK5-targeted drug candidates, AGMB-447 was designed to be rapidly hydrolyzed and inactivated upon absorption, to limit systemic exposure and potentially reduce the risk of toxicities associated with systemic ALK5 inhibition. Additionally, AGMB-447 has the potential to reduce the risk of drug-drug interactions, making it an attractive candidate for combination with systemic therapeutics. Moreover, dosing via inhalation may offer significant advantages for IPF patients as it allows for the direct delivery of drug to the site of action maximizing local exposure with smaller doses while circumventing the need for high systemic doses. A nebulizer, rather than a dry-powder inhaler (DPI), was selected since nebulization is better suited for deep lung drug delivery and is easier for IPF patients who are generally elderly and limited in their capability to achieve the high inspiratory flow that is required for DPI.

Preclinical development of AGMB-447

The key preclinical findings for AGMB-447 are summarized in the table below.

Summary of preclinical findings for AGMB-447

Preclinical findings			Observations
Preclinical pharmacokinetics AGMB-447 resulted in high exposure to the lung with fast hydrolysis in plasma			• Exposure to AGMB-447 after intratracheal administration in rodents was approximately 800 to 1,000-fold higher in the lung than in plasma • The major metabolite of AGMB-447 in plasma, MET-093, has shown no meaningful ALK5 inhibitory activity in cellular experiments
Activity in in vivo bleomycin mouse model AGMB-447 led to dose-dependent reductions in the bleomycin model across a number of fibrosis and inflammation readouts			• Bleomycin model is the most widely used preclinical model for IPF due to its ability to reproduce many aspects of the disease • The Ashcroft score, a histological method of quantifying fibrosis, was significantly reduced with 1 mg/kg dose of AGMB-447. AGMB-447 also led to significant reductions in inflammation as measured by immune infiltration into the tissue (assessed by histopathology scores) and the number of leukocytes in bronchoalveolar lavage fluid
Activity in ex vivo human lung fibroblasts AGMB-447 led to dose-dependent decreases in the release of COL1A1 protein			• Dose-dependent decreases in the release of COL1A1 protein were observed in fibroblasts from non-IPF and IPF patients • Similar results were seen with other pro-fibrotic markers such as plasminogen activator inhibitor-1 (PAI-1) and fibronectin 1 (FN1)

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Preclinical findings			Observations
Activity in ex vivo human precision cut lung slices AGMB-447 led to dose-dependent decreases in profibrotic genes			• Precision-cut lung slices are increasingly recognized and employed as an ex vivo organotypic model • Expression of COL1A1 was decreased in a dose-dependent manner in hPCLs from non-IPF and IPF patients • Similar effects were observed for other profibrotic genes such as SERPINE-1 (coding for PAI-1), fibronectin (FN1) and integrin beta 6 (ITGB6)
Toxicology studies No cardiac valve lesions observed with AGMB-447			• No cardiac valve lesions have been observed in GLP toxicology studies, including chronic toxicology studies of AGMB-447 in rodents and toxicology studies in non-rodents

AGMB-447 resulted in high exposure to the lung with fast hydrolysis in plasma

AGMB-447 was designed to be hydrolyzed in the bloodstream and was confirmed to have low plasma stability in human plasma in vitro. The ability to restrict exposure of AGMB-447 to the lungs was confirmed in preclinical studies. Exposure to AGMB-447 after intratracheal administration in rodents was approximately 800- to 1,000-fold higher in the lung than in plasma as shown in the below figure. The major metabolite of AGMB-447 in plasma, MET-093, had no meaningful ALK5 inhibitory activity in cellular experiments. Consistent with the low systemic exposure of AGMB-447, we did not observe cardiac valve lesions or other concerning systemic toxicities in the preclinical toxicology program.

AGMB-447 exposure in the lung in rats

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AGMB-447 – summary of dose-dependent findings in the bleomycin model across several fibrosis and inflammation readouts

The most common and best-characterized preclinical model of IPF is the bleomycin-induced lung injury model (in rodents), due to its ability to reproduce many aspects of the disease including epithelial injury, fibroblast proliferation, extracellular matrix accumulation and fibrotic remodeling of the lung tissue. As shown in the below figure, treatment with AGMB-447 led to dose-dependent reductions in the bleomycin model across a number of fibrosis and inflammation readouts. In this mouse model, treatment with AGMB-447 was initiated seven days after induction of fibrosis with bleomycin. Intratracheal doses of AGMB-447 at 0.1mg/kg or 1 mg/kg were administered daily.

The Ashcroft score, a histological method of quantifying fibrosis, was significantly reduced with 1 mg/kg dose of AGMB-447. AGMB-447 also led to significant reductions in inflammation as measured by the number of leukocytes in bronchoalveolar lavage fluid, or BALF and immune infiltration into the lung tissue (assessed by histopathology score).

AGMB-447 showed desired preclinical activity in the bleomycin therapeutic mice model

Fibrotic effect quantified by Ashcroft Score (histological method). Inflammatory effect quantified by the number of leukocytes in bronchoalveolar lavage fluid (BALF) and histopathological score

AGMB-447 led to dose-dependent decreases in the release of COL1A1 protein

As shown in the below Figure, in ex vivo experiments using primary human lung fibroblasts, treatment with AGMB-447 led to dose-dependent decreases in the release of collagen type 1 alpha 1, or COL1A1, and FN1 protein, pro-fibrotic markers, into the supernatant of TGFβ treated cells. This effect was seen in fibroblasts from non-IPF human subjects and IPF patients. Similar results were obtained with another pro-fibrotic marker, PAI-1.

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AGMB-447 reduced COL1A1 and FN1 protein in TGF-β stimulated primary human lung fibroblasts in non-IPF and IPF tissue

AGMB-447 led to dose-dependent decreases in profibrotic genes in human precision-cut lung slices

Human precision-cut lung slices, or hPCLS, which are small, uniform tissue slices generated from human lungs, are increasingly recognized and employed as an ex vivo organotypic model. In contrast to cell cultures, hPCLS retain the cellular complexity and the architecture of the lung, providing a platform to investigate perturbations in a near-native environment. As displayed in the below figure, we found that the expression of TGFβ-stimulated profibrotic genes, such as COL1A1, was decreased in a dose-dependent manner after treatment with AGMB-447 in hPCLS tissue from patients with IPF. Similar effects were observed for other profibrotic genes such as FN1, encoding fibronectin, integrin beta 6 (ITGB6), and SERPINE1, encoding PAI-1, and in non-IPF hPCLS.

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AGMB-447 reduced COL1A1 and PAI-1 mRNA expression in hPCLS from IPF patients

AGMB-447 showed a potentially differentiated preclinical safety profile

We completed general toxicology studies up to six months in the rat and nine months in the dog with AGMB-447. Previous ALK5 inhibitors have caused severe heart valve lesions in rats after 3 to 14 days and in dogs after 1 month of treatment in early toxicology studies. In contrast, no cardiac valvular lesions were detected in any of the toxicology studies carried out to date with AGMB-447 in any of the species tested.

Histopathology findings in AGMB-447 were limited to the respiratory tract and were suggestive of nonspecific mucosal irritations for both rats and dogs. In rats, but not in dogs, laryngeal findings in the ventral cartilage were observed, consistent with the greater sensitivity of rodents to laryngeal injury in inhalation studies. However, because of the absence of ventral cartilage in humans and the known greater sensitivity of laryngeal injury in rats, these findings were not considered to be relevant to humans. Thus, while no head-to-head studies have been conducted versus systemic ALK5 inhibitors, we believe AGMB-447 has the potential for a differentiated preclinical safety profile, and we have defined a therapeutic window for clinical evaluation of AGMB-447 that supports target inhibition of ALK5 while potentially avoiding cardiotoxicity associated with systemic inhibition of ALK5 signaling.

Clinical development of AGMB-447

Phase 1 trials

AGMB-447-C101 is a Phase 1, randomized, double-blind, placebo-controlled, single ascending dose (SAD) and multiple ascending dose (MAD) clinical trial of orally inhaled AGMB-447 intended to assess its safety, tolerability,

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pharmacokinetics (PK), pharmacodynamics (PD) and target engagement in healthy participants and IPF patients. The trial consists of three parts: a SAD (Part A) and MAD (Part B) study in healthy participants and multiple dose study in IPF participants (Part C). AGMB-447 or placebo is administered by oral inhalation using a commercially available nebulizer as a single dose in the SAD, over 7 days in the MAD and over 14 days in the IPF cohort.

A schematic of the study design is presented in the figure below.

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Part A SAD (alternating cohorts of 8 healthy participants — 6 of whom are to be randomized to AGMB-447 and 2 to be randomized to placebo): Up to 4 ascending dose levels (1mg, 3mg, 9mg, and 20mg) are planned to be evaluated in two alternating cohorts (referred to as Cohorts A1 and A2). Participants receive a single dose of AGMB-447 or placebo on one occasion for each treatment period.

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Part A SAD bronchoscopy cohort (Cohort A3): A separate cohort of 12 healthy participants is planned to receive a single dose of AGMB-447 or placebo on one occasion and undergo bronchoscopy to assess PK in bronchoalveolar lavage, or BAL, and epithelial lining fluid, or ELF, as well as target engagement in BAL cells.

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Part B MAD (12 healthy participants, 9 of whom are to be randomized to AGMB-447 and 3 are to be randomized to placebo; referred to as Cohorts B1 — B8: Participants receive multiple daily doses of AGMB-447 or placebo over 7 consecutive days. A blinded interim data review is conducted by the Safety Advisory Committee, or SAC, before each dose escalation to the next dose level to determine safety and tolerability. The dose levels and dosing frequency are confirmed by the SAC based on safety, tolerability, available PK data, and PD data observed at the previous dose levels (including the SAD).

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Part C (up to 12 participants with IPF, 9 of whom are to be randomized to AGMB-447 and 3 to be randomized to placebo): Participants with IPF receive multiple doses of AGMB-447 or placebo over 14 days.

Because AGMB-447 is a lung-restricted compound administered by inhalation, invasive procedures are required to assess the local exposure, pharmacodynamics, and target engagement of this compound in the lung. Therefore, bronchoscopies were performed in one SAD cohort and in each multiple dose cohort of the MAD at 1.5, 6, or 24 hours after the last dose, and in the IPF cohort 6 hours after the last dose on Day 14.

Target engagement is assessed by measuring the effect of AGMB-447 on TGFβ signaling through evaluation of pSMAD3 levels in cells isolated from BALF. BAL cells are collected through the above-mentioned bronchoscopies. pSMAD3 acts as signaling molecules directly downstream from the TGFβ receptor and therefore are considered reliable biomarkers for TGFβ activation.

We expect to report results in IPF patients in the second half of 2026.

Study Status

As of December 2025, 4 dosing regimens have been evaluated in the SAD in a total of 33 healthy participants, including 1mg QD, 3mg QD, 9mg QD, and 20mg QD. In the MAD, a total of 4 dosing regimens have been evaluated in 75 participants over 7 consecutive days, including 1mg QD, 3mg QD, 9mg QD, and 4.5mg BID. Interim data from the four completed SAD cohorts, the SAD bronchoscopy cohort, and the first six cohorts of the MAD (B1 — B6) are summarized below. Data from the MAD cohorts B7 and B8 are currently under review and pending analysis. The IPF cohort (Part C) study conduct is currently ongoing.

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Participant disposition:

A total of 108 healthy participants were enrolled in the SAD and MAD 1-6 Cohorts.

SAD

A total of 33 unique participants (22 unique participants in 2 alternating cohorts (Cohorts A1 and A2) and 11 participants in the SAD bronchoscopy cohort (Cohort A3)) were randomized to receive at least one dose of study drug or placebo. Of the 22 unique participants randomized, 9 participated in more than one cohort and were counted more than once across multiple doses, accounting for 31 unique administrations.

Over 75% of the participants in the alternating cohorts completed the SAD portion of the study. In two cases, participants discontinued the study treatment early due to an AE (details provided in Safety Results below); all other early discontinuations in study treatment or early discontinuations from the study were due to withdrawal of consent or for other reasons.

In the SAD bronchoscopy cohort, all 11 healthy participants completed the study. In the AGMB447 treatment arm, two participants discontinued the study treatment (i.e., the inhalation was stopped prematurely) due to an AE (see Safety Results below for details), and one participant discontinued the study treatment (i.e., the inhalation) due to the full dose not being administered because of a technical issue with the nebulizer device.

MAD

A total of 75 healthy participants were randomized to the first 6 MAD cohorts.

All but one randomized participant (74/75) in the MAD Cohorts 1-6 completed the study; one participant in the MAD Cohort B3 (3mg QD) discontinued the study early due to Investigator’s decision. Discontinuation of study treatment was reported for 4 participants.

The table below summarizes the main findings from this interim readout of Study AGMB-447-C101.

Summary of Phase 1 interim clinical findings for AGMB-447 (SAD and MAD 1-6 in healthy participants)

Clinical findings			Observations
Safety and tolerability AGMB-447 showed no systemic safety signal and a generally favorable tolerability profile			• No systemic safety signal observed at different dose levels tested • Most common tolerability signals were cough, wheezing and throat irritation, in line with other inhaled therapies • Bronchospasm was observed in 6 healthy participants treated with AGMB-447
PK profile in healthy participants AGMB-447 resulted in high exposure to the lung with low systemic exposure			• Observed low systemic exposure of AGMB-447 across cohorts • Rapid and higher exposure of inactive MET-093 confirms absorption, tissue penetration and efficient hydrolysis
Target Engagement Dose-dependent inhibition of ALK5 in BAL cells			• The 20mg SAD cohort and the 4.5mg BID and 9mg QD MAD cohorts achieved robust target engagement

Interim Safety Results

Overall, in the SAD and MAD B1-B6 cohorts, we observed a generally favorable safety profile of AGMB-447 in healthy participants. No systemic safety signals were detected, and no dose-limiting toxicities were observed. Tolerability signals including cough and additional respiratory events such as bronchospasm were observed and are described below.

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Treatment-emergent adverse events, or TEAEs, were reported by almost all healthy participants across all AGMB-447 treatment arms, and in general, with a lower incidence in participants treated with placebo. All TEAEs were mild or moderate in severity. No severe or serious TEAEs or deaths were reported. The reported TEAEs were mostly respiratory in nature and were more frequently reported in the higher dose cohorts.

TEAEs leading to treatment discontinuation were reported in two participants in the SAD cohorts and in four participants in the MAD cohorts. These TEAEs were all respiratory AEs, except for a case of COVID-19 infection, and included cough, throat irritation, chest discomfort, wheezing, non-cardiac chest pain, a burning sensation, and dyspnea.

The table below provides an overview of TEAEs reported during the MAD of the study for completed Cohorts MAD 1-6.

Overview of Treatment-Emergent Adverse Events (Part B MAD)

Subjects with n (%)	AGMB-447						Pooled placebo (N=18)
	MAD B1 1 mg QD (N=9)	MAD B2 3 mg QD (N=10)	MAD B3 9 mg QD (N=9)	MAD B4 4.5 mg BID (N=10)	MAD B5 4.5 mg BID (N=9)	MAD B6 9 mg QD (N=10)	Pooled placebo (N=18)
TEAE	6 (66.7)	10 (100)	9 (100)	10 (100)	9 (100)	10 (100)	14 (77.8)
Serious TEAE	0	0	0	0	0	0	0
Worst-case moderate TEAE	2 (22.2)	4 (40.0)	6 (66.7)	7 (70.0)	1 (11.1)	6 (60.0)	6 (33.3)
Worst-case severe TEAE	0	0	0	0	0	0	0
Related TEAE	5 (55.6)	9 (90.0)	9 (100)	10 (100)	9 (100)	10 (100)	4 (22.2)
TEAE leading to study drug discontinuation	0	1 (10.0)*	0	1 (10.0)	0	2 (20.0)	0
TEAE leading to study discontinuation	0	0	0	0	0	0	0

* One participant in MAD B2 Cohort experienced a TEAE which led to study drug discontinuation following physician decision.

In both the SAD and MAD B1-B6 cohorts, there was a higher incidence of respiratory TEAEs in the participants receiving AGMB-447, compared to those receiving placebo. These respiratory AEs included primarily cough and throat irritation. The majority of these TEAEs were of mild intensity and were temporally associated with drug administration (inhalation) or study procedures (e.g., bronchoscopy).

Study drugs administered via inhalation are associated with certain inherent risks within the respiratory tract due to direct airway exposure. Local irritation of the airways may occur, potentially manifesting as symptoms of cough, throat irritation, increased secretions, or in some cases, bronchospasm. In this study, bronchospasm was defined as a reduction in FEV1 greater than or equal to 15%.

In the MAD part, TEAEs of cough, wheezing, and throat irritation were more frequent and of longer duration in the MAD B3 and B4 cohorts (9mg QD and 4.5mg BID, respectively) compared to other cohorts and their respective placebo control. The SAC considered these dosing regimens to be safe but not well tolerated. The SAC further commented that there were no safety concerns with the dose level as most of these AEs resolved with no or minimal medical intervention and were not associated with additional adverse manifestations.

To improve the tolerability signals that had been detected in the MAD B3 and B4 cohorts, an improved dilution method using physiological saline was developed to reduce the amount of mannitol in the final drug product. Mannitol is an excipient contained within the AGMB-447 and placebo formulations and has the potential to induce bronchospasm in participants with airway hyper-responsiveness. The improved dilution method was used in subsequent cohorts (i.e., MAD cohorts B5 onwards) and was associated with a reduced incidence and severity of bronchospasm-related AEs in the MAD B5 and B6 cohorts (4.5mg BID and 9mg QD, respectively). The availability of this improved drug preparation method allowed further dilution of the drug product in these cohorts, also resulting in substantially shorter duration of cough events.

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A total of 6 healthy participants treated with AGMB-447 presented with signs or symptoms suggestive of bronchospasm, defined as wheezing and/or a drop in FEV1 greater than or equal to 15%. These participants received 200µg of salbutamol, and their symptoms were generally manageable with salbutamol use. The study protocol was also amended to allow for the prophylactic use of salbutamol in participants presenting with a first case of bronchospasm. In such cases, participants received 200µg of salbutamol 5-15 minutes prior to subsequent dose administrations. The prophylactic use of salbutamol was introduced from the MAD Cohort B5 onwards.

Altogether, dilution of the drug product with a mannitol-free solution efficiently mitigated the development of cough and bronchospasm. As a result, the SAC deemed the dosing regimens used in the MAD B5 and B6 cohorts (4.5mg BID and 9mg QD, respectively), where the improved dilution method was implemented, safe and well tolerated for use in healthy participants and participants with IPF for use in the ongoing Phase 1 trial.

Clinical laboratory tests showed no clinically relevant changes in liver enzymes nor other routine blood chemistry parameters following administration of AGMB-447 across dose levels and dosing regimens.

No findings of concern were reported in vital signs. No clinically relevant changes in ECG parameters were observed.

Pharmacokinetic Results — Low systemic exposure of AGMB-447 in healthy participants

Following both single and multiple dose administrations, AGMB-447 was observed to be rapidly absorbed, with plasma peak concentrations occurring within approximately 0.25-0.74 hours. Across dose levels and regimens, systemic exposure to AGMB-447 remained low, with Cmax increasing dose-proportionally and AUC0-t showing slightly greater than dose-proportional increases. The primary metabolite, MET-093, consistently appeared within 1-1.5 hours post-dose, consistent with rapid hydrolysis of AGMB-447. Also, in keeping with the rapid and extensive metabolization of AGMB-447, exposure of the MET-093 metabolite was markedly higher than the parent compound (up to ~25-fold in SAD and ~19-fold in MAD), with stable metabolite-to-parent ratios across doses and regimens. While MET-093 Cmax rose dose-proportionally, AUC0-t tended to increase more than proportionally, supporting its contribution to overall systemic exposure.

After 7 days of dosing, AGMB-447 showed little accumulation with once daily dosing and only slightly higher, but still modest, accumulation with BID dosing. MET-093 accumulation was comparable to AGMB-447. Urinary recovery of both AGMB-447 and MET-093 was consistently low (<1%), regardless of dose or regimen. Renal clearance values for both compounds remained stable across cohorts and were below reference creatinine clearance.

Pharmacokinetics, systemic AGMB-447 and metabolite MET-093 concentrations

As shown in the figure below, multiple dose administration of inhaled AGMB-447 achieved very low systemic concentrations of AGMB-447 (for both total levels and for the free fraction unbound to plasma proteins). After inhalation, AGMB-447 was rapidly metabolized in plasma through hydrolyzation into its main, inactive metabolite MET-093. The observed low systemic exposure of AGMB-447 and the high systemic exposure of MET-093 provide support for the hypothesized lung-restricted mode-of-action of AGMB-447. The graph also shows that the free fraction concentration of AGMB-447 was well below its IC50 (>100-1000x). We believe that this suggests that the compound could avoid the risks of toxicities associated with systemic ALK5 inhibition. Finally, nebulization of AGMB-447 with the selected inhalation device resulted in consistent and reproducible exposure profiles, as shown by the overlapping profiles of the 2 cohorts assessing 4.5mg BID, and again in the two cohorts assessing 9mg QD.

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Pharmacodynamic Results — Target engagement

To assess target engagement, we measured ALK5 inhibition by assessing pSMAD3 levels in BAL cells in the bronchoscopy cohort of the SAD portion, and in the MAD cohorts of the Phase 1 study conducted in healthy participants. SMAD3 is transcription factor which, upon the direct phosphorylation by ALK5, translocates to the cell nucleus to drive the expression of fibrogenic TGFβ-inducible genes. SMAD3 phosphorylation therefore represents a very direct and meaningful marker of target engagement. We observed a generally dose-dependent inhibition of ALK5 activity in the BAL cells, with robust target engagement observed for the 20mg SAD cohort and the 4.5mg BID and 9mg QD MAD cohorts. This indicates efficient inhibition of the TGFβ signaling pathway following local administration of AGMB-477.

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Conclusion

In the ongoing Phase 1 study, the interim data support the lung-restricted PK profile of AGMB-447 in healthy participants, and no safety signals were observed. Tolerability signals commonly reported for inhaled therapies, such as cough and bronchospasm, were initially observed but efficiently mitigated by diluting the drug product with an improved dilution method.

Measurement of SMAD3 phosphorylation in BAL cells was used to assess target engagement. We observed that inhaled AGMB-447 inhibits ALK5 activity in BAL cells, indicating generally dose-dependent target engagement in the lung.

We believe that AGMB-447 has the potential to address the high unmet medical need that exists in IPF. AGMB-447 was designed to safely and potently block the key fibrogenic pathway TGFβ through local, lung-restricted ALK5 inhibition. Low systemic exposure and in particular low hepatic exposure to the active parent compound potentially limits the risk of clinically significant drug-drug interactions. Together with the observed safety profile of AGMB-447, we believe this finding potentially also makes AGMB-447 a favorable candidate for combination therapy with currently approved systemic therapies.

Discovery and preclinical portfolio

We have a robust discovery pipeline with several programs in the early stages of development, including AGMB‑101, our most advanced preclinical asset.

AGMB-101 for the treatment of liver cirrhosis

AGMB-101, our third product candidate, is an HGF-mimetic monoclonal antibody that acts through agonism, or stimulation, of the MET receptor and has demonstrated both antifibrotic and regenerative activity in preclinical models. HGF is a well-characterized growth factor with key roles in homeostasis and regeneration of multiple organs and tissue. Preclinical experiments have demonstrated that AGMB-101 can mimic the activity of HGF, preventing injury and accelerating tissue regeneration. In 2025, we received regulatory authorization to conduct a Phase 1 single ascending dose trial in healthy participants and patients with liver cirrhosis. We are assessing initiation of further development of AGMB-101 as we explore strategic options for the candidate and its related intellectual property.

Liver cirrhosis background

Liver cirrhosis is an advanced stage of liver fibrosis which develops in patients with chronic liver disease. The underlying causes of cirrhosis include obesity and metabolic dysfunction, viral infection, alcohol abuse, cholestatic

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diseases and autoimmune hepatitis. These various insults induce liver inflammation which, over time, leads to the accumulation of fibrotic scar tissue within the liver. The scar tissue that forms replaces healthy liver tissue and can impede normal blood flow through the liver, causing increased pressure in the portal system. Both effects contribute to liver failure. One of the most serious complications of cirrhosis is portal hypertension caused by restricted blood flow in the portal vein and smaller veins that drain off of it. Portal vein hypertension is the most common cause of hospitalization and death in people with cirrhosis. Patients with cirrhosis are classified as having compensated cirrhosis or decompensated cirrhosis. Patients with compensated cirrhosis have asymptomatic disease and a median survival of up to twelve years. Progression into decompensated cirrhosis is associated with the development of overt decompensation events, including severe gastrointestinal bleeding, encephalopathy, ascites, severe systemic infections, as well as cardiac and renal failure. These patients have a median survival of approximately two years.

Worldwide it is estimated that there are 110 million to 130 million cases of cirrhosis, approximately 90% of which are compensated cirrhosis. In 2019, cirrhosis led to 1.5 million deaths worldwide. In the United States, 4.9 million people have cirrhosis. Annual direct and indirect costs for the care of cirrhosis exceed $12.0 billion in the United States alone. In 2023, chronic liver disease and cirrhosis were the tenth leading cause of death in the United States.

Liver cirrhosis treatments

Medical care for patients with liver cirrhosis focuses on treating the underlying causes of cirrhosis including antiviral therapy, anti-cholestatic agents, alcohol abstinence, and metabolic therapies for metabolic dysfunction-associated steatohepatitis. Medical management also focuses on managing symptoms and complications of cirrhosis. However, there is no specific therapy for the treatment of cirrhosis. While liver transplantation may be an option for some patients, not all are eligible due to factors such as organ availability and overall health.

Our potential solution, AGMB-101

We are developing AGMB-101, an HGF-mimetic monoclonal antibody. We have generated preclinical data which suggests that activation of this receptor with AGMB-101 can mimic the effects of HGF, potentially reversing the fibrotic process in cirrhosis and stimulating the regeneration of healthy liver cells to restore hepatic function.

AGMB-101 was created on the argenx Simple® antibody platform using the antibody-binding domains of antibodies generated in llamas to the extracellular domain of the HGF receptor. These domains were humanized and combined with human IgG1 heavy chains to create AGMB-101. AGMB-101 also contains a set of mutations, referred to as LALA mutations, which decrease binding to the FcRg receptors, reducing its ability to activate the immune system.

AGMB-101 is distinct from most other antibodies in that it functions as an agonist of the HGF receptor. Incubation of HGF-receptor-expressing cells with AGMB-101 resulted in phosphorylation of the receptor and downstream proteins in the HGF signaling pathway in a dose-dependent manner. AGMB-101 treatment of cells recapitulated HGF activity in various assays such as protection against drug-induced apoptosis, epithelial cell scattering and branching morphogenesis.

In vivo, AGMB-101 mimicked the biology of HGF in models designed to measure its protective, antifibrotic and regenerative potential to treat fibrotic diseases in the liver. In an acute liver injury model (acetaminophen- or APAP-induced), prophylactic treatment with AGMB-101 reduced liver necrosis from 0.03 mg/kg. In a carbon tetrachloride, or CCl4, model of chronic liver injury, treatment with AGMB-101 for four weeks reduced fibrosis. In a partial hepatectomy model, mice with pre-existing CCl4-induced liver damage were subjected to hepatectomy in which 70% of the liver was removed. Treatment with AGMB-101 improved survival and triggered robust hepatocellular regeneration resulting in significantly higher liver weight compared to treatment with a control antibody. Based on these and other data, we believe AGMB-101 may potentially be effective in fibrotic liver disorders.

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AGMB-101 treatment had in vivo activity in models corresponding to the prevention or treatment of liver diseases

Manufacturing and supply

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We currently rely, and expect to continue to rely, on third-party contract development and manufacturing organizations, or CDMOs, for the manufacture and supply of the active pharmaceutical ingredients, or APIs, of our product candidates for preclinical studies and clinical trials, as well as for the commercial manufacture and supply of our product candidates, if approved. We also rely on CDMOs for the manufacture and supply of the inhalation device needed to administer our AGMB-447 product candidate in clinical trials, as well as for the commercial manufacture and supply thereof, if our AGMB-447 product candidate is approved. As our development programs expand and we build new process efficiencies, we expect to continually evaluate this strategy with the objective of satisfying demand for our clinical trials and, if approved, the manufacture, sale and distribution of commercial products. We believe we maintain and will have access to sufficient supply to avoid any material disruptions in the event of any need to replace one or more of our suppliers. We plan to secure additional supply sources as our product candidates advance, including for the commercial manufacture and supply of any products we successfully develop. All of our clinical-stage product candidates are manufactured under current Good Manufacturing Practice, or cGMP, through reliable and reproducible processes using standard equipment and readily available starting materials.

Competition

The biotechnology and biopharmaceutical industries are characterized by rapidly advancing technologies, strong competition and an emphasis on proprietary products. While we believe that our R&D capabilities, expertise in growth factor biology, ability to execute business development transactions, agility and personnel provide us with competitive advantages, we face substantial competition from many different sources, including larger pharmaceutical companies with greater resources. Smaller specialized biotechnology and biopharmaceutical companies, academic research institutions, governmental agencies, as well as public and private institutions are also potential sources of competitive products and technologies, including through collaborative arrangements with large and established biopharmaceutical companies to (i) obtain support for their research, development and commercialization of products or (ii) combine several treatment approaches to develop longer lasting or more efficacious treatments that may potentially directly compete with our current or future product candidates. Mergers and acquisition activity in the pharmaceutical, biopharmaceutical and biotechnology sector is likely to result in greater resource concentration among a smaller number of our competitors. We also face competition in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and enrolling patients for clinical trials, and acquiring technologies complementary to, or necessary for, our programs.

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We believe that the key competitive factors affecting the success of any of our product candidates will include efficacy, safety profile, convenience, method of administration, cost, level of promotional activity and intellectual property protection.

In addition to the current standard-of-care treatments to address the diseases we are targeting in therapeutic development programs, numerous commercial and academic preclinical studies and clinical trials are being undertaken by a large number of parties to assess novel technologies and product candidates.

There are a number of large biopharmaceutical companies that are currently pursuing the development of products for the treatment of various fibrosis indications. Companies that we are aware of that aim to inhibit various parts of the TGF-β pathway for the treatment of fibrosis include large companies with significant financial resources such as Merck & Co., Inc., Sanofi S.A., Roche Holding AG, Boehringer Ingelheim International GmbH, Bristol Myers Squibb Co. and Amgen Inc. We are aware of several marketed and investigational products in our leading disease areas, including but not limited to:

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Ontunisertib (AGMB-129) for FSCD: since FSCD is a subset of CD patients, we will compete with the standard-of-care for CD patients. This includes corticosteroids (e.g. budenoside, prednisone), immunomodulators (e.g. azathioprine, 6-MP, methotrexate) and approved advanced therapeutics (e.g. anti-TNF, anti-IL12/23 & IL23, anti-integrins, JAK inhibitors). Next to this, we will compete with companies currently developing novel product candidates. Our most direct competitors are the companies developing product candidates for FSCD, such as RedX Pharma Ltd, Palisade Bio and Enveda. In addition, we will compete with companies developing product candidates in CD with a potential anti-fibrotic effect including Merck & Co., Teva Pharma Ltd. & Sanofi S.A., Roche Holding AG, Pfizer Inc., Spyre Therapeutics Inc. and Xencor Inc. Finally, we will compete with companies developing product candidates in inflammatory bowel disease with gastrointestinal-restricted characteristics including Eli Lilly, AstraZeneca PLC, Ensho Therapeutics Inc. and Spyre Therapeutics Inc.

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AGMB-447 for IPF: There are currently three approved products for the treatment of IPF: Esbriet is marketed by Roche Holding AG and Ofev is marketed by Boehringer Ingelheim International GmbH. In addition, Jascayd (nerandomilast), developed by Boehringer Ingelheim International, has recently received FDA approval to treat IPF. United Therapeutics Corporation announced positive Phase 3 results in IPF for its TETON-2 study with Tyvaso, and pending positive results for its TETON-1 study, the company may file for FDA approval for Tyvaso in IPF. Also, companies currently developing product candidates in IPF using inhaled administration include Avalyn Pharma Inc., Arrowhead Pharma Inc., and Mannkind Corporation. Finally, companies currently developing product candidates in IPF using systemic administration include Bristol-Myers Squibb Co., PureTech Health (Celea Therapeutics), RedX Pharma, Vicore Pharma Holding AB, Endeavor BioMedicines, Boehringer Ingelheim International, Lassen Therapeutics Inc., Calliditas Therapeutics AB, Roche Holding AG, RedX Pharma Ltd., InSilico Medicine Inc., Glaxosmithkline PLC, Contineum Therapeutics Inc., Structure Therapeutics Inc. AstraZeneca PLC and Eli Lilly.

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AGMB-101 for liver cirrhosis: No approved products exist to treat cirrhosis, but there are several companies focused on the development of product candidates for liver cirrhosis or liver fibrosis, such as Madrigal Pharmaceuticals, Inventiva Pharma SA, Akero Therapeutics Inc., Glaxosmithkline PLC, Galectin Therapeutics Inc. and Alentis Therapeutics AG. In addition, companies that focus on the development of product candidates for liver-related diseases that can lead to cirrhosis, including AstraZeneca PLC, Boehringer Ingelheim International GmbH, Eli Lilly, Innovent Biologics Inc., Johnson & Johnson, Merck & Co., Inc., Novo Nordisk A/S, Pfizer Inc., Roche Holding AG, Takeda Pharmaceutical Company Limited, Altimmune, Inc., Arrowhead Pharma Inc., 89bio and Viking Therapeutics, Inc.

Our commercial opportunity could be reduced or eliminated if one or more of our competitors develop and commercialize products that are safer, more effective, better tolerated, or of greater convenience or economic benefit than our proposed product offering. Our competitors also may be in a position to obtain FDA or other regulatory approval for their products more rapidly, resulting in a stronger or dominant market position before we are able to enter the market.

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Intellectual property

Our success depends in part upon our ability to protect our technology and intellectual property. We strive to protect the proprietary technologies that we believe are important to our business by relying on patents and trade secret laws, confidentiality procedures, and employee disclosure and invention assignment agreements. Our intellectual property is critical to our business and we strive to protect it through a variety of approaches, including by obtaining and maintaining patent protection in various countries for our product candidates. This includes plans to pursue and maintain patent protection intended to cover the composition of matter of ontunisertib (AGMB-129), AGMB-447 and AGMB-101, their methods of use, and other related technologies and inventions that are important to our business. Additionally, although we have pending patent applications, we have no issued patents in the United States for AGMB-447 and only one issued patent in the United States for ontunisertib (AGMB-129). In addition to seeking patent protection, we also rely on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. Trade secrets can be difficult to protect, and while we have confidence in the measures we take to protect and preserve our trade secrets, such measures can be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors.

Our commercial success depends in part upon our ability to obtain and maintain patent and other proprietary protection for commercially important technologies, inventions and know-how related to our business, defend and enforce our intellectual property rights, in particular, our patent rights, preserve the confidentiality of our trade secrets and operate without infringing valid and enforceable intellectual property rights of others. For more information regarding the risks related to our intellectual property, please see “Risk factors—Risks related to our intellectual property.”

Patent portfolio

As of December 31, 2025, our patent estate included four issued U.S. patents, three pending U.S. patent applications, twenty two issued foreign patents, four pending Patent Cooperation Treaty (PCT) applications and sixty pending foreign patent applications (including six pending European patent applications).

Ontunisertib (AGMB-129)

We have two patent families relating to our ontunisertib (AGMB-129) product candidate. The first patent family includes composition of matter and method of treatment claims directed to ontunisertib (AGMB-129). This patent family includes one issued U.S. patent and six issued foreign patents, in China, India, Russia (via the Eurasian Patent Office), Saudi Arabia, Singapore, and South Africa, a pending U.S. non-provisional patent application, and fifteen pending ex-U.S. patent applications in North America (such as Canada and Mexico), South America (such as Argentina and Brazil), Europe, Asia (such as Japan, Malaysia, and South Korea), the Middle East (such as Israel) and Australia. The patents and the pending patent applications, if issued, are expected to expire in 2040, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid. The second patent family includes a patent application under the Patent Cooperation Treaty (PCT), and a pending application in Taiwan with claims directed to certain physical forms, including salts, polymorphic forms and compositions, of ontunisertib. Any national or regional stage applications which may be filed based on this PCT application, if filed and issued, are expected to expire in 2045, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid.

AGMB-447

We have two patent families relating to our AGMB-447 product candidate. The first patent family includes composition of matter and method of treatment claims directed to AGMB-447. This patent family includes a pending U.S. non-provisional patent application, an issued patent in Japan and in Russia (via the Eurasian Patent Office), and eighteen pending ex-U.S. patent applications in North America (such as Canada and Mexico), South America (such as Argentina and Brazil), Europe, Asia (such as China, India, Malaysia and South Korea), the Middle East (such as Israel and Saudi Arabia), Australia and New Zealand. The patent and the pending patent

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applications, if issued, are expected to expire in 2041, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid. The second patent family includes a patent application under the PCT, and a pending application in Taiwan with claims directed to certain physical forms, including salts, polymorphic forms and compositions, of AGMB-447. Any national or regional stage applications which may be filed based on this PCT application, if filed and issued, are expected to expire in 2045, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid.

AGMB-101 and Back Up Molecules

We have three patent families relating to our AGMB-101 product candidate and back up molecules. The first patent family includes composition of matter claims and method of treatment claims directed to AGMB-101 and back up molecules. This patent family includes fourteen issued patents, in the United States (two issued patents), Australia, Brazil, China (two issued patents), India, Japan (two issued patents), Mexico, South Korea (three issued patents) and Russia, one pending U.S. non-provisional patent application, and fourteen pending ex-U.S. patent applications in North America (such as Canada), Europe, Asia (such as India and Japan), Australia and Russia. The patents and the pending patent applications, if issued, are expected to expire in 2037, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid. The second patent family is directed to the use of an anti-MET agonistic antibody such as AGMB-101 in treating diabetes by promoting pancreatic islet cell growth. This patent family includes two issued patents in China and Japan, and six pending ex-U.S. patent applications in North America (such as Canada), Europe, Asia (such as India and Japan) and Australia. The patent and the pending patent applications, if issued, are expected to expire in 2039, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid. The third patent family is directed to the use of AGMB-101 in treating cancer or colorectal fibrosis. This patent family includes an issued U.S. patent relating to the use of AGMB-101 in treating colorectal cancer and a pending patent application in Europe. The patent and the pending patent application, if issued, are expected to expire in 2039, without giving effect to any potential patent term extensions or adjustments and assuming all maintenance fees are paid.

We have entered into a research and commercialization license agreement with argenx BV for certain patent rights and know-how for AGMB-101 in exchange for a profit-share certificate. The license agreement includes a non-exclusive, worldwide milestone-free and royalty-free research license to certain patent rights and know-how for the sole purpose of researching certain anti-MET SIMPLE antibodies in the field. The license agreement also grants a worldwide, exclusive, sub-licensable license under such patent rights and know-how to research, develop, manufacture, use and sell certain licensed products in the field. The license agreement expires on the last to expire licensed patent right and cannot be terminated by either party other than for cause or due to insolvency.

General remarks on patent protection

The patent positions for biopharmaceutical companies are generally uncertain and can involve complex legal, scientific and factual issues. In addition, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted and even challenged after issuance. As a result, we cannot guarantee that our ontunisertib, AGMB-447 and AGMB-101 product candidates will be protected or remain protectable by enforceable patents, even if issued. We cannot predict whether the patent applications we are currently pursuing will issue as granted patents in any particular jurisdiction or whether the claims of any granted patent will provide sufficient proprietary protection from competitors. Any patents that we hold may be challenged, circumvented or invalidated by third parties. The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries where we may elect to file, the patent term is 20 years from the earliest date of filing a non-provisional patent application. In the United States, a patent’s term may be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the USPTO in granting a patent. A United States patent term may be shortened, if a patent is terminally disclaimed by its owner, over another patent.

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In the United States, the term of a patent covering an FDA-approved drug may be eligible for a patent term extension under The Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, as compensation for the loss of patent term during the FDA regulatory review process. The period of extension may be up to five years beyond the expiration of the patent, but cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval. Only one patent among those eligible for an extension may be extended. Similar provisions are available in Europe and in certain other jurisdictions to extend the term of a patent that covers an approved drug. It is possible that an issued United States patent covering ontunisertib, AGMB-447 or AGMB-101 may be entitled to a patent term extension. If any of our product candidates receives FDA approval, we intend to apply for a patent term extension, if available, to extend the term of the patent that covers the approved product candidate. We also intend to seek patent term extensions in any jurisdictions where they are available. However, there is no guarantee that the applicable authorities, including the FDA, will agree with our assessment of whether such extensions should be granted, and if granted, the length of such extensions.

In addition to patent protection, we may rely on other forms of regulatory and legislative non-patent exclusivity protection that are typically triggered by marketing approval of a product. In the United States, these include orphan drug exclusivity, pediatric exclusivity, new chemical entity exclusivity for drugs such as ontunisertib and AGMB-447, and reference product exclusivity for biologics such as AGMB-101. The EU and many other key markets outside the United States, have comparable forms of such exclusivity. However, there is no guarantee that we will obtain any of these forms of exclusivity protection for ontunisertib, AGMB-447, AGMB-101 or any future product candidate.

Trade secrets and proprietary information

We also rely on trade secret protection for our proprietary information that is not amenable to, or that we do not consider appropriate for, patent protection, including, for example, certain aspects of our manufacturing processes. However, trade secrets can be difficult to protect. Although we take steps to protect our proprietary information, including restricting access to our premises and our confidential information, as well as entering into agreements with our employees, consultants, advisors, contract research organizations, contract manufacturing organizations and potential collaborators, these agreements may be breached and we may not have adequate remedies for any breach. In addition, third parties may independently develop the same or similar proprietary information or may otherwise gain access to our proprietary information or disclose our technology. As a result, we may be unable to meaningfully protect our trade secrets and proprietary information. For more information regarding the risks related to our intellectual property, see “Risk Factors—Risks Related to Our Intellectual Property.”

Government regulation

Government authorities in the United States, at the federal, state and local level, and in the European Union and other countries and jurisdictions, extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of drug and biological products. In addition, some jurisdictions regulate the pricing of drug and biological products. The processes for obtaining marketing approvals in the United States and in foreign countries and jurisdictions, along with subsequent compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources.

Licensure and regulation of drugs and biologics in the United States

In the United States, drug and biological products used for the prevention, treatment, or cure of a disease or condition in humans are subject to regulation under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and its implementing regulations, although biologics are approved for marketing under provisions of the Public Health Service Act, or the PHSA, via biologics license applications, or BLAs. The application process and requirements for approval of BLAs are very similar to those for NDAs. The failure to comply with applicable U.S. requirements at

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any time during the product development process, including preclinical testing and clinical testing, the approval process or post-approval marketing may subject an applicant to delays in the conduct of a clinical trial, regulatory review and approval, and/or administrative or judicial sanctions. These sanctions may include, but are not limited to, the FDA’s refusal to allow an applicant to proceed with clinical testing, refusal to approve pending applications, application or license suspension or revocation, warning or untitled letters, adverse publicity, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines and civil or criminal investigations and penalties brought by the FDA or the Department of Justice or other governmental entities.

An applicant seeking approval to market and distribute a new drug or biologic in the United States generally must satisfactorily complete each of the following steps:

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preclinical laboratory tests, animal studies and formulation studies performed in accordance with applicable regulations, which may include good laboratory practices, or GLPs;

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submission to the FDA of an IND application for human clinical testing, which must become effective before human clinical trials may begin;

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approval by an institutional review board, or IRB, or ethics committee, or EC, for each clinical site before each clinical trial may be initiated;

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performance of adequate and well-controlled human clinical trials to establish the safety and effectiveness of the product candidate for each proposed indication, in accordance with GCPs;

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preparation and submission to the FDA of an NDA for a drug product or a BLA for a biological product requesting marketing for one or more proposed indications, including submission of detailed information on the manufacture and composition of the product and proposed labeling;

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one or more FDA inspections of the manufacturing facility or facilities, including those of third parties, at which the product, or components thereof, are produced to assess compliance with current good manufacturing practice, or cGMP, requirements and to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity;

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FDA audits of certain clinical trial sites to assure compliance with GCPs, and the integrity of clinical data in support of the NDA or BLA;

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payment of user fees and securing FDA approval of the NDA or BLA; and

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compliance with any post-approval requirements, including any postmarketing studies required by the FDA.

Before testing any product candidate in humans, the product candidate must undergo preclinical testing. Preclinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as animal studies to evaluate the potential for activity and toxicity. The conduct of the preclinical tests and formulation of the compounds for testing must comply with applicable regulations and requirements. The results of the preclinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND application. The IND automatically becomes effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions about the product candidate or conduct of the proposed clinical trial, including concerns that human research subjects will be exposed to unreasonable health risks, and places the proposed clinical trial on clinical hold. In that case, the IND sponsor and the FDA must resolve the FDA concerns before the clinical trial can begin.

As a result, submission of the IND may result in the FDA not allowing the clinical trial to commence or on the terms originally specified by the sponsor in the IND. If the FDA imposes a partial or complete clinical hold, this action would delay either a proposed clinical trial or cause suspension of an ongoing clinical trial, or in the case of a partial clinical hold place limitations on the conduct of the clinical trial such as duration of treatment, until all outstanding concerns have been adequately addressed and the FDA has notified the company that investigation may proceed and then only under terms authorized by the FDA. This could cause significant delays or difficulties

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in completing planned clinical trials in a timely manner. The FDA may impose clinical holds on a drug or biological product candidate at any time before or during clinical trials due to safety concerns or non-compliance.

Human clinical trials in support of an NDA or BLA

Clinical trials involve the administration of the product candidate to healthy subjects or patients with the disease to be treated under the supervision of a qualified principal investigator in accordance with GCPs, including informed consent requirements. Clinical trials are conducted under clinical trial protocols detailing, among other things, the objectives of the clinical trial, inclusion and exclusion criteria, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be submitted to the FDA as part of the IND.

A sponsor who wishes to conduct a clinical trial outside the U.S. may, but is not required to, conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, the sponsor may submit data from the clinical trial to the FDA in support of the NDA or BLA so long as the clinical trial is well-designed and conducted in accordance with GCPs, including review and approval by an independent ethics committee, and the FDA is able to validate the clinical trial data through an onsite inspection, if necessary.

Further, each clinical trial must be reviewed and approved by an IRB or, if applicable, an Ethics Committee, either centrally or individually at each institution at which the clinical trial will be conducted. The IRB or the Ethics Committee will consider, among other things, clinical trial design, patient informed consent, ethical factors and the safety of human subjects. An IRB must operate in compliance with FDA regulations. The FDA, IRB, the Ethics Committee or the clinical trial sponsor may suspend or discontinue a clinical trial at any time for various reasons, including a finding that the clinical trial is not being conducted in accordance with FDA requirements or the subjects or patients are being exposed to an unacceptable health risk. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or data monitoring committee. This group may recommend continuation of the clinical trial as planned, changes in clinical trial conduct, or cessation of the clinical trial at designated check points based on access to certain data from the clinical trial.

Clinical trials typically are conducted in three sequential phases, but the phases may overlap or be combined. Additional clinical trials may be required after approval.

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Phase 1 clinical trials are initially conducted in a limited population to test the product candidate for safety, including adverse effects, dose tolerance, absorption, metabolism, distribution, excretion and PD in healthy humans or, on occasion, in patients, such as cancer patients.

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Phase 2 clinical trials are generally conducted in a limited patient population to identify possible adverse effects and safety risks, evaluate the efficacy of the product candidate for specific targeted indications and determine dose tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger Phase 3 clinical trials.

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Phase 3 clinical trials proceed if the Phase 2 clinical trials demonstrate that a dose range of the product candidate is potentially effective and has an acceptable safety profile. Phase 3 clinical trials are undertaken within an expanded patient population to gather additional information about safety and effectiveness necessary to evaluate the overall benefit-risk relationship of the drug and to provide an adequate basis for physician labeling.

In some cases, the FDA may approve an NDA or BLA for a product candidate but require the sponsor to conduct additional clinical trials to further assess the product candidate’s safety and effectiveness after approval. Such post-approval clinical trials are typically referred to as Phase 4 clinical trials. These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication and to confirm clinical benefit in the case of products approved under accelerated approval. If the FDA approves a product while a company has ongoing clinical trials that were not necessary for approval, a company may be able to use the data from these clinical trials to meet all or part of any Phase 4 clinical trial requirement or to request a change in

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the product labeling. Failure to exhibit due diligence in conducting required Phase 4 clinical trials could result in withdrawal of approval or other FDA enforcement action.

Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA, and written IND safety reports must be submitted to the FDA and the investigators within 15 days after the clinical trial sponsor determines that serious and unexpected suspected adverse events or findings from other clinical trials or animal or in vitro testing that suggest a significant risk for human subjects qualify for reporting. The sponsor must also submit an IND safety report to the FDA for any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than seven calendar days after the sponsor’s initial receipt of the information.

A product candidate being studied in clinical trials may be made available for treatment of individual patients in certain circumstances. Pursuant to the 21st Century Cures Act, the manufacturer of an investigational drug for a serious disease or condition is required to make available, such as by posting on its website, its policy on evaluating and responding to requests for expanded access to an investigational product. This requirement applies on the earlier of the first initiation of a Phase 2 or Phase 3 clinical trial of the investigational product, or as applicable, 15 days after the investigational product receives a designation as a breakthrough therapy, fast track product, or regenerative advanced therapy.

Sponsors of clinical trials of drug and biological products are required to register and disclose certain clinical trial information on the website www.clinicaltrials.gov. Information related to the product, patient population, phase of investigation, clinical trial sites and investigators, and other aspects of a clinical trial are then made public as part of the registration. Sponsors are also obligated to disclose the results of their clinical trials after completion, although disclosure of such results can be delayed in certain circumstances.

Review and approval of an NDA or BLA

The results of product candidate development, preclinical testing and clinical trials, including negative or ambiguous results as well as positive findings, are submitted to the FDA as part of an NDA or BLA requesting approval to market the product. The NDA or BLA must contain extensive manufacturing information and detailed information on the composition of the product and proposed labeling as well as payment of a user fee.

The FDA has 60 days after submission of the application to conduct an initial review to determine whether the NDA or BLA is sufficiently complete to permit substantive review. If the FDA determines the NDA or BLA is not sufficiently complete, it will refuse to file the application. Once the submission has been filed, the FDA begins an in-depth review of the application. Under the goals agreed to by the FDA under the Prescription Drug User Fee Act, or PDUFA, the FDA has 10 months from the filing date in which to complete its initial review of a standard application and respond to the applicant, and six months from the filing date for a priority review of an application, for a total review time of 12 or 8 months, respectively. The FDA does not always meet its PDUFA goal dates for standard and priority reviews. The review process and the PDUFA goal date may also be extended if the FDA so requests or if the applicant otherwise provides additional information or clarification during the review process regarding information already previously provided in the submission.

As part of the review process, the FDA typically will inspect the facility or facilities where the product candidate is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, the sponsor must develop methods for testing the identity, strength, quality, potency, and purity of the final biological product. Additionally, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the biological product candidate does not undergo unacceptable deterioration over its shelf life.

After the FDA’s evaluation of the application and accompanying information, including the results of any inspections of the manufacturing facilities and any FDA audits of clinical trial sites to assure compliance with GCPs, the FDA will issue an approval letter or a complete response letter. An approval letter authorizes commercial

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marketing of the product with specific prescribing information for specific indications. If the application is not approved, the FDA will issue a complete response letter, which will identify the deficiencies in the application and the conditions that must be met in order to secure approval of the application, and when possible, will outline recommended actions the sponsor might take to obtain approval of the application. Sponsors that receive a complete response letter may submit to the FDA information that represents a complete response to the issues identified by the FDA, withdraw the application or request a hearing. The FDA will not approve an application until issues identified in the complete response letter have been addressed.

The FDA may also refer the application to an advisory committee for review, evaluation and recommendation as to whether the application should be approved. In particular, the FDA may refer applications for novel product candidates or product candidates that present difficult questions of safety or efficacy to an advisory committee. Typically, an advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

Even if the FDA approves an NDA or BLA, it may limit the approved indications for use of the product. It may also require that contraindications, warnings or precautions be included in the product labeling. In addition, the FDA may call for post-approval studies, including Phase 4 clinical trials, to further assess the product’s safety after approval. The agency may also require testing and surveillance programs to monitor the product after commercialization, or impose other conditions, including distribution restrictions or other risk management mechanisms, including a Risk Evaluation and Mitigation Strategy, or REMS, to help ensure that the benefits of the product outweigh the potential risks. REMS can include medication guides, communication plans for healthcare professionals and elements to assure safe use, or ETASU. ETASU can include, but are not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances, special monitoring and the use of patent registries. The FDA may prevent or limit further marketing of a product based on the results of post-market studies or surveillance programs.

After approval, many types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further testing requirements and FDA review and approval. Such regulatory reviews can result in denial or modification of the planned changes, or requirements to conduct additional tests or evaluations that can substantially delay or increase the cost of the planned changes.

Regulation of combination products in the United States

Certain products may be comprised of components, such as drug components, biologic components and device components, that would normally be regulated under different types of regulatory authorities, and frequently by different centers at the FDA. These products are known as combination products.

Under the FDCA and its implementing regulations, the FDA is charged with assigning a center with primary jurisdiction, or a lead center, for review of a combination product. The designation of a lead center generally eliminates the need to receive approvals from more than one FDA center for combination products, although it does not preclude consultations by the lead center with another FDA center. The determination of which center will be the lead center is based on the “primary mode of action” of the combination product.

A combination product with drug primary mode of action, such as a drug delivered via a nebulizer, generally would be reviewed and approved under the new drug approval process; however, FDA reviewers in the relevant drug review division could consult with their counterparts in the device center to ensure that the device component of the combination product meets applicable requirements regarding safety, effectiveness, durability and performance.

Following approval of a combination product, each component of a combination product retains its regulatory status (as a drug or device, for example) and is subject to the requirements established by the FDA for that type of component. Accordingly, under FDA regulations, drug-device combination products are subject to both the cGMP requirements for drugs and the FDA’s Quality System Regulation applicable to medical devices.

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Fast track, breakthrough therapy and priority review designations

The FDA is authorized to designate certain products for expedited review if they are intended to address an unmet medical need in the treatment of a serious or life-threatening disease or condition. These programs are referred to as fast track designation, breakthrough therapy designation and priority review designation.

The FDA may designate a product for fast track review if it is intended, whether alone or in combination with one or more other products, for the treatment of a serious or life-threatening disease or condition, and it demonstrates the potential to address unmet medical needs for such a disease or condition. For fast track products, sponsors may have greater interactions with the FDA and the FDA may initiate review of sections of a fast track product’s application before the application is complete. This rolling review may be available if the sponsor provides, and the FDA approves, a schedule for the submission of the remaining information and the sponsor must pay the applicable user fee. The FDA’s review goal does not begin until the last section of the application is submitted, however. Fast Track Designation may be withdrawn by the FDA if the FDA believes that the designation is no longer supported by data emerging in the clinical trial process.

A product may be designated as a breakthrough therapy if it is intended, either alone or in combination with one or more other products, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The FDA may take certain actions with respect to breakthrough therapies, including holding meetings with the sponsor throughout the development process, providing timely advice to the product sponsor regarding development and approval, involving more senior staff in the review process, assigning a cross-disciplinary project lead for the review team, and taking other steps to help design the clinical trials in an efficient manner.

The FDA may designate a product for priority review if it is a product that treats a serious condition and, if approved, would provide a significant improvement in safety or effectiveness of the treatment, diagnosis, or prevention of such condition. The FDA determines, on a case-by-case basis, whether the proposed product represents a significant improvement when compared with other available therapies. Significant improvement may be illustrated by evidence of increased effectiveness in the treatment of a condition, elimination or substantial reduction of a treatment-limiting product reaction, documented enhancement of patient compliance that may lead to improvement in serious outcomes and evidence of safety and effectiveness in a new subpopulation. A priority designation is intended to direct overall attention and resources to the evaluation of such applications, and to shorten the FDA’s goal for taking action on a marketing application from 10 months to 6 months.

Accelerated approval pathway

The FDA may grant accelerated approval to a product for a serious or life-threatening condition that provides meaningful therapeutic advantage to patients over existing treatments based upon a determination that the product has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured earlier than an effect on irreversible morbidity or mortality, or IMM, and that is reasonably likely to predict an effect on IMM or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. Products granted accelerated approval must meet the same statutory standards for safety and effectiveness as those granted traditional approval.

For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory measurement, radio-graphic image, physical sign, or other measure that is thought to predict clinical benefit but is not itself a measure of clinical benefit. Surrogate endpoints can often be measured more easily or more rapidly than clinical endpoints. An intermediate clinical endpoint is a measurement of a therapeutic effect that is considered reasonably likely to predict the clinical benefit of a product. The FDA has limited experience with accelerated approvals based on intermediate clinical endpoints, but has indicated that such endpoints generally may support accelerated approval where the therapeutic effect measured by the endpoint is not itself a clinical benefit, if there is a basis for concluding that the therapeutic effect is reasonably likely to predict the ultimate clinical benefit of a product.

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The accelerated approval pathway is often appropriate in settings in which the course of a disease is long and an extended period of time is required to measure the intended clinical benefit of a product, even if the effect on the surrogate or intermediate clinical endpoint occurs rapidly.

The accelerated approval pathway is generally contingent on a sponsor’s agreement to conduct one or more post-approval confirmatory clinical trials or studies to verify and describe the product’s clinical benefit. These confirmatory clinical trials must be completed with due diligence, and failure to conduct or confirm a clinical benefit in post-marketing studies may prompt the FDA to withdraw the product from the market on an expedited basis. Unless otherwise informed by the FDA, all promotional materials for products approved under accelerated approval are subject to prior review by the agency. Pursuant to the Food and Drug Omnibus Reform Act , or FDORA, enacted in December 2022, the FDA is authorized to require a post-approval clinical trial to be underway prior to approval or within a specified time period following approval. Under FDORA, the FDA also has increased authority for expedited procedures to withdraw approval of a drug or indication approved under accelerated approval if, for example, the confirmatory trial fails to verify the predicted clinical benefit of the product.

Post-approval regulation

If regulatory approval for marketing of a product or new indication for an existing product is obtained, the sponsor will be required to comply with all post-approval regulatory requirements as well as any post-approval requirements that the FDA has imposed as part of the approval process. The sponsor will be required to report certain adverse reactions and production problems to the FDA, provide updated safety and efficacy information and comply with requirements for advertising and promotional labeling. Manufacturers and other parties involved in the drug supply chain for prescription drug and biological products must also comply with product tracking and tracing requirements and notify the FDA of counterfeit, diverted, stolen and intentionally adulterated products or products that are otherwise unfit for distribution in the United States Manufacturers and certain of their subcontractors are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with ongoing regulatory requirements, including cGMPs, which impose certain procedural and documentation requirements upon manufacturers. Accordingly, the sponsor and its third-party manufacturers must continue to expend time, money and effort in the areas of production and quality control to maintain compliance with cGMPs and other regulatory requirements.

The FDA may revoke or suspend the approval of an NDA or BLA if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information, imposition of post-market studies or clinical trials to assess new safety risks, or imposition of distribution or other restrictions under a REMS program. FDA also has authority to require post-market studies and labeling changes, where appropriate. Other potential consequences for a failure to maintain regulatory compliance include, among other things:

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restrictions on the marketing or manufacturing of the product, product recalls, or complete withdrawal of the product from the market;

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fines, untitled letters or warning letters or holds on post-approval clinical trials;

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refusal of the FDA to approve pending applications or supplements to approved applications;

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product seizure or detention, or refusal to permit the import or export of products; or

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injunctions or the imposition of civil or criminal penalties.

The FDA strictly regulates marketing, labeling, advertising and promotion of drug and biological products that are placed on the market. Promotional materials must be submitted to the FDA at the time of their first use, and products may be promoted only for their approved indications and in a manner that is consistent with the approved labeling. Although physicians may prescribe legally available products for unapproved uses or in patient

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populations that are not described in the product’s approved labeling (known as off-label use), companies with approved products may not market or promote such off-label uses. The FDA and other agencies enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including investigation by federal and state authorities.

From time to time, legislation is drafted, introduced, passed in Congress and signed into law that could significantly change the statutory provisions governing the approval, manufacturing, and marketing of products regulated by the FDA. In addition to new legislation, FDA regulations, guidance, and policies are often revised or reinterpreted by the agency in ways that may significantly affect the manner in which pharmaceutical products are regulated and marketed.

Orphan drug designation

Orphan drug designation in the United States is designed to encourage sponsors to develop products intended for rare diseases or conditions. In the United States, a rare disease or condition is statutorily defined as a condition that affects fewer than 200,000 individuals in the United States or that affects more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available the product for the disease or condition will be recovered from sales of the product in the United States.

Orphan drug designation qualifies a company for tax credits and market exclusivity for seven years following the date of the product’s marketing approval if granted by the FDA and if it is the first FDA approval for that product for the disease for which it has such designation. An application for designation as an orphan product can be made any time prior to the filing of an application for approval to market the product. If the FDA grants orphan drug designation, the generic identity of the product and its potential orphan use are disclosed publicly by the FDA. The product must then go through the review and approval process like any other product in order to be marketed.

A sponsor may request orphan drug designation of a previously unapproved product or new orphan indication for an already marketed product. In addition, a sponsor of a product that is otherwise the same product as an already approved orphan drug may seek and obtain orphan drug designation for the subsequent product for the same rare disease or condition if it can present a plausible hypothesis that its product may be clinically superior to the first drug. In the case of a biological product, whether said biological product is the same as another product for orphan drug designation purposes is based on whether the two products have the same principal molecular structural features. More than one sponsor may receive orphan drug designation for the same product for the same rare disease or condition, but each sponsor seeking orphan drug designation must file a complete request for designation.

If orphan drug exclusivity is granted by the FDA, the period of exclusivity begins on the date that the marketing application is approved by the FDA and applies only to the indication for which the product has been designated. The FDA may approve a second application for the same product for a different use or a second application for a clinically superior version of the product for the same use. The FDA cannot, however, approve the same product made by another sponsor for the same indication during the orphan drug exclusivity period unless it has the consent of the sponsor or the sponsor is unable to provide sufficient quantities of the product.

Pediatric studies and exclusivity

Under the Pediatric Research Equity Act of 2003, or PREA, an NDA, BLA or supplement thereto must contain data that are adequate to assess the safety and effectiveness of the product for the claimed indications in all relevant pediatric sub-populations, and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. During development, sponsors must also submit pediatric clinical trial plans that contain an outline of the proposed pediatric clinical trial or studies the applicant plans to conduct, including clinical trial objectives and design, any deferral or waiver requests and other information required by regulation.

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The FDA may, on its own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approval of the product for use in adults, or full or partial waivers from the pediatric data requirements. Unless otherwise required by regulation, PREA does not apply to a drug or biological product for an indication for which orphan designation has been granted, except that PREA will apply to an original application for a new active ingredient that is orphan-designated if the product candidate is a molecularly targeted cancer product intended for the treatment of an adult cancer and is directed at a molecular target that FDA determines to be substantially relevant to the growth or progression of a pediatric cancer.

Pediatric exclusivity is another type of non-patent marketing exclusivity in the United States and, if granted, provides for the attachment of an additional six months of marketing protection to the term of any existing regulatory exclusivity. This six-month exclusivity may be granted if a sponsor submits pediatric data that fairly respond to a written request from the FDA for such data. The data do not need to show the product to be effective in the pediatric population studied; rather, if the clinical trial is deemed to fairly respond to the FDA’s request, and the reports of requested pediatric studies are submitted to and accepted by the FDA within the statutory time limits, whatever statutory or regulatory periods of exclusivity cover the product are extended by six months.

Generic drug competition and exclusivity

The Hatch-Waxman Amendments to the FDCA established an abbreviated regulatory framework authorizing the FDA to approve generic drugs that are shown to contain the same active ingredients as, and to be bioequivalent to, pharmaceutical products previously approved by the FDA pursuant to an NDA. To obtain approval of a generic drug, an applicant must submit an abbreviated new drug application, or ANDA, to the FDA. An ANDA is a comprehensive submission that contains, among other things, data and information pertaining to the active pharmaceutical ingredient, bioequivalence, drug product formulation, specifications and stability of the generic drug, as well as analytical methods, manufacturing process validation data and quality control procedures. ANDAs are “abbreviated” because they generally do not include preclinical and clinical data to demonstrate safety and effectiveness. Instead, a generic manufacturer may rely on the preclinical and clinical testing previously conducted for a drug product previously approved under an NDA, known as the reference-listed drug, or RLD.

For an ANDA to be approved, the FDA must find that the generic version is the same as the RLD with respect to the active ingredients, route of administration, dosage form, and strength and conditions of use of the drug. The FDA must also determine that the generic drug is bioequivalent to the RLD. Under the statute, a generic drug is bioequivalent to an RLD if the rate and extent of absorption of the drug do not show a significant difference from the rate and extent of absorption of the RLD. Upon approval of an ANDA, the FDA determines whether the generic product is “therapeutically equivalent” to the RLD in its publication “Approved Drug Products with Therapeutic Equivalence Evaluations,” also referred to as the “Orange Book.” Physicians and pharmacists consider a therapeutically equivalent generic drug to be fully substitutable for the RLD. In addition, by operation of certain state laws, the FDA’s designation of therapeutic equivalence often results in substitution of the generic drug without the intervention of the prescribing physician.

The Hatch-Waxman Amendments also specify a period of five years of non-patent regulatory exclusivity for a new drug containing a new chemical entity, or NCE. An NCE is a drug that contains no active moiety, which is the molecule or ion responsible for the physiological or pharmacological action of the drug substance, that has previously been approved by the FDA in any other NDA. Where such NCE exclusivity has been granted, an ANDA may not be filed with the FDA until the expiration of the five-years exclusivity, unless the ANDA is accompanied by a Paragraph IV certification, which states that the proposed drug will not infringe the RLD’s listed patents or that such patents are invalid or unenforceable, in which case the applicant may submit its application four years following the RLD approval.

The Hatch-Waxman Amendments also specify a period of three years of exclusivity if an NDA includes reports of one or more new clinical investigations, other than bioavailability or bioequivalence studies, that were conducted by or for the applicant and are essential to the approval of the application. This three-year exclusivity period often protects changes to a previously approved drug product, such as a new dosage form, route of administration,

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combination or indication. Three-year exclusivity would be available for a drug product that contains a previously approved active moiety, provided the statutory requirement for a new clinical investigation is satisfied.

Upon approval of an NDA or a supplement thereto, NDA sponsors are required to list with the FDA each patent with claims that cover the applicant’s product or an approved method of using the product. Each of the patents listed by the NDA sponsor is published in the Orange Book. When an ANDA applicant files its application with the FDA, the applicant is required to certify to the FDA concerning any patents listed for the reference product in the Orange Book, except for patents covering methods of use for which the ANDA applicant is not seeking approval. To the extent that a generic applicant relies on studies conducted for an already approved product, the applicant is required to certify to the FDA with respect to each patent that:

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the required patent information has not been filed;

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the listed patent has expired;

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the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or

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the listed patent is invalid, unenforceable or will not be infringed by the new product.

A certification that the new product will not infringe the already approved product’s listed patents or that such patents are invalid or unenforceable is called a Paragraph IV certification. If the applicant does not provide a Paragraph IV certification against the listed patents or indicates that it is not seeking approval of a patented method of use, the application will not be approved until all the listed patents claiming the referenced product have expired (other than method of use patents involving indications for which the applicant is not seeking approval).

If the ANDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IV certification to the NDA and patent holders once the ANDA application has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement lawsuit in response to the notice of the Paragraph IV certification. The filing of a patent infringement lawsuit within 45 days after the receipt of a Paragraph IV notice automatically prevents the FDA from approving the ANDA until the earlier of 30 months after the receipt of the Paragraph IV notice, expiration of the patent, or a decision in the infringement case that is favorable to the applicant. The ANDA also will not be approved until any applicable non-patent exclusivity listed in the Orange Book for the RLD drug has expired.

Biosimilar competition and exclusivity

The Biologics Price Competition and Innovation Act, or BPCIA, established a regulatory framework authorizing the FDA to approve biosimilars. Under the BPCIA, an applicant may submit an application for licensure of a biologic product that is “biosimilar to” or “interchangeable with” a previously approved biological product, or reference product. For the FDA to approve a biosimilar product, it must find that there are no clinically meaningful differences between the reference product and proposed biosimilar product in terms of safety, purity and potency. For the FDA to approve a biosimilar product as interchangeable with a reference product, the agency must find that the biosimilar product can be expected to produce the same clinical results as the reference product, and (for products administered multiple times) that the biologic and the reference biologic may be switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biologic.

Under the BPCIA, an application for a biosimilar product may not be submitted to the FDA until four years following the date of approval of the reference product. The FDA may not approve a biosimilar product until 12 years from the date on which the reference product was approved. Even if a product is considered to be a reference product eligible for exclusivity, another company could market a competing version of that product if the FDA approves a full BLA for such product containing the sponsor’s own preclinical data and data from adequate and well-controlled clinical trials to demonstrate the safety, purity and potency of their product. The BPCIA also

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established an exclusivity period for the first biosimilar approved as an interchangeable product. Biosimilar products deemed interchangeable by the FDA may be substituted by pharmacies depending on state law.

U.S. patent term restoration

Depending upon the timing, duration and specifics of FDA approval of product candidates, some of a sponsor’s U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, or Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit restoration of the patent term for an eligible patent of up to five years as compensation for patent term lost during the FDA regulatory review process. Patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date and only those claims covering such approved product, a method for using it or a method for manufacturing it may be extended. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date of an NDA or BLA plus the time between the submission date of an NDA or BLA and the approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise due diligence. Only one patent applicable to an approved product is eligible for the extension and the application for the extension must be submitted within sixty (60) days of approval from FDA and prior to the expiration of the patent. The USPTO, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may apply for restoration of patent term for our currently owned or licensed patents, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA or BLA.

Regulation and procedures governing approval of medicinal products in the EU and the UK

In order to market any medicinal product outside of the U.S., a company also must comply with numerous and varying regulatory requirements of other countries and jurisdictions regarding quality, safety and efficacy and governing, among other things, clinical trials, marketing authorization, commercial sales and distribution of products. Whether or not it obtains FDA approval for a product, an applicant will need to obtain the necessary approvals by the comparable regulatory authorities before it can initiate clinical trials or marketing of the product in those countries or jurisdictions. Specifically, with respect to the EU, no medicinal product may be placed on the market of a respective EU Member State unless a marketing authorization has been granted by the competent authorities of that Member State, or a centralized marketing authorization has been granted by the European Commission. Similar requirements apply in Great Britain. The process governing approval of medicinal products in the EU and Great Britain generally follows the same lines as in the United States It entails satisfactory completion of pharmaceutical development, preclinical trials and adequate and well-controlled clinical trials to establish the safety and efficacy of the medicinal product for each proposed indication.

Clinical trial approval

Since January 31, 2025, all clinical trials in the EU are governed by the Clinical Trials Regulation (EU) No 536/2014, which replaces Directive 2001/20/EC and introduces a harmonized approval process via the Clinical Trials Information System (CTIS) operated by the European Medicines Agency. Despite a three-year transition period, sponsors continue to face challenges such as technical hurdles, administrative complexity, and delays in trial approvals and amendments. Targeted changes to the EU Clinical Trials Regulation may be introduced as part of the European Commission’s competitiveness agenda.

Following its departure from the EU, the UK did not adopt the EU Clinical Trials Regulation. Instead, using powers under the Medicines and Medical Devices Act 2021, the UK government enacted the Medicines for Human Use (Clinical Trials) (Amendment) Regulations 2025, signed into law in April 2025 and taking effect on April 28, 2026. These reforms mark the most significant overhaul of the UK clinical trials framework in two decades, aiming to streamline approvals, reduce administrative burdens, and introduce risk-proportionate regulation, while maintaining international alignment and supporting innovation.

Marketing authorization

To obtain a marketing authorization for a product under the EU regulatory system, an applicant must submit a marketing authorization application, either to the European Medicines Agency, or the EMA, using the centralized

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procedure or to competent authorities in the EU Member State using the other procedures (decentralized procedure, national procedure, or mutual recognition procedure). A marketing authorization may be granted only to an applicant established in the EU. Regulation (EC) No. 1901/2006 concerning medicinal products for pediatric use provides that, in order to obtain a marketing authorization in the EU, an applicant must submit (i) either the results of all studies performed and details of all information collected in compliance with an agreed pediatric investigation plan, or PIP, or (ii) a decision of the EMA granting a product-specific waiver, class waiver, or a deferral with respect to a PIP.

The centralized procedure provides for the grant of a single marketing authorization by the European Commission that is valid for all EU Member States, and in the additional Member States of the European Economic Area, or the EEA, (Norway, Iceland and Liechtenstein). Pursuant to Regulation (EC) No. 726/2004, the centralized procedure is compulsory for specific products, including for medicines produced by certain biotechnological processes, products designated as orphan medicinal products, advanced therapy medicinal products (gene therapy, somatic cell therapy or tissue engineered products) and products with a new active substance indicated for the treatment of certain diseases, including products for the treatment of cancer and auto-immune diseases and other immune dysfunctions, viral diseases and neurodegenerative disorders. The centralized procedure is optional for products that contain an active substance for any other indications, or which are a significant therapeutic, scientific or technical innovation or whose authorization would be in the interest of public health at the EU level.

Under the centralized procedure, the EMA’s Committee for Medicinal Products for Human Use, or CHMP, is responsible for conducting the assessment of a product to define its risk/benefit profile. The CHMP recommendation is then sent to the European Commission, which adopts a decision binding in all EEA Member States. Under the centralized procedure, the maximum timeframe for the evaluation of a marketing authorization application is 210 days, excluding clock stops when additional information or written or oral explanation is to be provided by the applicant in response to questions asked by the CHMP. Clock stops may extend the timeframe of evaluation of a marketing authorization application considerably beyond 210 days. Accelerated evaluation may be granted by the CHMP in exceptional cases upon request of the applicant, when a medicinal product is of major interest from the point of view of public health and, in particular, from the viewpoint of therapeutic innovation. If the CHMP accepts such a request, the time limit of 210 days will be reduced to 150 days (excluding clock stops), but it is possible that the CHMP may revert to the standard time limit for the centralized procedure if it determines that it is no longer appropriate to conduct an accelerated assessment.

As a result of the Northern Ireland Protocol, following Brexit, the EMA remained responsible for approving novel medicines for supply in Northern Ireland under the EU centralized procedure, and a separate authorization was required to supply the same medicine in Great Britain (England, Wales and Scotland). The United Kingdom government and the European Commission have since agreed to replace the Northern Ireland Protocol with a new set of arrangements, known as the “Windsor Framework”. The medicines aspects of the Windsor Framework have applied since January 1, 2025. This new framework fundamentally changes the previous system under the Northern Ireland Protocol, including with respect to the regulation of medicinal products in the United Kingdom. In particular, the MHRA is now responsible for approving all medicinal products destined for the United Kingdom market (i.e., Great Britain and Northern Ireland), and the EMA no longer has any role in approving medicinal products destined for Northern Ireland under the EU centralized procedure. A single UK-wide marketing authorization is granted by the MHRA for all novel medicinal products to be sold in the United Kingdom, enabling products to be sold in a single pack and under a single authorization throughout the United Kingdom.

The MHRA has introduced changes to national licensing procedures, including procedures to prioritize access to new medicines that will benefit patients, an accelerated assessment procedure and new routes of evaluation for novel products and biotechnological products. On January 1, 2024, the MHRA put in place a new international recognition framework which means that the MHRA may have regard to decisions on the approval of marketing authorizations made by the EMA and certain other regulators when determining an application for a new UK marketing authorization.

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Data and market exclusivity

In the EU, innovative medicinal products, approved on the basis of a complete and independent data package, qualify for eight years of data exclusivity upon marketing authorization and an additional two years of market exclusivity. The data exclusivity, if granted, prevents generic or biosimilar applicants from referencing the innovator’s preclinical and clinical trial data contained in the dossier of the reference product when applying for a generic or biosimilar marketing authorization in the EU, for a period of eight years from the date on which the reference product was first authorized in the EU. During the additional two-year period of market exclusivity, a generic or biosimilar marketing authorization application can be submitted, and the innovator’s data may be referenced, but no generic or biosimilar product can be marketed in the EU until the expiration of the market exclusivity period. The overall ten-year period will be extended to a maximum of eleven years if, during the first eight years of those ten years, the marketing authorization holder obtains a marketing authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are determined to bring a significant clinical benefit in comparison with existing therapies.

There is no guarantee that EMA will accept the significant clinical benefit of any new indication and products may not qualify for one additional year of market protection. Additionally, under the EU global marketing authorization framework, once a medicinal product is granted an initial marketing authorization, any additional strengths, pharmaceutical forms, routes of administration, or variations submitted by the same marketing authorization holder are considered part of the same authorization and do not trigger new data or market exclusivity. Only products containing a new active substance may qualify for a separate data protection period, but there is no guarantee the EMA will classify a product as such. Even if data exclusivity is granted, another company may still obtain a marketing authorization by submitting a complete and independent data package. Similar arrangements apply in the UK.

Orphan designation and exclusivity

Regulation (EC) No. 141/2000 and Regulation (EC) No. 847/2000 provide that a product can be designated as an orphan product by the European Commission if its sponsor can establish that: (1) the product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition, (2) either (i) the prevalence of the condition is not more than five in ten thousand persons in the EU, or (ii) without incentives it is unlikely that the marketing of the product in the EU would generate sufficient return to justify the necessary investment in its development and (3) there exists no satisfactory method of diagnosis, prevention, or treatment of the condition in question that has been authorized in the EU or, if such method exists, the medicinal product will be of a significant benefit to those affected by that condition.

An orphan designation provides a number of benefits, including fee reductions and, regulatory assistance. If a marketing authorization is granted for an orphan medicinal product, this results in a ten-year period of market exclusivity (extended to twelve years if pediatric studies are completed under a compliant PIP). During this market exclusivity period, neither the European Commission nor the EU Member States can grant a marketing authorization for a “similar medicinal product” in the same indication as the authorized orphan product. A “similar medicinal product” is defined as a medicinal product containing a similar active substance or substances as contained in a currently authorized orphan medicinal product, and which is intended for the same therapeutic indication. The market exclusivity period for the authorized therapeutic indication may, however, be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan designation because, for example, the product is sufficiently profitable not to justify maintenance of market exclusivity. A marketing authorization may be granted to a similar medicinal product in very select cases, such as if (i) it is established that the similar medicinal product is safer, more effective or otherwise clinically superior to the authorized orphan product; (ii) the marketing authorization holder for the original orphan product consents to the second medicinal product application; or (iii) the marketing authorization holder for the original orphan product cannot supply sufficient quantities of the orphan medicinal product. Orphan designation must be requested before submitting an application for marketing authorization.

Since January 1, 2021, a separate process for orphan designation has applied in the UK. There is now no pre-marketing authorization orphan designation (as there is in the EU) and the application for orphan designation will

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be reviewed by the MHRA, at the time of an application for a UK marketing authorization. The criteria are the same as in the EU, save that they apply to the UK only (e.g., there must be no satisfactory method of diagnosis, prevention or treatment of the condition concerned in the UK, as opposed to the EU, and the prevalence of the condition must be no more than five in 10,000 persons in the UK).

Regulatory requirements after marketing authorization

Following approval, the holder of the marketing authorization is required to comply with a range of requirements applicable to the manufacturing, marketing, promotion and sale of the medicinal product. The marketing authorization holder is also subject to the EU’s stringent pharmacovigilance obligations, including periodic and ad hoc safety reporting, and may be required to conduct post-authorization studies, implement additional monitoring, or apply risk mitigation measures. In addition, the manufacturing of authorized products, for which a separate manufacturer’s license is mandatory, must also be conducted in strict compliance with EU GMP requirements, which mandate the methods, facilities and controls used in manufacturing, processing and packing of products to assure their safety and identity. Finally, the marketing and promotion of authorized products, including industry-sponsored continuing medical education and advertising directed toward the prescribers of products and/or the general public, are strictly regulated in the EU under Directive 2001/83/EC, as amended, which is transposed into national legislation by the Member States.

Periods of authorization and renewals

A marketing authorization is valid for five years, in principle, and it may be renewed after five years on the basis of a re-evaluation of the risk benefit balance by the EMA for a centrally authorized product, or by the competent authority of the authorizing Member State for a nationally authorized product. Once renewed, the marketing authorization is valid for an unlimited period, unless the European Commission or the competent authority decides, on justified grounds relating to pharmacovigilance, to proceed with one additional five-year renewal period. Any marketing authorization that is not followed by the placement of the product on the EU market (in the case of the centralized procedure) or on the market of the authorizing Member State (for a nationally authorized product) within three years after authorization, or if the product is removed from the market for three consecutive years, ceases to be valid.

The aforementioned EU rules are generally applicable in the EEA.

Reform of the regulatory framework in the European Union

The European Commission introduced legislative proposals in April 2023 that, if implemented, will replace the current regulatory framework in the EU for all medicines (including those for rare diseases and for children). The European Commission has provided the legislative proposals to the European Parliament and the European Council for their review and approval and, in April 2024, the European Parliament proposed amendments to the legislative proposals. In June 2025, the Council of the European Union adopted its position with regard to the proposals. Once the European Commission’s legislative proposals are approved by both the European Parliament and the European Council (with or without amendment), they will be adopted into EU law. Key changes under the reform package include recalibrated data and market exclusivity periods, new obligations to ensure supply across Member States, streamlined regulatory procedures, and targeted incentives to support innovation and improve access to medicines across the EU.

Coverage, pricing and reimbursement

Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may obtain regulatory approval. Even if our product candidates are approved for marketing, sales of such product candidates will depend, in part, on the extent to which third-party payors, including government health programs in the United States (such as Medicare and Medicaid), commercial health insurers, and managed care organizations, provide coverage and establish adequate reimbursement levels for such product candidates. Moreover, increasing efforts by governmental and third-party payors in the EU, the U.S. and other markets to cap or

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reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and surgical procedures and other treatments, has become intense. As a result, increasingly high barriers are being erected to the entry of new products.

In the United States and markets in other countries, patients generally rely on third-party payors to reimburse all or part of the costs associated with their treatment. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Patients are unlikely to use any product candidates we may develop unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of such product candidates.

Factors payors consider in determining reimbursement are based on whether the product is (i) a covered benefit under its health plan; (ii) safe, effective and medically necessary; (iii) appropriate for the specific patient; (iv) cost-effective; and (v) neither experimental nor investigational.

The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs and biologics. Some third-party payors may require pre-approval of coverage for new or innovative devices or drug therapies before they will reimburse healthcare providers who use such therapies. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our product candidates. No uniform policy for coverage and reimbursement for drug products exists among third-party payors in the United States Therefore, coverage and reimbursement for drug products can differ significantly from payor to payor. As a result, the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our products to each payor separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance. Each plan determines whether or not it will provide coverage for a product, what amount it will pay the manufacturer for the product, on what tier of its formulary the product will be placed and whether to require step therapy. The position of a product on a formulary generally determines the co-payment that a patient will need to make to obtain the product and can strongly influence the adoption of a product by patients and physicians. Third-party payors may limit coverage to specific products on a formulary, which might not include all of the approved products for a particular indication. Additionally, a payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. For example, the payor may require co-payments that patients find unacceptably high. Further, one payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage and reimbursement for the product, and the level of coverage and reimbursement can differ significantly from payor to payor.

Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness of medical products and services and imposing controls to manage costs, especially drugs when an equivalent generic drug or a less expensive therapy is available. It is possible that a third-party payor may consider our product candidate and other therapies as substitutable and only offer to reimburse patients for the less expensive product. Even if we show improved efficacy or improved convenience of administration with our product candidate, pricing of existing drugs may limit the amount we will be able to charge for our product candidate. These payors may deny or revoke the reimbursement status of a given drug product or establish prices for new or existing marketed products at levels that are too low to enable us to realize an appropriate return on our investment in product development. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize our product candidates and may not be able to obtain a satisfactory financial return on products that we may develop. Third-party payors may limit coverage to specific products on an approved list, also known as a formulary, which might not include all of the approved products for a particular indication.

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Furthermore, rules and regulations regarding reimbursement change frequently, in some cases at short notice, and we believe that changes in these rules and regulations are likely. In order to secure coverage and reimbursement for any product that might be approved for sale, we have needed and may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of the product, and the cost of these studies would be in addition to the costs required to obtain FDA or other comparable marketing approvals. Conducting such studies could be expensive, involve additional risk and result in delays in our commercialization efforts. Even after pharmacogenomic studies are conducted, product candidates may not be considered medically necessary or cost-effective. A decision by a third-party payor not to cover any product candidates we may develop could reduce physician utilization of such product candidates once approved and have a material adverse effect on our sales, results of operations and financial condition. Third-party reimbursement and coverage may not be adequate to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. The insurance coverage and reimbursement status of newly approved products for orphan diseases is particularly uncertain, and failure to obtain or maintain adequate coverage and reimbursement for any such product candidates could limit our ability to generate revenue.

The containment of healthcare costs also has become a priority of U.S. federal, state and international governments and the prices of pharmaceuticals have been a focus in this effort. Governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical products. We cannot be sure that reimbursement will be available for any future product candidate that we commercialize and, if reimbursement is available, the level of reimbursement. In addition, many pharmaceutical manufacturers must calculate and report certain price reporting metrics to the government, such as average sales price and best price. Penalties may apply in some cases when such metrics are not submitted accurately and timely. Further, these prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our potential revenue from the sale of any products for which we may obtain approval. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more of our products for which we or our collaborators receive marketing approval, less favorable coverage policies and reimbursement rates may be implemented in the future. Obtaining and maintaining reimbursement status is time-consuming and costly.

The delivery of healthcare in the EU, including the establishment and operation of health services and the pricing and reimbursement of medicines, is almost exclusively a matter for national, rather than EU, law and policy. As a result, in the EU, despite recent legislative developments aiming at a certain level of harmonization in certain respects, pricing and reimbursement schemes vary widely from country to country. Some countries provide that products may be marketed only after a reimbursement price has been agreed. Some countries may require the completion of additional studies that compare the cost-effectiveness of a particular product candidate to currently available therapies (so called health technology assessments) in order to obtain reimbursement or pricing approval. For example, the EU provides options for its Member States to restrict the range of products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. EU Member States may approve a specific price for a product or may instead adopt a system of direct or indirect controls on the profitability of the company placing the product on the market. Other Member States allow companies to fix their own prices for products but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions. Recently, many countries in the EU have increased the amount of discounts required on pharmaceuticals and these efforts could continue as countries attempt to manage healthcare expenditures, especially in light of the severe fiscal and debt crises experienced by many countries in the EU. The downward pressure on healthcare costs in general, particularly prescription products, has become intense. As a result, increasingly high barriers are being erected to the entry of new products. Political, economic and

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regulatory developments may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained. Reference pricing used by various EU Member States and parallel trade (arbitrage between low-priced and high-priced Member States) can further reduce prices. Acceptance of any medicinal product for reimbursement may come with cost, use and often volume restrictions, which again can vary by country. In addition, results-based rules of reimbursement may apply. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products, if approved in those countries. Historically, products launched in the EU do not follow price structures of the U.S. and generally prices tend to be significantly lower.

In January 2022, Regulation (EU) 2021/2282 concerning a European health technology assessment entered into force, providing for its application as of January 2025. A transitional phase-in applies, whereby oncology products containing a new active substance and advanced therapy medicinal products (ATMPs) will fall under the scope as of January 2025; orphan medicines as of January 2028; and all centrally authorized products containing a new active substance as of January 2030. Despite the fact that the evaluation of clinical studies is mainly transferred to the European level, the socioeconomic impact assessments and the final assessment of the added benefit and the pricing remains a national responsibility. The joint clinical assessments within the framework of the Regulation are not binding for Member States; rather, Member States have broad discretion as to how to evaluate the results of the European health technology assessment procedure for the purposes of their national decision-making processes. The EU HTA Regulation may increase the burden of evidence required to demonstrate clinical benefit across diverse healthcare systems, potentially adding complexity, cost, and uncertainty to market access strategies.

Outside the U.S., many countries impose price controls or other regulatory mechanisms that limit the pricing and profitability of medicinal products. In Europe, Canada, and other markets, cost-containment pressures continue to intensify, and pricing is often subject to national health system rules, including direct price regulation, profit control schemes, mandatory rebates and clawback mechanisms. For example, in the UK, the Voluntary Scheme for Branded Medicines Pricing, Access and Growth (VPAG) requires companies to pay back a portion of NHS sales revenue when spending exceeds predefined growth thresholds, with clawback rates reaching around 23% in 2025. These measures, along with evolving reimbursement policies, may limit the revenue potential of our product candidates and result in lower reimbursement levels compared to the U.S., potentially undermining commercial viability.

Government pricing and reimbursement programs for marketed drugs in the United States

Federal law requires that a pharmaceutical manufacturer, as a condition of having its drug and biological products receive federal reimbursement under Medicaid and Medicare Part B, must pay rebates to state Medicaid programs for all units of its covered outpatient drugs dispensed to Medicaid beneficiaries and paid for by a state Medicaid program under either a fee-for-service arrangement or through a managed care organization. This federal requirement is effectuated through a Medicaid drug rebate agreement between the manufacturer and the Secretary of the U.S. Department of Health and Human Services, or HHS. Centers for Medicare & Medicaid Services, or CMS, administers the Medicaid drug rebate agreements, which provide, among other things, that the drug manufacturer will pay rebates to each state Medicaid agency on a quarterly basis and report certain price information on a monthly and quarterly basis. The rebates are based on prices reported to CMS by manufacturers for their covered outpatient drugs. For non-innovator products, generally generic drugs marketed under abbreviated NDAs, the rebate amount is 13% of the average manufacturer price, or AMP, for the quarter. The AMP is the weighted average of prices paid to the manufacturer (1) directly by retail community pharmacies and (2) by wholesalers for drugs distributed to retail community pharmacies. For innovator products (i.e., drugs that are marketed under NDAs or BLAs), the rebate amount is the greater of 23.1% of the AMP for the quarter or the difference between such AMP and the best price for that same quarter. The best price is essentially the lowest price available to non-governmental entities after accounting for discounts and rebates. Innovator products may also be subject to an additional rebate that is based on the amount, if any, by which the product’s AMP for a given quarter exceeds the inflation-adjusted baseline AMP, which for most drugs is the AMP for the first full

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quarter after launch. Since 2017, non-innovator products are also subject to an additional rebate. Prior to January 1, 2024, the rebate amount for a drug was capped at 100% of the AMP; however, effective January 1, 2024, this cap was eliminated, which means that a manufacturer could pay a total rebate amount on a unit of the drug that is greater than the average price the manufacturer receives for the drug.

The terms of participation in the Medicaid drug rebate program impose an obligation to correct the prices reported in previous quarters, as may be necessary. Any such corrections could result in additional or lesser rebate liability, depending on the direction of the correction. In addition to retroactive rebates, if a manufacturer were found to have knowingly submitted false information to the government, federal law provides for civil monetary penalties for failing to provide required information, late submission of required information, and false information.

A manufacturer must also participate in a federal program known as the 340B drug pricing program in order for federal funds to be available to pay for the manufacturer’s drug and biological products under Medicaid and Medicare Part B. Under this program, the participating manufacturer agrees to charge certain safety net healthcare providers no more than an established discounted price for its covered outpatient drugs. The formula for determining the discounted price is defined by statute and is based on the AMP and the unit rebate amount as calculated under the Medicaid drug rebate program, discussed above. Manufacturers are required to report pricing information to the Health Resources and Services Administration, or HRSA, on a quarterly basis. HRSA has also issued regulations relating to the calculation of the ceiling price as well as imposition of civil monetary penalties for each instance of knowingly and intentionally overcharging a 340B covered entity.

Federal law also requires that manufacturers report data on a quarterly basis to CMS regarding the pricing of drugs that are separately reimbursable under Medicare Part B. These are generally drugs and biologics, such as injectable products, that are administered incident to a physician service and are not generally self-administered. The pricing information submitted by manufacturers is the basis for reimbursement to physicians and suppliers for drugs covered under Medicare Part B. Under the Inflation Reduction Act of 2022, or IRA, manufacturers are also required to provide quarterly rebates for certain single-source drugs and biologics (including biosimilars) covered under Medicare Part B with prices that increase faster than the rate of inflation. This requirement started on January 1, 2023 for drugs approved on or before December 1, 2020 and begins six quarters after a drug is first marketed for all other drugs. As with the Medicaid drug rebate program, federal law provides for civil monetary penalties for failing to provide required information, late submission of required information, and false information.

Medicare Part D provides prescription drug benefits for seniors and people with disabilities. Medicare Part D enrollees previously had a gap in their annual coverage (between the point of hitting the annual initial coverage limit and the point at which catastrophic coverage began) where Medicare did not cover their prescription drug costs, known as the coverage gap or “donut hole.” However, beginning in 2019, Medicare Part D enrollees paid 25% of brand drug costs after they reached the initial coverage limit—the same percentage they were responsible for before they reached that limit—thereby closing the coverage gap from the enrollee’s point of view. Most of the cost of closing the coverage gap has been borne by innovator companies and the government through subsidies. Each manufacturer of drugs approved under NDAs or BLAs was required to enter into a Medicare Part D coverage gap discount agreement and provide a 70% discount on those drugs dispensed to Medicare Part D enrollees in the coverage gap, in order for its drugs to be reimbursed by Medicare Part D. Beginning in 2025, the IRA eliminated the coverage gap completely under Medicare Part D by significantly lowering the enrollee maximum out-of-pocket cost to $2,000 per year and requiring manufacturers to subsidize, through a newly established manufacturer discount program, 10% of Part D enrollees’ prescription costs for brand drugs above a deductible and below the out-of-pocket maximum, and 20% once the out-of-pocket maximum has been reached. Although these discounts represent a lower percentage of enrollees’ costs than the current discounts required below the out-of-pocket maximum (that is, in the coverage gap phase of Part D coverage), the new manufacturer contribution required above the out-of-pocket maximum could be considerable for very high-cost patients and the total contributions by manufacturers to a Part D enrollee’s drug expenses may exceed those currently provided.

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The IRA also requires manufacturers to provide annual Medicare Part D rebates for single-source drugs and biological products with prices that increase faster than the rate of inflation.

The IRA also allows HHS to directly negotiate the price of a statutorily specified number of drugs and biologics each year that CMS reimburses under Medicare Part B and Part D. Only high-expenditure single-source biologics that have been approved for at least 11 years (7 years for single-source drugs) can qualify for negotiation, with the negotiated price taking effect two years after the selection year. The first round of negotiations for Medicare Part D products began in 2024, with the negotiated price cap (also known the “maximum fair price”) taking effect in 2026. The second round of Part D negotiations began in 2025, with maximum fair prices taking effect in 2027. Negotiations for Medicare Part B products begin in 2026 with the negotiated price taking effect in 2028.

U.S. federal contracting and pricing requirements

Manufacturers are also required to make their covered drugs, which are generally drugs approved under NDAs or BLAs, available to authorized users of the Federal Supply Schedule, or FSS, of the General Services Administration. The law also requires manufacturers to offer deeply discounted FSS contract pricing for purchases of their covered drugs by the Department of Veterans Affairs, the Department of Defense, the Coast Guard, and the Public Health Service (including the Indian Health Service) in order for federal funding to be available for reimbursement or purchase of the manufacturer’s drugs under certain federal programs. FSS pricing to those four federal agencies for covered drugs must be no more than the Federal Ceiling Price, or FCP, which is at least 24% below the Non-Federal Average Manufacturer Price, or Non-FAMP, for the prior year. The Non-FAMP is the average price for covered drugs sold to wholesalers or other middlemen, net of any price reductions.

The accuracy of a manufacturer’s reported Non-FAMPs, FCPs, or FSS contract prices may be audited by the government. Among the remedies available to the government for inaccuracies is recoupment of any overcharges to the four specified federal agencies based on those inaccuracies. If a manufacturer were found to have knowingly reported false prices, in addition to other penalties available to the government, the law provides for significant civil monetary penalties per incorrect item. Finally, manufacturers are required to disclose in FSS contract proposals all commercial pricing that is equal to or less than the proposed FSS pricing, and subsequent to award of an FSS contract, manufacturers are required to monitor certain commercial price reductions and extend commensurate price reductions to the government, under the terms of the FSS contract Price Reductions Clause. Among the remedies available to the government for any failure to properly disclose commercial pricing and/or to extend FSS contract price reductions is recoupment of any FSS overcharges that may result from such omissions.

Healthcare law and regulation

Healthcare providers and third-party payors play a primary role in the recommendation and prescription of pharmaceutical products that are granted marketing approval. Our current and future arrangements with providers, researchers, consultants, third-party payors and customers are subject to broadly applicable federal and state fraud and abuse, anti-kickback, false claims, transparency and patient privacy laws and regulations and other healthcare laws and regulations that may constrain our business and/or financial arrangements. Restrictions under applicable federal and state healthcare laws and regulations are listed below.

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The federal Anti-Kickback Statute, or AKS, prohibits, among other things, persons and entities from knowingly and willfully soliciting, receiving, offering, or paying remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other. A person or entity can be found guilty of violating the AKS without actual knowledge of the statute or specific intent to violate it. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the federal False Claims Act or federal

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civil money penalties statute. Violations of the AKS carry potentially significant civil and criminal penalties, including imprisonment, fines, administrative civil monetary penalties, and exclusion from participation in federal healthcare programs.

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The U.S. federal false claims and civil monetary penalties laws, including the civil False Claims Act and federal civil monetary penalty laws, which, among other things, impose criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim or obligation to pay or transmit money to the federal government, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the False Claims Act. Manufacturers can be held liable under the False Claims Act even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The False Claims Act also permits a private individual acting as a “whistleblower” to bring qui tam actions on behalf of the federal government alleging violations of the False Claims Act and to share in any monetary recovery. When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs.

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The U.S. federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or obtaining by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the pay (e.g., public or private) or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and its implementing regulations, and as amended again by the Omnibus Rule in 2013, which imposes certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information without appropriate authorization by covered entities subject to the Final HIPAA Omnibus Rule, i.e., certain covered health plans, healthcare clearinghouses and healthcare providers, as well as their business associates, those independent contractors or agents of covered entities that perform certain services for or on their behalf involving the use or disclosure of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions.

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The federal transparency requirements known as the federal Physician Payments Sunshine Act, under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively, the ACA, which requires certain manufacturers of approved drugs, devices, biologics and medical supplies to report annually to CMS information related to payments and other transfers of value made by that entity to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician providers such as physician assistants and nurse practitioners and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Failure to submit required information may result in civil monetary penalties for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission.

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Federal government price reporting laws, which will require us to calculate and report complex pricing metrics in an accurate and timely manner to government programs for any approved products in the future.

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Federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers.

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Analogous state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including, but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local laws that require the licensure of sales representatives; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information; state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect; and state laws related to insurance fraud in the case of claims involving private insurers.

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EU, UK and other foreign law equivalents, including reporting requirements detailing interactions with and payments to healthcare providers and data privacy and security laws and regulations that may be more stringent than those in the United States.

Violations of these laws or any future enacted laws can subject us to criminal, civil and administrative sanctions including monetary penalties, damages, fines, disgorgement, individual imprisonment and exclusion from participation in government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we may be required to curtail or restructure our operations. Moreover, we expect that there will continue to be federal and state laws and regulations, proposed and implemented, that could impact our future operations and business.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, the exclusion from participation in federal and state healthcare programs, individual imprisonment, reputational harm, and the curtailment or restructuring of our operations, as well as additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws. Further, defending against any such actions can be costly and time-consuming, and may require significant financial and personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. If any of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs and imprisonment. If any of the above occur, our ability to operate our business and our results of operations could be adversely affected.

Healthcare reform

In the United States, the EU and other foreign jurisdictions, there have been a number of legislative and regulatory changes to the healthcare systems that could affect our future results of operations. In particular, there have

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been and continue to be a number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of healthcare. For example, the ACA, effective since March 2010, is a sweeping law intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new transparency requirements for the healthcare and health insurance industries, impose new taxes and fees on the health industry and impose additional health policy reforms.

Healthcare reforms that have been adopted, and that may be adopted in the future, could result in further reductions in coverage and levels of reimbursement for pharmaceutical products, increases in rebates payable under U.S. government rebate programs and additional downward pressure on pharmaceutical product prices. As discussed above, these initiatives culminated in the enactment of the IRA in August 2022, which allows, among other things, HHS to directly negotiate the selling price of statutorily specified number of drugs and biologics each year that CMS reimburses under Medicare Part B and Part D. Also as discussed above the IRA also penalizes drug manufacturers that increase prices of Medicare Part B and Part D drugs at a rate greater than the rate of inflation. The IRA permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. Manufacturers that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties. The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025. These provisions began taking effect progressively starting in 2023, although they may be subject to legal challenges. For example, permissibility under the U.S. Constitution of the provisions related to the negotiation of selling prices of high-expenditure single-source drugs and biologics has been challenged in multiple lawsuits, including a recent suit that has been accepted for review by the U.S. Supreme Court. Thus, while it is unclear how the IRA will be implemented, it will likely have a significant impact on the pharmaceutical industry.

We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal government will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.

Further, legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical products. We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations will be changed, or what the impact of such changes on the marketing approvals, if any, of our product candidates, may be. In addition, increased scrutiny by the U.S. Congress of the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more stringent product labeling and post-marketing conditions and other requirements.

Individual states in the United States have also become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third-party payors or other restrictions could harm our business, results of operations, financial condition and prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for our products or put pressure on our product pricing, which could negatively affect our business, results of operations, financial condition and prospects.

We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we or our collaborators are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or our collaborators are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability, which would adversely affect our business.

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Employees and human capital resources

As of December 31, 2025, we had 62 employees and 18 consultants providing us directly with services. 38 of our employees and consultants hold M.D. or Ph.D. degrees. 55 of our employees and consultants work in research and development or intellectual property and 25 work in management and administrative areas. We do not employ a significant number of temporary employees. 53 of our employees have a Belgium employment contract, 6 have a Spanish employment contract and 3 have a US employment contract. 33 of our employees are females and 29 are males.

None of our employees is subject to a company-specific collective bargaining agreement or represented by a trade or labor union and we do not have a workers’ council. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining incentivizing and integrating our existing and new employees, advisors and consultants. The principal purpose of our equity incentive plan is to attract, retain, and reward personnel through the granting of stock-based compensation awards, in order to increase shareholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

Facilities

We lease approximately 1,100 square meters of office space in Antwerp, Belgium. This facility serves as our corporate headquarters. Our lease will expire on December 11, 2032. We also lease approximately 40 square meters of office and laboratory space in Galicia, Spain. This facility serves as a secondary office and central laboratory space. Our lease will expire on January 2, 2027. The lease automatically extends by successive one-year periods, unless earlier terminated. We believe that our current facilities are adequate to meet our ongoing needs, and that if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Legal proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any material legal proceedings.

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Management

Board structure

We have a one-tier board structure consisting of a board of directors comprising one executive and five non-executive directors.

Board of directors

Our board of directors consists of six members, comprised of one executive director, whom we consider to be one of our executive officers, and five non-executive directors. Following the closing of this offering, each of our directors will hold office for the term set by our general meeting, except in the case of his or her earlier death, resignation or dismissal. Our directors do not have a retirement age requirement under our articles of association.

The following table sets forth the name, age and position of our executive committee and directors as of the date hereof. Unless otherwise stated, the business address of our members of our executive committee and our directors is c/o AgomAb Therapeutics NV at Posthoflei 1/6, 2600 Antwerpen, Belgium.

Name	Age		Position(s)
Executive Committee:
Tim Knotnerus		43	Chief Executive Officer and Executive Director
Philippe Wiesel		59	Chief Medical Officer
Andrea Sáez		44	Chief Development Officer
Pierre Kemula		52	Chief Financial Officer
Paul van der Horst		38	Chief Business Officer
Ellen Lefever		41	General Counsel
Non-Executive Directors:
David Epstein		64	Chairman of the Board of Directors
Angelika Jahreis(2)		59	Non-Executive Director
Colin Bond(1)(2)		65	Non-Executive Director
Felice Verduyn—van Weegen(1)(2)		39	Non-Executive Director
Ohad Hammer(1)		45	Non-Executive Director

(1) Member of our audit committee

(2) Member of our remuneration, nomination and corporate governance committee

Executive committee

Tim Knotnerus has been our Chief Executive Officer since February 2019 and member of our Board of Directors since March 2021. Prior to AgomAb, Mr. Knotnerus held positions of increasing responsibility at AM-Pharma B.V., most recently as Vice President of Corporate Development from June 2012 to April 2020. Prior to that, Mr. Knotnerus was a Senior Associate at Aescap Venture, a venture capital fund investing in European medical companies, from August 2008 to May 2012. Mr. Knotnerus holds an executive MBA from IMD, where he was named Valedictorian, and earned two Master degree programs from Utrecht University. We believe Mr. Knotnerus is qualified to serve on our board of directors because of his breadth of experience with biotechnology companies and his service as our Chief Executive Officer.

Paul van der Horst has been our Chief Business Officer since May 2021 and was our Chief Financial Officer between May 2024 and November 2024. Prior to joining AgomAb, he was Head of Corporate Development at Galapagos NV (Nasdaq: GLPG), or Galapagos, from April 2019 to April 2021. From March 2016 to March 2019, he was the Director of Business Development at Galapagos and from March 2016 to September 2018 he was the Investor Relations Officer Europe at Galapagos. Earlier in his career, he worked at boutique investment bank, Kempen & Co., in Amsterdam. From January 2020 to April 2021 he was a nonexecutive Board Member of Fibrocor

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Therapeutics (Toronto, Canada). In addition, from April 2021 to January 2023, Dr. van der Horst was an advisor at ImmuneTune in the Netherlands and, since January 2022, was a member, and as of June 2023 became president, of the Supervisory Board of Molecure S.A. in Poland. Dr. van der Horst studied medicine and holds a Ph.D. in Gynaecology from the Erasmus University Medical Centre in Rotterdam, The Netherlands.

Philippe Wiesel has been our Chief Medical Officer since January 2021. Previously, from August 2010 to December 2020, Dr. Wiesel was the Chief Medical Officer at Genkyotex SA, a clinical development company developing treatment for fibrotic disorders in the liver, lung, and kidney, which was acquired by Calliditas Therapeutics AB in 2021. Prior to this role, Dr. Wiesel co-founded Genexion SA, which was focused on developing early-stage clinical assets in partnership with emerging biotechnology companies. Before this, Dr. Wiesel was Medical Director at EMD Serono, Inc., where he was involved with the global development of several biologics. In particular, he led the late-stage clinical development of Raptiva, achieving the first marketing authorization in Europe for a biological therapy targeting psoriasis. Dr. Wiesel received an M.D. in Medicine from Lausanne University Medical School and was a postdoctoral researcher at Harvard University Medical School and the Division of Hypertension at Lausanne University.

Andrea Sáez has been our Chief Development Officer since November 2023 and was previously our Head of Portfolio Development from January 2022 to November 2023. Prior to joining AgomAb she was Chief Operating Officer from July 2021 to January 2022 and Chief Scientific Officer from September 2020 to January 2022 at Origo Biopharma S.L., or Origo, which we acquired in 2021. Prior to joining Origo, Dr. Sáez was a Senior Associate and Associate, respectively, from June 2020 to September 2020 and October 2018 to June 2020 at Asabys Partners, a venture capital firm in Barcelona. From January 2015 to September 2018, Dr. Sáez was the Director of Research and Development at Pangaea Oncology and from May 2012 to January 2015, she was a Scientific and Regulatory Affairs Manager at Asphalion, a leading consultancy firm. Dr. Sáez was a Board Observer at ONA Therapeutics, a Barcelona-based biotechnology company, from May 2019 to June 2020. Dr. Sáez obtained a Ph.D. in Immunology at the Pompeu Fabra University followed by a postdoctoral stay at Vall d’Hebron Hospital where she studied and published on the therapeutic benefit of TGF-β inhibitors in preclinical cancer models.

Ellen Lefever has been our General Counsel since July 2021. She previously served as Deputy General Counsel at Galapagos from April 2019 to June 2021 and as Legal Counsel at Galapagos from May 2014 to April 2019. Prior to this, from September 2007 to April 2014, she worked at corporate law firms Linklaters, Simpson, Thacher & Bartlett and Eubelius, where she focused on M&A and capital markets transactions. Ms. Lefever holds an L.L.M. in Corporate Governance & Practice from Stanford Law School and a master’s degree in law from the University of Leuven. She is qualified to practice in Belgium and New York.

Pierre Kemula, B.Sc. has been our Chief Financial Officer since November 2024. He previously served as the Chief Financial Officer of Nasdaq listed biotech Company, CureVac N.V. from October 2016 to November 2024. Prior to this, Mr. Kemula was Chief Financial Officer of Euronext listed Pixium Vision from May 2014 to September 2016, and Vice President of Corporate Finance, Treasury and Financial Markets, as well as Director of Investor Relations, Vice President of Investor Relations at lpsen from September 2008 to May 2014 and December 2008 to July 2012, respectively. He holds a Bachelor of Science in Management Sciences from the London School of Economics, or LSE, in the United Kingdom.

Non-executive directors

David R. Epstein has been a member of our board of directors since July, 2024. Mr. Epstein currently serves as Chief Executive Officer and Chairman of the Board of Directors of Ottimo Pharma Limited and is the former Chief Executive Officer and Director of Seagen, Inc. (formerly Nasdaq: SGEN), from November 2022 until Seagen’s acquisition by Pfizer Inc. in December 2023. Previously, Mr. Epstein was a consultant and executive partner at Flagship Pioneering from January 2017 until October 2022. Prior to that, Mr. Epstein was Chief Executive Officer for Novartis Pharmaceuticals, a division of Novartis AG (NYSE: NVS). Early in his career, he was an associate in the strategy practice of consulting firm Booz, Allen and Hamilton. He also serves on the board of directors of Tempus AI Inc. (Nasdaq: TEM). since January 2024, and Valo Health, LLC, since September 2019. He has served as a director of a number of biotechnology companies, including OPY Acquisition Corp. I (formerly Nsadaq: OHAA),

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from October 2021 to December 2023, Senti Biosciences, Inc. (Nasdaq: SNTI), from June 2022 to June 2023, Dynamics Special Purpose Corp, Senti’s predecessor, from March 2021 to June 2022, Evelo Biosciences, Inc. from March 2017 to February 2023, Axcella Heath Inc. (formerly Nasdaq: AXLA) (formerly Axcella Therapeutics) from May 2019 to October 2022, Rubius Therapeutics Inc. (formerly Nasdaq: RUBY) from January 2017 to October 2022 and Shape Therapeutics, from May 2024 to April 2025. Mr. Epstein also serves and has served as a director at the non-profit Three Opinions Foundation Inc. and at South Florida’s Pelican Harbor Seabird Station. Mr. Epstein holds a B.S. in Pharmacy from Rutgers University College of Pharmacy and an M.B.A. in Finance and Marketing from Columbia University Graduate School of Business. We believe that Mr. Epstein is qualified to serve on our board of directors because of his extensive experience serving in executive roles in the life sciences industry and leading the development and commercialization of numerous therapeutics.

Angelika Jahreis has been a member of our board of directors since October 2023. Ms. Jahreis has been the Senior Vice President, Global Head Immunology and Clinical Development Excellence at Novartis AG (NYSE: NVS), or Novartis, since January 2022 and the Global Head Development Unit Immunology, Hepatology & Dermatology at Novartis since September 2020. Prior to Novartis, she was the Vice President Rheumatology and Autoimmunity at Gilead Sciences (Nasdaq: GILD), or Gilead, from June 2019 to September 2020. From June 2008 to June 2019, Ms. Jahreis worked at Genentech, Inc. which was acquired by Roche Holdings, most recently as Group Medical Director. Ms. Jahreis earned her M.D. and Ph.D. from the University of Freiburg, Germany and conduced her postdoctoral research at The Scripps Research Institute in La Jolla. We believe Ms. Jahreis is qualified to serve on our board of directors because of her extensive experience with biotechnology companies.

Felice Verduyn—van Weegen has been a member of our board of directors since October 2023. Ms. Verduyn—van Weegen has been a Partner at EQT Life Sciences, or EQT, a healthcare investment company, since July 2022. Ms. Verduyn—van Weegen worked for EQT’s predecessor, LSP Advisory B.V., or LSP, from March 2015 until July 2022. Prior to joining LSP, Ms. Verduyn—van Weegen worked as a consultant at McKinsey & Company in Amsterdam, Netherlands. Prior to McKinsey, Ms. Verduyn—van Weegen was a neuroscientist and statistical geneticist, working with the prestigious complex traits genetics group at the Broad Institute and Harvard Medical School in Cambridge, Massachusetts. Ms. Verduyn—van Weegen serves and has served on several company boards, including Amolyt Pharma, a clinical-stage endocrine company which was sold to AstraZeneca in 2024, from July 2019 to July 2024, and Evommune, Inc. (NYSE: EVMN), a clinical-stage immunology company, since September 2021. Ms. Verduyn—van Weegen holds a MSc degree (cum laude) in Neuroscience from VU University Amsterdam and an MBA degree (with distinction) from Columbia Business School in New York. We believe Ms. Verduyn is qualified to serve on our board of directors because of her extensive experience in healthcare investments and her board service.

Ohad Hammer has been a member of our board of directors since April 2019. Mr. Hammer has been a Partner at Pontifax Venture Capital, or Pontifax, since January 2013. He also serves on the board of several of Pontifax’ portfolio companies including Step Pharma SAS since March 2021 and ADCendo ApS since April 2023. Mr. Hammer obtained his MSc in Biology from Tel-Aviv University. We believe Mr. Hammer is qualified to serve on our board of directors because of his experience in venture investments and service on numerous boards of directors of biotechnology companies.

Colin Bond has been a member of our board of directors since November 2024. Mr. Bond served as Chief Financial Officer at Sandoz, where he successfully led the spin-out of the company from Novartis. Previously, he was Chief Financial Officer at Vifor Pharma where he was instrumental in the separation of Galenica from Vifor Pharma onto the Swiss Exchange in 2017. During his career, he also served as Chief Financial Officer of Evotec and worked as a pharmacist, auditor and management consultant. Mr. Bond also has extensive Board experience and serves and has served as Audit Committee Chair at Siegfried Holding AG (SWX: SFZN), from April 2013 to April 2023 , BioPharma Credit PLC (BOPCF), since November 2016, Faron Pharmaceuticals Ltd. (LON: FARN), since March 2025, Oxford Biomedica PLC (OXBDF), since January 2025 and Formycon AG (ETR: FYB). In addition, he is currently on the Boards of Faron Pharmaceuticals Ltd., since March 2025, Medichem S.A., since February 2025, Formycon AG, since October 2024 and OneSource Specialty Pharma Ltd. (NSE: ONESOURCE), since June 2025. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Royal

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Pharmaceutical Society of Great Britain. Mr. Bond holds an MBA from London Business School. We believe that Mr. Bond is qualified to serve on our board of directors because of his extensive experience serving in executive and board roles in the life sciences industry.

Family relationships

There are no family relationships among any of the members of our executive committee or directors.

Corporate governance practices

We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with Nasdaq listing requirements, we may rely on home country governance requirements and certain exemptions thereunder rather than relying on, and complying with, Nasdaq corporate governance standards. While we expect to voluntarily follow most Nasdaq corporate governance rules, we may choose to take advantage of the following limited exemptions:

•

exemption from filing quarterly reports on Form 10-Q containing unaudited financial and other specified information or current reports on Form 8-K upon the occurrence of specified significant events;

•

exemption from the Nasdaq requirement necessitating disclosure of any waivers of the Code of Business Conduct and Ethics for directors and executive officers;

•

exemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of share option plans;

•

exemption from the requirement that our audit committee have review and oversight responsibilities over all “related party transactions,” as defined in Item 7.B of Form 20-F;

•

exemption from the requirement that our board have a remuneration committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

exemption from the requirement to have independent director oversight of director nominations.

The Listing Rules of Nasdaq include certain accommodations in relation to the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq. The application of such exceptions requires that we disclose each instance of noncompliance with Nasdaq Listing Rules that we do not follow and describe the Belgian corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. If and when the ADSs are listed on Nasdaq, we intend to continue to follow Belgian corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:

•

Quorum at shareholder meetings. Nasdaq Listing Rule 5620(c) requires that for any meeting of shareholders, the quorum must be no less than 33 1/3% of the outstanding common shares. There is no general quorum requirement under Belgian law or our articles of association for our shareholders’ meetings, except as provided for by law in relation to decisions regarding certain matters. See “Description of Share Capital and Articles of Association—Description of the rights and benefits attached to our shares—Quorum and majority requirements.”

•

Independent director majority on board/meetings. Nasdaq Listing Rules 5605(b)(1) and (2) require that a majority of the board of directors must be comprised of independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present. We are not required under Belgian law to have any independent directors on our board of directors.

•

Director Nominations/Remuneration and Nomination Committee Composition. Nasdaq Listing Rule 5605(d)(2) requires that compensation of officers must be determined by, or recommended to, the board of directors for determination, either by a majority of the independent directors, or a remuneration committee comprised solely of independent directors. Nasdaq Listing Rule 5605(e) requires that director nominees be selected, or recommended for selection, either by a majority of the independent directors or a nominations committee comprised solely of independent directors. Under Belgian law, we are not subject to any such requirements. In particular, we are not required by Belgian law to set up any compensation or nominations committees within

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our board of directors, and are therefore not subject to any Belgian legal requirements as to the composition of such committees either. However, our articles of association provide that our board of directors may set up one or more advisory committees from among its members. See “Management—Committees of our board of directors.” Upon completion of this offering, our board of directors will have two standing committees: an audit committee and a remuneration, nomination and corporate governance committee.

•

Shareholder approval for certain issuances of securities. Nasdaq Listing Rule 5635 requires that a company obtain shareholder approval prior to making certain issuances of securities (including the issuance of shares in connection with (i) the acquisition of the stock or assets of another company, or (ii) equity-based compensation of officers, directors, employees or consultants of the Company). Pursuant to the Belgian Companies and Associations Code and subject to the conditions set forth therein and in our articles of association, our board of directors will be allowed to increase the share capital of the Company in one or several times, and to issue new shares or ADSs through the use of authorized capital limited to the maximum amount of our share capital. The authorized capital mandate will be limited in time and can be renewed and conditioned by the shareholders’ meeting. The authorized capital may however not be used for (i) capital increases by contribution in kind exclusively reserved for one of our shareholders holding shares to which more than 10% of the voting rights are attached, (ii) the issuance of shares with multiple voting rights, (iii) the issuance of a new class of securities, or (iv) the issuance of subscription rights intended mainly for one or more specified persons other than our or our subsidiaries’ personnel.

Composition of our board of directors

Our board of directors is currently composed of one executive director (who is our Chief Executive Officer) and five non-executive directors. Our board of directors has determined that no director other than Mr. Knotnerus has a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

Each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. See “Description of Share Capital and Articles of Association.”

Committees of our board of directors

Upon completion of this offering, our board of directors will have two standing committees: an audit committee and a remuneration, nomination and corporate governance committee, each of which will operate pursuant to a charter adopted by our board of directors. Each committee will be governed by a charter that will be posted on our website prior to the listing of the ADSs on Nasdaq. We believe that the composition and functioning of all of our committees will comply with the applicable requirements of Nasdaq, the SOX act and SEC rules and regulations that will be applicable to us. We intend to comply with future requirements to the extent they become applicable to us.

Audit committee

The audit committee is expected to consist of Colin Bond, Ohad Hammer and Felice Verduyn-van Weegen. Colin Bond will serve as chairperson of the audit committee. Our board of directors has determined that each member of the audit committee satisfies the “independence” requirements set forth in Rule 10A-3 under the Exchange Act and qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.

The audit committee will be responsible for, among other things:

•

monitoring the preparation of accounting and financial information and, where appropriate, formulating recommendations in this respect to ensure its accuracy;

•

reviewing the effectiveness of the internal control and risk management systems;

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•

assisting the board of directors in ensuring proper oversight of the preparation of the annual financial statements and audit of financial statements by the statutory auditors; and

•

appointment, compensation, retention and oversight of the work of, and ensuring the independence of, the statutory auditors; and

•

monitoring compliance with the adopted related person transaction policy referred to below in the section “Related party transaction policy”, and, as the case may be, approve certain related person transactions in accordance with the aforementioned policy.

The audit committee will be responsible for approving:

•

non-audit services provided by the statutory auditors (including the permitted level of fees); and

•

all budgets for statutory audits and other engagements provided by the statutory auditors.

The audit committee will further control the services provided by the auditors in relation to what is permitted by law or regulation.

The audit committee will be responsible for formulating recommendations regarding the proposal for the appointment of the statutory auditor to be submitted for shareholder approval and the renewal of their term.

Within this context, the audit committee will be able to examine our annual financial statements in the form that they are presented to the Board, hear the opinions of the statutory auditors and the finance director and receive communications in relation to their analysis work and their conclusions.

Remuneration, nomination and corporate governance committee

The remuneration, nomination and corporate governance committee is expected to consist of Angelika Jahreis, Colin Bond and Felice Verduyn-van Weegen. Felice Verduyn-van Weegen will serve as chairperson of the remuneration, nomination and corporate governance committee. Under SEC and Nasdaq rules, there are heightened independence standards for members of a remuneration committee, including a prohibition against the receipt of any compensation from us other than standard director fees.

The remuneration, nomination and corporate governance committee will be responsible for, among other things:

•

assisting our board of directors in determining remuneration for our directors and members of our executive committee;

•

identifying individuals qualified to become our directors or members of our executive committee consistent with criteria established by us;

•

reviewing the composition of the board of directors and the executive management to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

•

reviewing and establishing our overall remuneration philosophy and policy;

•

overseeing and administering our remuneration and similar plans;

•

overseeing the evaluation of our board of directors and the executive management; and

•

developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines.

Rules on insider trading

We have adopted, subject to and effective upon the effectiveness of the registration statement of which this prospectus forms a part, an internal code on inside dealing and Rule 10b5-1 trading plans by our directors, officers and employees.

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Code of business conduct and ethics

We have adopted a written code of business conduct and ethics, or code of conduct, which outlines the principles of legal and ethical business conduct under which we do business. The code of conduct applies to all of our directors, officers and employees. Upon the closing of this offering, the full text of the code of conduct will be available on our website at www.agomab.com. The information and other content appearing on our website are not part of this prospectus.

Compensation of members of our executive committee and directors

Each of the members of our executive committee has entered into an employment agreement with us. The aggregate compensation, including benefits in kind, accrued or paid to the current members of our executive committee with respect to the year ended December 31, 2025, was €3.1 million. Equity-based compensation of the members of our executive committee at December 31, 2025 included warrants to purchase an aggregate of 117,378 ESOP common shares with an exercise price of €0.01, 13,681 ESOP common shares with an exercise price of €21.25, 22,463 ESOP common shares with an exercise price of €52.13, 320 ESOP common shares with an exercise price of €52.93, 10,819 ESOP common shares with an exercise price of €59.95 and 6,503 ESOP common shares with an exercise price of €64.40, in each case expiring ten years after the date of issuance. As of December 31, 2025, we have made pension contributions of €26,266 to defined contribution pension plans for the benefit of the current members of our executive committee.

Our Remuneration Committee recommends the level of remuneration for directors. These recommendations are subject to approval by our board of directors and, subsequently, by our shareholders at the annual general meeting. The aggregate compensation, including benefits in kind, accrued or paid to our independent directors with respect to the year ended December 31, 2025 for services in all capacities was €62,681. Equity-based compensation of our independent directors at December 31, 2025 included warrants to purchase an aggregate of 35,692 ESOP common shares with an exercise price of €52.93, 4,363 ESOP common shares with an exercise price of €58.52 and 4,450 ESOP common shares with an exercise price of €59.95, in each case expiring ten years after the date of issuance. In addition, on November 19, 2025 warrants to purchase 12,549 ESOP common shares with an exercise price of €99.17 were offered to independent directors, subject to acceptances.

As a foreign private issuer, in accordance with Nasdaq listing requirements, we will comply with home country compensation requirements and certain exemptions thereunder rather than complying with Nasdaq compensation requirements. Belgian law does not provide for limitations with respect to the aggregate annual compensation paid to our directors or members of our executive committee. These compensation packages may consist of a mix of fixed and variable compensation components, including base salary, short-term incentives, long-term incentives, fringe benefits, severance pay and pension arrangements, as determined by our board of directors. Our executive director may not participate in the discussions or decision-making regarding his remuneration. A proposal with respect to remuneration schemes in the form of shares or rights to shares in which directors may participate is subject to approval by our general meeting by simple majority of votes cast.

Equity incentive plans

Employee stock option warrant plans

We have established a number of warrant plans (which we also refer to as ESOP plans), under which we have granted warrants free of charge to the recipients, i.e., employees, key managers, directors and/or outside consultants and advisors of our company and our subsidiaries. At least seventy-five percent of the warrants offered to the recipients vest according to the following schedule: 25% vest at the first anniversary of the grant; the remaining 75% vest on a monthly basis over a period of thirty-six months. Pursuant to the provisions of the warrant plans issued from 2019 until (and including) 2023, all warrants granted under these plans will become immediately exercisable immediately prior to this offering. Pursuant to the provisions of the warrant plans issued in 2024, 50% of warrants granted under these plans will become immediately exercisable immediately prior to this offering and the remaining 50% will continue to vest and become exercisable in accordance with the schedule set out above.

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Under Belgian tax law, warrants offered as equity compensation awards are required to be offered for a 60 day period and are deemed to be granted as of the date the award offers are accepted by the applicable recipients thereof.

In connection with this offering, on January 15, 2026, our shareholders approved the adoption of the 2026 Global Stock Option Plan, or the 2026 Plan, to be effective upon the closing of this offering. The purpose of the 2026 Plan will seek to motivate and inspire loyalty and provide the opportunity to managers, employees, directors, outside consultants and advisors to become shareholders of the Company.

Administration and Eligibility. Our and our subsidiaries’ managers, employees, directors, outside consultants and advisors, referred to as beneficiaries, are eligible to be granted awards under the 2026 Plan. The 2026 Plan will be administered by our board of directors. Our board of directors has the authority to determine which beneficiaries receive awards, grant awards, and set the terms and conditions.

Shares Available for Awards. Awards may be made under the 2026 Plan in an aggregate amount of up to five per cent (5%) of the total number of outstanding shares of the Company (on a fully diluted basis) immediately after the completion and settlement of the capital increase in cash in the framework of this offering, including any exercise of the over-allotment option, rounded down to the nearest whole number. If an award under the 2026 Plan is refused, it shall be deemed never to have been granted and such refused awards shall be available for new grants under the 2026 Plan.

Awards. The 2026 Plan provides for the grant of warrants. All awards under the 2026 Plan will be set forth in offer letters and, if applicable, warrant agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms.

Termination of Employment. Our board of directors may determine how a participant’s termination of service, for any reason, affects an award and the extent to which, and the period during which, the participant and others may exercise rights under the award, if applicable. If a participant’s employment is terminated in circumstances involving dismissal or termination by reason of fraud, dishonesty or gross misconduct/negligence, all awards, whether or not they are vested, will automatically be cancelled or expire immediately upon such termination, and the participant will be prohibited from exercising his or her warrants from and after the time of such termination.

Corporate Transactions. In connection with certain corporate transactions and events affecting our common shares, including a liquidity event (being a change of control, liquidation and dissolution of the Company, or the sale by the Company and/or any of its subsidiaries of all or substantially all of its undertaking and assets), unless determined otherwise by our board of directors, all warrants will immediately vest and will be immediately exercisable during an exercise period determined by our board of directors.

Plan Amendment and Termination. Our board of directors may amend or terminate the 2026 Plan at any time; however, no amendment may materially and adversely affect an award outstanding under the 2026 Plan without taking into account the beneficiaries’ rights, and any modification will be enforceable against the beneficiaries five calendar days after notification in writing to the beneficiaries. The 2026 Plan will remain in effect for a definite period of ten years as of January 15, 2026.

Transferability. Awards under the 2026 Plan are generally non-transferrable, except by will or the laws of descent and distribution, in connection with obligations to transfer resulting from the Company’s articles of association (if any), or if the beneficiary is a management company, such management company may transfer the warrants to its manager or to any company in which it holds a controlling interest at any moment in time. The warrants cannot be pledged, nor made subject to any security right or collateral whatsoever, and warrants which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of these terms will not be exercisable.

The table below sets forth the details of all warrants granted under the warrant plans in force as of December 31, 2025, including the plan under which the warrants were granted, the offer date, exercise price, expiry date,

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number of warrants exercised, and number of warrants outstanding. Unless otherwise decided by the Board and in the absence of an initial public offering or liquidity event, vested warrants may be exercised from the commencement (January 1) of the fourth calendar year following the calendar year in which the warrants were offered during two exercise windows per year, until the tenth anniversary of the issuance date of the warrants.

Warrant Plan	Offer date	Exercise price (€)			Number of warrants granted		Number of warrants exercised		Number of warrants still outstanding		Expiration date
Employee Stock Option Plan, dated March 2019	April 2019		€	21.25		7,971		—		7,971		03/14/2029
	January 2021		€	21.25		1,752		—		1,627		03/14/2029
Employee Stock Option Plan, dated September 2019	October 2019		€	21.25		5,933		—		5,933		10/09/2029
	January 2021		€	21.25		1,304		—		1,292		10/09/2029
Employee Stock Option Plan, dated March 2020	May 2020		€	21.25		4,546		—		4,546		04/17/2030
	January 2021		€	21.25		997		—		997		04/17/2030
Employee Stock Option Plan, dated October 2020	January 2021		€	21.25		11,082		—		10,620		10/30/2030
Global Stock Option Plan, dated March 2021	June 2021		€	0.01–52.13		33,519		—		33,242		03/05/2031
	July 2021		€	0.01–52.13		16,162		—		13,746		03/05/2031
	December 2021		€	52.13		1,406		—		1,406		03/05/2031
	March 2022		€	52.13		11,209		—		8,944		03/05/2031
2022 Global Stock Option Plan, dated June 2022	July 2022		€	55.66		1,695		—		423		06/28/2032
	September 2022		€	0.01–52.13		18,847		—		16,689		06/28/2032
	November 2022		€	0.01		1,300		—		1,300		06/28/2032
	February 2023		€	0.01–52.13		1,982		—		1,928		06/28/2032
	June 2023		€	0.01–52.13		1,472		—		1,136		06/28/2032
2023 Global Stock Option Plan, dated October 2023	January 2024		€	0.01–58.52		58,541		—		51,267		10/10/2033
2024 Global Stock Option Plan, dated July 2024	July 2024		€	0.01–52.93		40,592		—		40,100		07/08/2034
	August 2024		€	52.13		75		—		0		07/08/2034
	September 2024		€	52.13–52.93		14,852		—		14,852		07/08/2034
2024(B) Global Stock Option Plan, dated November 2024	November 2024		€	0.01–64.40		58,065		—		57,990		11/04/2034
	October 2025		€	0.01		9,709		—		9,709		11/04/2034
	November 2025		€	99.17		1,000		—		1,000		11/04/2034
Grand Total						304,011		—		286,718

Aside from the warrants set forth in the table above, and as otherwise described in this registration statement of which this prospectus forms a part, there are currently no other stock options, options to purchase securities, convertible securities or other rights to subscribe for or purchase outstanding securities. The table above does not include November 2025 offers, which remain subject to acceptance by the recipients as of December 31, 2025.

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Clawback policy

We have adopted, subject to and effective upon the effectiveness of the registration statement of which this prospectus forms a part, a clawback policy consistent with Nasdaq listing standards and Rule 10D-1 of the Exchange Act, which requires U.S. national securities exchanges to adopt listing standards for the recovery of erroneously awarded remuneration under certain circumstances.

Insurance and indemnification

We maintain customary director and officer insurance that covers potential liability of the directors, officers and certain agents of the Company and its subsidiaries.

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RELATED PARTY TRANSACTIONS

Within this section, we have calculated the euro amounts using the historical exchange rate as of the date of each transaction. Other than compensation arrangements described in “Management” elsewhere in this prospectus, since January 1, 2022, we have engaged in the following transactions with our members of our executive committee, directors or holders of more than 5% of our share capital, including their affiliates, which we refer to as our related parties. The share and per share numbers set forth below under this “Related party transactions” section do not give effect to the conversion of all of our outstanding preferred shares into common shares and the issuance of common shares to argenx BV upon conversion of the profit sharing certificate, each of which will occur immediately prior to the consummation of this offering.

Preferred share financings

Series B Extension preferred financing

In June 2022, we issued and sold 184,086 Series B preferred shares, at a purchase price of €208.50 per share for an aggregate amount of €38.4 million, to certain investors pursuant to an amendment to the initial Series B share subscription agreement of March 2021 among us and the investors party thereto.

Each of the following parties was also issued ten anti-dilution warrants in connection with its purchase, which, in the event the Company issues shares with an exercise price lower than the subscription price which such investors paid for the shares, allows the holder to exercise one warrant immediately prior to such dilutive issue for an amount of Series B Preferred shares in function of the number of shares to be issued in the dilutive issue, the issue price of the shares to be issued in the dilutive issue, and the number of Series B Preferred shares held by the holder prior to the dilutive issue. The exercise price of the anti-dilution warrants is one euro. This offering does not constitute a dilutive event pursuant to the Company’s articles for purposes of the anti-dilution warrants and upon completion of this offering, the anti-dilution warrants will expire.

The following table summarizes purchases of our Series B Extension preferred shares and anti-dilution warrants by related parties:

Name	June 2022		Aggregate purchase price paid
Biodiscovery 5 FPCI(1)		11,990		€	2,499,969.34
Entities affiliated with Cormorant Asset Management(2)		8,345		€	1,739,970.32
Pfizer Inc.(3)		95,921		€	19,999,963.20
Entities affiliated with Pontifax(4)		10,935		€	2,279,997.06
Redmile Biopharma Investments III, L.P.(5)		9,832		€	2,050,016.56
Entities affiliated with Omnes Capital(6)		5,084		€	1,060,037.04

(1) Biodiscovery 5 FPCI (Andera Partners), or Andera, held more than 5% of our voting securities.

(2) Entities affiliated with Cormorant Asset Management, or Cormorant, collectively hold more than 5% of our voting securities.

(3) Pfizer Inc., or Pfizer, holds more than 5% of our voting securities.

(4) Entities affiliated with Pontifax collectively hold more than 5% of our voting securities. Ohad Hammer is a partner at Pontifax and is a member of our board of directors.

(5) Redmile Biopharma Investments III, L.P., or Redmile, holds more than 5% of our voting securities. Redmile Group, LLC is an investment manager of Redmile and Ming Fang is a managing director at Redmile Group, LLC and served as a member of our board of directors.

(6) Entities affiliated with Omnes Capital collectively held more than 5% of our voting securities.

Series C preferred financing

In October 2023, we issued and sold 455,004 Series C preferred shares, at a price of €208.50, for an aggregate amount of approximately €94.9 million to certain investors pursuant to a share subscription agreement among us and the investors party thereto.

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Each of the following parties was also issued ten anti-dilution warrants in connection with its purchase, which, in the event the Company issues shares with an exercise price lower than the subscription price which such investors paid for the shares, allows the holder to exercise one warrant immediately prior to such dilutive issue for an amount of Series C Preferred shares in function of the number of shares to be issued in the dilutive issue, the issue price of the shares to be issued in the dilutive issue, and the number of Series C Preferred shares held by the holder prior to the dilutive issue. The exercise price of the anti-dilution warrants is one euro. This offering does not constitute a dilutive event pursuant to the Company’s articles for purposes of the anti-dilution warrants and upon completion of this offering, the anti-dilution warrants will expire.

The following table summarizes purchases of our Series C preferred shares and anti-dilution warrants by related parties:

Name	October 2023		Aggregate purchase price paid
Biodiscovery 5 FPCI(1)		7,194		€	1,499,981.61
Canaan XII L.P.(2)		73,000		€	15,220,830.83
Entities affiliated with Cormorant Asset Management(3)		11,510		€	2,399,887.18
Entities affiliated with Fidelity Management & Research Company(4)		123,500		€	25,750,309.69
LSP 7 Coöperatief U.A.(5)		143,881		€	29,999,840.56
Entities affiliated with Pontifax(6)		15,347		€	3,199,919.06
Redmile Biopharma Investments III, L.P.(7)		13,428		€	2,799,798.86
AFB Seed Fund I(8)		7,194		€	1,499,981.61

(1) Andera held more than 5% of our voting securities.

(2) Canaan XII L.P. holds more than 5% of our voting securities.

(3) Entities affiliated with Cormorant Asset Management collectively hold more than 5% of our voting securities.

(4) Entities affiliated with Fidelity Management & Research Company collectively hold more than 5% of our voting securities.

(5) LSP 7 Coöperatief U.A holds more than 5% of our voting securities. LSP 7 Coöperatief U.A is affiliated with EQT Life Sciences and Felice Verduyn —van Weegen is a partner in the EQT Life Science team and is a member of our board of directors.

(6) Entities affiliated with Pontifax collectively hold more than 5% of our voting securities. Ohad Hammer is a partner at Pontifax and is a member of our board of directors.

(7) Redmile holds more than 5% of our voting securities. Redmile Group, LLC is an investment manager of Redmile and Ming Fang is a managing director at Redmile Group, LLC and served as a member of our board of directors.

(8) AFB Seed Fund I held more than 5% of our voting securities.

Series D preferred financing

In November 2024, we issued and sold 342,206 Series D preferred shares, at a price of €239.78, for an aggregate amount of approximately €82.1 million to certain investors pursuant to a share subscription agreement among us and the investors party thereto.

Each of the following parties was also issued ten anti-dilution warrants in connection with its purchase, which, in the event the Company issues shares with an exercise price lower than the subscription price which such investors paid for the shares, allows the holder to exercise one warrant immediately prior to such dilutive issue for an amount of Series D Preferred shares in the function of the number of shares to be issued in the dilutive issue, the issue price of the shares to be issued in the dilutive issue, and the number of Series D Preferred shares held by the holder prior to the dilutive issue. The exercise price of the anti-dilution warrants is one euro. This offering does not constitute a dilutive event pursuant to the Company’s articles for purposes of the anti-dilution warrants and upon completion of this offering, the anti-dilution warrants will expire.

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The following table summarizes purchases of our Series D preferred shares and anti-dilution warrants by related parties:

Name	November 2024		Aggregate purchase price paid
Canaan XII L.P.(1)		19,008		€	4,557,742.26
Entities affiliated with Cormorant Asset Management(2)		12,511		€	2,999,890.23
Entities affiliated with Fidelity Management & Research Company(3)		34,273		€	8,217,987.20
LSP 7 Coöperatief U.A.(4)		41,704		€	9,999,793.95
Entities affiliated with Pontifax(5)		8,340		€	1,999,766.97
Sanofi Foreign Participations B.V.(6)		125,114		€	29,999,861.41
Biodiscovery 5 FPCI(7)		4,170		€	999,883.48

(1) Canaan XII L.P. holds more than 5% of our voting securities.

(2) Entities affiliated with Cormorant Asset Management collectively hold more than 5% of our voting securities.

(3) Entities affiliated with Fidelity Management & Research Company collectively hold more than 5% of our voting securities.

(4) LSP 7 Coöperatief U.A holds more than 5% of our voting securities. LSP 7 Coöperatief U.A is affiliated with EQT Life Sciences and Felice Verduyn —van Weegen is a partner in the EQT Life Science team and is a member of our board of directors.

(5) Entities affiliated with Pontifax collectively hold more than 5% of our voting securities. Ohad Hammer is a partner at Pontifax and is a member of our board of directors.

(6) Sanofi Foreign Participations B.V., or Sanofi, holds more than 5% of our voting securities.

(7) Andera held more than 5% of our voting securities.

Series A anti-dilution warrants

In July 2024, we re-issued anti-dilution warrants to each of the investors in the Series A preferred shares due to a contractual obligation to replace such warrants which were expiring in 2024. Each of the following parties was issued five Series A anti-dilution warrants, which, in the event the Company issues shares with an exercise price lower than the subscription price which such investors paid for the shares, allows the holder to exercise one warrant immediately prior to such dilutive issue for an amount of Series A Preferred shares in the function of the number of shares to be issued in the dilutive issue, the issue price of the shares to be issued in the dilutive issue, and the number of Series A Preferred shares held by the holder prior to the dilutive issue. The exercise price of the anti-dilution warrants is one euro. This offering does not constitute a dilutive event pursuant to the Company’s articles for purposes of the anti-dilution warrants and upon completion of this offering, the anti-dilution warrants will expire.

The following shareholders who currently hold, or at the time of issuance held, more than 5% of our voting securities were issued these new Series A anti-dilution warrants: Boehringer Ingelheim Venture Fund GmbH, Biodiscovery 5 FPCI (Andera), and entities affiliated with Pontifax (with each such entity receiving five Series A anti-dilution warrants for a total of 20 Series A anti-dilution warrants).

Agreements with shareholders

In connection with our Series D preferred financing, in November 2024, we entered into the fourth amended and restated shareholders’ agreement with our shareholders, which contains registration rights, information rights and rights of first refusal, among other rights. This shareholders’ agreement will terminate immediately prior to the consummation of this offering, except for the confidentiality provisions and registration rights granted thereunder.

Pursuant to the fourth amended and restated shareholders’ agreement, we have granted certain registration rights to certain of our shareholders. Set forth below is a description of the registration rights granted under the agreement.

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Demand Registration Rights — Form F-1 Demand. Upon the completion of this offering, holders of at least 30% of (i) any common shares issued or issuable upon conversion of the preferred shares, (ii) any common shares issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any preferred shares, and (iii) any other common shares owned or hereafter acquired by certain institutional shareholders, or collectively, the Registrable Securities, can request we file a Form F-1 registration statement after the earlier of (i) five years after this shareholders’ agreement date or (ii) 180 days after an initial public offering registration statement becomes effective. The request must cover at least 25% of outstanding Registrable Securities (or a lesser percentage if the anticipated aggregate offering price exceeds $10 million net of selling expenses). Registrable Securities exclude securities that are (a) sold by a person in a transaction in which the registration rights are not assigned in accordance with the shareholders’ agreement, (b) sold in a registered public offering under the Securities Act or (c) sold pursuant to Rule 144 promulgated under the Securities Act. We must provide notice to all holders within 10 days of receiving the demand request. We must file the F-1 registration statement as soon as practicable, and in any event within 60 days of the initial request. Holders that do not initially participate, have 20 days from the notice date to request inclusion of their Registered Securities.

Demand Registration Rights — Form F-3 Demand. Upon the completion of this offering, when we are Form F-3 eligible, holders of at least 20% of the Registrable Securities then outstanding can request we file a Form F-3 registration statement for securities with an anticipated aggregate offering price, net of selling expenses, of at least $5 million. We must provide all holders notice within 10 days after the date of the demand request. We must file the F-3 registration statement as soon as possible, and in any event within 45 days of the initial request. Holders that do not initially participate, have 20 days from the notice date to request inclusion of their Registered Securities.

Company’s Right to Defer. We may defer filing a registration statement for up to 45 days if the chief executive officer certifies that (in the good faith judgment of the Board) filing would be materially detrimental for us and our shareholders because it would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of confidential material information; or (iii) prevent compliance with Securities Act or Exchange Act requirements. This right may only be invoked once in an 12 month period and we cannot register any securities under our own account or other shareholders during the 45 day deferral period, except for (a) a registration relating to the sale of securities to our employees pursuant to a stock option or similar plan, (b) a registration relating to a Rule 145 transaction or (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities.

Limitation on Company’s Obligations. We are not obligated to effect Form F-1 registration: (i) during the 30 day period before and 90 day period after (180 days for an initial public offering) a Company-initiated registration; (ii) after completing two Form F-1 registrations; or (iii) if the securities could be immediately registered on Form F-3. We are not obligated to effect Form F-3 registration: (i) during the 30 day period before and 90 day period after a Company-initiated registration; or (ii) if two Form F-3 registrations have been completed in the preceding 12 months. A registration is only counted as “effected” when the SEC declares the registration statement effective, unless the initiating holders withdraw their request, elect not to pay expenses, and forfeit their right to one demand registration. However, if withdrawal occurs during a Company deferral period, the registration will not count as “effected.”

Piggyback Registration Rights. If we register any of our securities either for our own account or for the account of other security holders, the holders of our common shares, including those issuable upon the conversion of our preferred shares, are entitled to include their shares in the registration. Subject to certain exceptions contained in this shareholders’ agreement, we may limit the number of shares included in the underwritten offering if we determine in good faith, based on consultation with the underwriters, that marketing factors require a limitation of the number of securities to be underwritten.

Indemnification. Our shareholders’ agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify holders of Registrable Securities in the event of material misstatements or

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omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Expenses of Registration Rights. Subject to certain exceptions, we will bear all registration expenses. Each holder, however, shall bear its proportionate share of all of the underwriting discounts and selling commissions applicable to the sale of registrable securities or other amounts payable to underwriter(s) or brokers in connection with such offering by the holders.

Termination of Registration Rights. The registration rights will terminate upon the earliest of one of the following three events: (1) a liquidity event, such as payment of dividends or a share buy-back, a bankruptcy or similar liquidation or dissolution, an asset sale or any merger or consolidation or acquisition of the Company; (2) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such holder’s shares without limitation (including without observance of the manner of sale, volume limitation and notice provisions of Rule 144) during a three month period without registration; and (3) the third anniversary of an initial public offering.

Origo earn-out payment

In April 2025, we paid a milestone consideration of €3 million in total to the former shareholders and ESOP holders of Origo Biopharma, S.L., in accordance with the terms of the amended acquisition agreement. One beneficiary is currently a member of our executive committee; however, the earn-out terms were not linked to employment. The payment to this beneficiary was made on the same terms and conditions as those applicable to the other former Origo shareholders.

Management rights and side letters

In connection with the initial issuance and sale of our preferred shares, we entered into management rights and side letters with certain purchasers of our preferred shares, including holders of more than 5% of our share capital and entities with which certain of our directors or officers are affiliated, pursuant to which such entities were granted certain management rights, among other things, including the right to consult with and advise our management on significant business issues, review our operating plans, examine our books and records and inspect our facilities. These letters will terminate upon completion of this offering.

Agreements with our executive committee and directors

We have entered into employment agreements with certain of our directors and members of our executive committee. These employment agreements contain customary provisions and representations, including confidentiality, non-competition and non-solicitation undertakings by the directors and members of our executive committee. The enforceability of the non-competition provisions may be limited under applicable law.

Insurance and indemnification

We maintain customary director and officer insurance that covers potential liability of the directors, officers and certain agents of the Company and its subsidiaries.

Related party transactions policy

We have adopted a related person transaction policy. Under this policy, related person transactions (as defined by the policy) must be reviewed by, and will be subject to, the approval or ratification of, our audit committee.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common shares as of December 31, 2025, after giving effect to the conversion of all of our outstanding preferred shares into an aggregate of 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon conversion of the profit sharing certificate, each of which will occur immediately prior to the consummation of this offering, for:

•

each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding common shares;

•

each of our directors and members of our executive committee; and

•

all of our directors and members of our executive committee as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include common shares that the person has the right to acquire within 60 days of December 31, 2025. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares held by that person.

The percentage of shares beneficially owned before the offering is computed on the basis of 1,673,391 common shares outstanding as of December 31, 2025, after giving effect to the conversion of all outstanding preferred shares into an aggregate of 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon the conversion of the profit sharing certificate, each of which will occur immediately prior to the consummation of this offering. The percentage of shares beneficially owned after the offering is based on the number of our common shares outstanding before this offering, and includes the common shares represented by ADSs to be issued in connection with this offering, assuming no exercise of the underwriters’ option to purchase additional ADSs from us.

Common shares that a person has the right to acquire within 60 days of December 31, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all board members and members of our executive committee as a group.

As of December 31, 2025, after giving effect to the conversion of all of our outstanding preferred shares into an aggregate of 1,553,522 common shares and the issuance of 94,869 common shares to argenx BV upon the conversion of the profit sharing certificate, each of which will occur immediately prior to the consummation of this offering, common shares, representing 40% of our issued and outstanding common shares, were held by fifteen U.S. shareholders of record.

Except as otherwise indicated in the table below, addresses of the directors, members of our executive committee and named beneficial owners are c/o AgomAb Therapeutics NV at Posthoflei 1/6, 2600 Antwerpen, Belgium.

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	Before offering				After offering
Name of beneficial owner	Number of common shares beneficially owned		Percentage of common shares beneficially owned		Number of common shares beneficially owned	Percentage of common shares beneficially owned
5% or Greater Shareholders:
LSP 7 Coöperatief U.A.(1)		185,585		11.09%
Entities affiliated with Fidelity Management & Research Company(2)		157,773		9.43%
Entities affiliated with Pontifax(3)		141,180		8.44%
Sanofi Foreign Participations B.V.(4)		125,114		7.48%
Redmile Biopharma Investments III, L.P.(5)		119,181		7.12%
Entities affiliated with Cormorant Asset Management(6)		113,899		6.81%
Pfizer Inc.(7)		95,921		5.73%
Canaan XII L.P.(8)		92,008		5.50%
Members of Executive Committee and Directors:
Tim Knotnerus(9)		30,800		1.81%
David Epstein		*		*
Angelika Jahreis		*		*
Colin Bond		*		*
Felice Verduyn—van Weegen(10)		185,585		11.09%
Ming Fang(11)		119,181		7.12%
Ohad Hammer(12)		141,180		8.44%
Members of our executive committee (excluding our chief executive officer)(13)		30,230		1.80%
All members of our executive committee and directors as a group (12 persons)(14)		506,976		29.27%

* Represents beneficial ownership of less than one percent.

(1)

Consists of (i) 143,881 common shares issuable upon conversion of Series C preferred shares held directly by LSP 7 Coöperatief U.A (“LSP 7”) and (ii) 41,704 common shares issuable upon conversion of Series D preferred shares held directly by LSP 7. LSP 7 Management B.V. is the sole director of LSP 7 and may be deemed to have voting and investment power over the shares held by LSP 7. Martijn Kleijwegt, Renee Kuijten and Joachim Rothe are the managing directors of LSP 7 Management B.V. and make voting and investment decisions with respect to the shares held by LSP 7. LSP 7 Management B.V. is an (indirect) subsidiary of EQT AB and is part of EQT Life Sciences (the early stage life sciences investment franchise of EQT). Felice Verduyn—van Weegen is a partner in the EQT Life Sciences team and is a member of our board of directors, but does not hold voting or dispositive power over the shares held by LSP 7. The business address of each of the entities and individuals identified in this footnote is Johannes Vermeerplein 9 1071 DV Amsterdam, the Netherlands.

(2)

All of the shares listed in the table above are owned by funds or accounts managed by direct or indirect subsidiaries of Fidelity Management & Research Company LLC (“FMR LLC”), all of which shares are beneficially owned, or may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(3)

Consists of (i) 37,093 common shares issuable upon conversion of Series A preferred shares held directly by Pontifax Israel V L.P. (“Pontifax Israel”), (ii) 25,497 common shares issuable upon conversion of Series B preferred shares held directly by Pontifax Israel, (iii) 8,250 common shares issuable upon conversion of Series C preferred shares held directly by Pontifax Israel, (iv) 4,383 common shares issuable upon conversion of Series D preferred shares held directly by Pontifax Israel, (v) 14,411 common shares issuable upon conversion of Series A preferred shares held directly by Pontifax China V L.P. (“Pontifax China”), (vi) 9,906 common shares issuable upon conversion of Series B preferred shares held directly by Pontifax China, (vii) 3,205 common shares issuable upon conversion of Series C preferred shares held directly by Pontifax China, (viii) 1,703 common shares issuable upon conversion of Series D preferred shares held directly by Pontifax China, (ix) 9,907 common shares issuable upon conversion of Series A preferred shares held directly by Pontifax Cayman V L.P. (“Pontifax Cayman” and together with Pontifax Israel and Pontifax China, the “Pontifax V Entities”), (x) 6,811 common shares issuable upon conversion of Series B preferred shares held directly by Pontifax Cayman, (xi) 2,204 common shares issuable upon conversion of Series C preferred shares held directly by Pontifax Cayman, (xii) 1,170 common shares issuable upon conversion of Series D preferred shares held directly by Pontifax Cayman, (xiii) 9,177 common shares issuable

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upon conversion of Series A preferred shares held directly by Pontifax Late Stage Fund L.P. (“Pontifax Late Stage Fund”), (xiv) 4,691 common shares issuable upon conversion of Series B preferred shares held directly by Pontifax Late Stage Fund, (xv) 1,688 common shares issuable upon conversion of Series C preferred shares held directly by Pontifax Late Stage Fund and (xvi) 1,084 common shares issuable upon conversion of Series D preferred shares held directly by Late Stage Fund. Pontifax Management 4 G.P. (2015) Ltd. (“Pontifax Management”) is the ultimate general partner of each of the Pontifax V Entities. Ran Nussbaum and Tomer Kariv are the sole shareholders of Pontifax Management and, as a result, may be deemed to share voting and investment power with respect to the shares held by each of the Pontifax V Entities. Pontifax Late Stage GP Ltd. is the general partner of Pontifax Late Stage Fund, and Mr. Shlomo Karako is the sole shareholder of Pontifax Late Stage GP Ltd. Pursuant to a Strategic Alliance Agreement between Pontifax Late Stage Fund and the Pontifax V GP LP, Pontifax Late Stage Fund invests side-by-side with the Pontifax V Entities. By virtue of the strategic relationship, each of Pontifax Management Managing Partners, Mr. Kariv and Mr. Nussbaum may be deemed to share voting and investment power with respect to the shares held by Pontifax Late Stage Fund in a manner similar to the voting and investment power with respect to the shares held by each of the Pontifax V Entities. Ohad Hammer is the CFO at Pontifax Management and is a member of our board of directors but does not have voting or investment power with respect to the shares held by the Pontifax V Entities or Pontifax Late Stage Fund. The address of each of entities identified in this footnote is c/o The Pontifax Group, 14 Shenkar Street, Herzelia, Israel.

(4)

Consists of 125,114 common shares issuable upon conversion of Series D preferred shares held directly by Sanofi Foreign Participations B.V. Sanofi Foreign Participations B.V. is a wholly owned subsidiary of Sanofi, and as such, Sanofi has the ability to exercise voting and dispositive power over the shares held by Sanofi Foreign Participations B.V. The address for Sanofi Foreign Participations B.V. is Paasheuvelweg 25, 1105BP Amsterdam, the Netherlands.

(5)

Consists of (i) 105,753 common shares issuable upon conversion of Series B preferred shares held directly by Redmile Biopharma Investments III, L.P. (the “Redmile Fund”) and (ii) 13,428 common shares issuable upon conversion of Series C preferred shares held directly by the Redmile Fund. Redmile Group, LLC (“Redmile”) is the investment manager of the Redmile Fund and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Fund and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares except to the extent of its or his pecuniary interest in such shares, if any. Mr. Ming Fang is a managing director at Redmile and was a member of our board of directors as of December 31, 2025, but does not beneficially own the shares held by the Redmile Fund. The address of the foregoing entities and individuals is c/o Redmile Group, LLC, One Letterman Drive, Building D, Suite D3-300, San Francisco, California 94129.

(6)

Consists of (i) 17,554 common shares issuable upon conversion of Series B preferred shares held directly by Cormorant Global Healthcare Master Fund, LP (“Master Fund”), (ii) 325 common shares issuable upon conversion of Series C preferred shares held directly by Master Fund, (iii) 423 common shares issuable upon conversion of Series D preferred shares held directly by Master Fund, (iv) 70,938 common shares issuable upon conversion of Series B preferred shares held directly by Cormorant Private Healthcare Fund III, LP (“Fund III”), (v) 6,848 common shares issuable upon conversion of Series C preferred shares held directly by Fund III, (vi) 5,995 common shares issuable upon conversion of Series D preferred shares held directly by Cormorant Private Healthcare Fund IV, LP (“Fund IV”), (vii) 4,337 common shares issuable upon conversion of Series C preferred shares held directly by Cormorant Private Healthcare Fund V, LP (“Fund V”), (viii) 6,093 common shares issuable upon conversion of Series D preferred shares held directly by Fund V and (ix) 1,386 common shares issuable upon conversion of Series B preferred shares held directly by CRMA SPV, L.P. (“CRMA”). Cormorant Global Healthcare GP, LLC serves as the general partner of Master Fund, Cormorant Private Healthcare GP III, LLC serves as the general partner of Fund III, Cormorant Private Healthcare GP IV, LLC serves as the general partner of Fund IV, Cormorant Private Healthcare GP V, LLC serves as the general partner of Fund V, and Cormorant Asset Management, LP (“Cormorant”) serves as the investment manager to Master Fund, Fund III, Fund IV, Fund V and CRMA. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC and Cormorant Private Healthcare GP V, LLC, and the general partner of Cormorant and therefore may be deemed to have voting and investment power over such shares. The business address of each of the entities and individuals identified in this footnote is 200 Clarendon Street 52nd Floor, Boston, Massachusetts 02116.

(7)

Consists of 95,921 common shares issuable upon conversion of Series B preferred shares held directly by Pfizer Inc. (“Pfizer”). The business address of Pfizer is 66 Hudson Boulevard East, New York, NY 10001.

(8)

Consists of (i) 73,000 common shares issuable upon conversion of Series C preferred shares held directly by Canaan XII L.P. (“Canaan XII”) and (ii) 19,008 common shares issuable upon conversion of Series D preferred shares held directly by Canaan XII. Canaan Partners XII LLC (“Canaan XII GP”) is the general partner of Canaan XII and may be deemed to have investment and voting power over the shares held by Canaan XII. Brenton K. Ahrens, Joydeep Bhattacharyya, Richard J. Boyle Jr., Brendan C. Dickinson, Julie Papanek Grant, Maha S. Ibrahim, Nina Kjellson, John Pacifico, Timothy M. Shannon and Hrach Simonian are managers of Canaan XII GP and make investment and voting decisions with respect to the shares held by Canaan XII. The address for each of Canaan XII and Canaan XII GP is 855 Oak Grove, Suite 201, Menlo Park, CA 94025.

(9)

Consists of (i) 1,350 common shares issuable upon conversion of Series A preferred shares held by TJK Life Sciences B.V., a limited liability company organized and existing under the laws of the Netherlands (“TJK Life Sciences”), (ii) 239 common shares issuable upon conversion of Series B preferred shares held by TJK Life Sciences, (iii) 500 common shares held directly by Mr. Knotnerus and (iv) 28,711 common shares underlying outstanding share options that are immediately exercisable within 60 days of December 31, 2025. Mr. Knotnerus exercises voting and dispositive power over the shares beneficially owned by TJK Life Sciences.

(10)

Consists of the shares described in footnote (1) above. Ms. Verduyn—van Weegen disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

(11)

Consists of the shares described in footnote (5) above. Mr. Fang disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

(12)

Consists of the shares described in footnote (3) above. Mr. Hammer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

(13)

Consists of 30,230 common shares underlying outstanding share options that are immediately exercisable within 60 days of December 31, 2025 beneficially owned by members of our executive committee, excluding our chief executive officer.

(14)

Consists of (i) 70,588 common shares issuable upon conversion of Series A preferred shares, (ii) 152,658 common shares issuable upon conversion of Series B preferred shares (iii) 172,656 common shares issuable upon conversion of Series C preferred shares, (iv) 50,044 common shares issuable upon conversion of Series D preferred shares, (v) 500 common shares and (vi) 61,030 common shares underlying outstanding share options that are immediately exercisable within 60 days of December 31, 2025.

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DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION

The following describes our issued share capital and summarizes the material provisions of our restated articles of association, or the articles of association, as they will read upon the closing of this offering.

General

The following description is a summary of certain information relating to our share capital, certain provisions of our articles of association and the Belgian Companies and Associations Code. Unless stated otherwise, this description gives effect to the conversion of all preferred shares to common shares, the issuance of common shares to argenx BV upon conversion of the profit sharing certificate and the conversion of any outstanding ESOP common shares (issuable upon exercise of outstanding ESOPs). Our articles of association will become effective concurrently with the closing of this offering. Because this description is a summary, it may not contain all information which is important to you. Accordingly, this description is qualified entirely by references to our articles of association and the Belgian Companies and Associations Code. Copies of our articles of association will be publicly available as an exhibit to the registration statement of which this prospectus forms a part.

The following also includes comparisons of certain provisions of our articles of association and the Belgian Companies and Associations Code applicable to us, and the Delaware General Corporation Law, or the DGCL, the law under which many publicly listed companies in the United States are incorporated. Because such statements are summaries, they do not address all aspects of Belgian law that may be relevant to us and our shareholders or all aspects of the DGCL which may differ from Belgian law. This summary is not intended to be a complete discussion of the respective rights and it is qualified entirely by reference to the Belgian Companies and Associations Code applicable to us and the DGCL.

Share capital

Our share capital is represented by registered common shares without nominal or par value. Our share capital is fully paid-up. Upon the consummation of this offering, there will be no separate classes of shares. As of September 30, 2025, we had 25,000 common shares held by eight shareholders of record, 277,272 Series A preferred shares, 479,040 Series B preferred shares, 455,004 Series C preferred shares, 342,206 Series D preferred shares and ESOP warrants to purchase 277,327 ESOP common shares pursuant to our warrant plans outstanding.

Upon the consummation of this offering, our share capital will consist of authorized common shares, without nominal or par value.

We have applied to list the ADSs on the Nasdaq Global Market under the symbol “AGMB.” We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon such listing.

Common shares

The following summarizes the main rights of holders of our common shares:

•

each holder of common shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the appointment of directors;

•

there are no cumulative voting rights;

•

the holders of our common shares are entitled to dividends and other distributions as may be declared from time to time by us out of funds legally available for that purpose, if any;

•

upon our liquidation and dissolution, the holders of common shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities; and

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•

the holders of our common shares have pre-emption rights in case of share issuances or the grant of rights to subscribe for shares, except if such rights are limited or excluded by the corporate body authorized to do so and except in such cases as provided by Belgian law and our articles of association.

Preferred Shares

Immediately upon the closing of this offering, all outstanding preferred shares will be mandatorily converted into common shares at a conversion ratio of one (1) common share for every one (1) preferred share, assuming each of the applicable conditions is satisfied pursuant to the subheading “Mandatory conversion” below.

Prior to their mandatory conversion upon the closing of this offering, the holders of the Series A, Series B, Series C and Series D preferred shares have the following rights and preferences:

Voting rights

Series A, Series B, Series C and Series D preferred shares are entitled to cast one vote per preferred share. The aforementioned preferred shares do not vote as separate class or series of shares, except in limited cases required by law. The articles of association of the Company also provides for certain shareholder decisions that can only be approved with certain preferred voting majorities within each class or series of shares.

Election of directors

The holders of record of the Series A preferred shares as a class, and certain individual holders of record of the Series B and Series C preferred shares have the right to propose a director of the Company.

Cumulative preferential dividends

To the extent the Company is lawfully permitted to do so, subject to the application of any profits to the creation of a legal reserve under applicable law (or for any other mandatory purpose under applicable law) and subject to the prior settlement of all payments due to argenx BV under the terms and conditions of its profit sharing certificate, holders of Series A, Series B, Series C and Series D preferred shares, in preference to the holders of common shares, are entitled to receive, in the event of a Liquidity Event (as defined in the Company’s articles of association, but excluding any initial public offering (including this offering)), but only out of funds that are legally available therefor, cash dividends at the rate of six percent (6%) of the Series A, Series B, Series C and Series D original issue price per annum on each outstanding share of Series A, Series B, Series C and Series D preferred shares (the “Preferred Dividends”), and this in the following order of priority: first to the holders of Preferred D Shares, then to the holders of Preferred C Shares, then to the holders of Preferred B Shares, and then to the holders of Preferred A Shares.

Voluntary conversion

Any holder of preferred shares may at any time voluntarily convert its preferred shares into common shares (at a conversion ratio of one (1) common share for every one (1) preferred share).

Mandatory conversion

Each Series A, Series B, Series C and Series D preferred share is mandatorily converted into common shares (at a conversion ratio of one (1) common share for every one (1) preferred share) upon either (a) the closing of the offering and sale of shares of common shares to the public (with an admission of all or any of the shares of the Company (or securities representing those shares) on the relevant stock exchange referred to below in (a)(iii)) (i) in which the gross aggregate subscription amount in respect of new shares issued at the time of the relevant public offering is not less than EUR 70,000,000 (before deduction of underwriters’ commissions and other expenses), (ii) in which the issue price per new share in the public offering is at least EUR 287.736254 per share (subject to appropriate adjustment in case of certain reorganization events, including a consolidation or subdivision of shares of the Company), and (iii) which is effected on the New York Stock Exchange, NASDAQ,

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Official List of the United Kingdom Listing Authority, Euronext Amsterdam or Euronext Brussels (if conditions (i), (ii), and (iii) are met, this would constitute a qualifying IPO under our Articles of Association), or (b) the affirmative vote or written consent of the majority of the respective series of preferred shareholders.

Liquidation preference

In case distributions of proceeds or assets are made to the shareholders as a result of a Liquidity Event (as defined in the Company’s articles of association, but excluding any initial public offering (including this offering)), subject to the prior settlement of all payments due to argenx BV under the terms and conditions of its profit sharing certificate, and to the extent the Company is lawfully permitted to do so, the holders of shares of Series A, Series B, Series C and Series D preferred shares then outstanding shall be entitled to be paid out of the consideration payable to shareholders in such Liquidity Event or out of the available proceeds, as applicable, before any payment shall be made to the holders of common shares by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series A, Series B, Series C and Series D preferred shares original issue prices, plus any dividends declared but unpaid thereon (including the aforementioned Preferred Dividends), or (ii) such amount per share as would have been payable had all shares of Series A, Series B, Series C and Series D convertible shares been converted into common shares immediately prior to such Liquidity Event, and this in the following order of priority: first to the holders of Preferred D Shares, then to the holders of Preferred C Shares, then to the holders of Preferred B Shares, and then to the holders of Preferred A Shares.

Profit Sharing Certificate

Immediately prior to the closing of this offering, the profit-sharing certificate held by argenx BV will be automatically converted into common shares, which number of shares is determined as a 4.84% percentage of the total number of outstanding shares (on a fully diluted basis) of the Company immediately prior to the offering.

Options/Warrants

Vested ESOP warrants granted under the Company’s Employee Stock Option Plans (including ESOP warrants that have vested on an accelerated basis as a result of the offering) will become exercisable into ESOP common shares. Immediately upon the closing of this offering, all outstanding ESOP common shares (if any) will be mandatorily converted into common shares at a conversion ratio of one (1) common share for every one (1) ESOP common share.

Articles of association and other share information

Corporate profile

Our legal and commercial name is “AgomAb Therapeutics”. We are a limited liability company incorporated in the form of a naamloze vennootschap / société anonyme under Belgian law. We are registered with the Register of Legal Entities of Antwerp (section Antwerp) under the registration number 0674.527.310. Our registered office and our headquarters are located at Posthoflei 1/ 6, 2600 Antwerpen, Belgium. We were incorporated on April 13, 2017 for an unlimited duration. Our financial year runs from January 1 through December 31.

Corporate purpose

According to Article 3 of our articles of association, our corporate purpose is as follows:

“The Company has as its object, in Belgium as well as abroad, on its own behalf as well as on behalf of third parties, alone or in participation with third parties:

(a) the scientific research, the clinical study, the identification, the testing, analysis and evaluation, of biological, chemical or natural products with therapeutic or diagnostic potential in the life science area in general and in the pharmaceutical, medical, chemical, veterinary sectors in particular, and the production, the marketing, the

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exploitation, the granting or taking of a license and in general performing all possible transactions regarding any pharmaceutical or affiliated products and formulations;

(b) the worldwide distribution of, selling of and providing services with regard to the products of the Company directly to clients and also via third parties;

(c) the setting up of, participating in, managing of, monitoring of and collaborating with companies and other enterprises, obtaining, maintaining, selling or by other means managing of participations and interests in other companies and enterprises;

(d) the financing of companies and other enterprises, borrowing, lending and collecting of funds, the participation in financial transactions, including the issuance of bonds, debentures or other securities, and concluding of all agreements somehow related thereto, to enterprises and companies connected to the Company in a group and to third parties;

(e) providing guarantees, binding of the Company and encumbering assets of the Company for the benefit of enterprises and companies with which the Company is affiliated in a group and for the benefit of third parties;

(f) to acquire, manage, exploit and dispose of movable goods, immovable property and all asset values in general;

(g) to trade in currencies, securities, movable goods, immovable property and asset values in general;

(h) to acquire, exploit and trade in patents, trademarks, licenses, know-how and other industrial property rights;

(i) to perform all types of industrial, financial and commercial activities.

The Company may perform all civil, industrial, commercial, movable or immovable operations, directly or indirectly, totally or partially related to any section of its purpose, or that are of such a nature to enlarge the realization of its purpose or to facilitate it.

The Company may in any way, participate in all companies or enterprises with a similar or a related purpose, or whose purposes are of such a nature to facilitate the realization of its own purpose.

The Company may also enter into any agreement of cooperation, rationalization, association or other with such companies or enterprises.

The Company may provide a guarantee or provide security, both by providing personal rights or rights in rem for the benefit of any physical or legal person, whether or not affiliated. It may execute the role of director, managing director (zaakvoerder/gérant) and liquidator.”

Board of directors

Belgian law does not specifically regulate the ability of directors to borrow money from our company.

Article 7:96 of the Belgian Companies and Associations Code provides that if one of our directors has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the Company in connection with a resolution or transaction that falls within the powers of our board of directors, the director concerned must inform our other directors of this matter before our board of directors makes any decision on the relevant resolution or transaction. The statutory auditor must also be notified. The director may neither participate in the deliberation nor vote on the conflicting resolution or transaction. An excerpt from the minutes of the meeting of our board of directors that sets forth the financial impact of the matter on us and justifies the decision of our board of directors must be published in our annual report. The statutory auditor’s report to the annual accounts must contain a description of the financial impact on us of each of the decisions of our board of directors where director conflicts arise. If all directors have a conflict of interest, the resolution or transaction shall be submitted for approval to the shareholders’ meeting.

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There are no outstanding loans granted by our Company to any of the members of the board of directors and members of the executive management, nor are there any guarantees provided by our Company for the benefit of any of the members of the board of directors and members of the executive management.

Our articles of association will provide that, as far as permitted by applicable law, we may obtain and maintain liability insurance for our directors and officers, including insurance against liability under the Securities Act.

None of the members of the board of directors and members of the executive management has a family relationship with any other of the members of the board of directors and members of the executive management.

The DGCL generally permits transactions involving a Delaware corporation and an interested director of that corporation if (i) the material facts as to the director’s relationship or interest and as to the transaction are disclosed and a majority of disinterested directors consent, (ii) the material facts are disclosed as to the director’s relationship or interest and a majority of shares entitled to vote thereon consent or (iii) the transaction is fair to the corporation at the time it is authorized by the board of directors, a committee of the board of directors or the stockholders.

We rely on a provision in the Listing Rules of Nasdaq that allows us to follow Belgian corporate law with respect to certain aspects of corporate governance. This allows us to continue following certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq. In particular, the Listing Rules of Nasdaq require a majority of the directors of a listed U.S. company to be independent, whereas pursuant to Belgium law, we are not subject to any legal requirement to have any independent directors. Our board of directors currently comprises five independent directors and one non-independent director. See “Management.” The Listing Rules of Nasdaq further require that each of the nominating, compensation and audit committees of a listed U.S. company be comprised entirely of independent directors. All members of our Audit Committee will be independent as determined under Rule 10A-3 under the Exchange Act and the applicable rules of Nasdaq. See “Management.”

Limitations on director liability

Under Belgian law, our company’s directors may be liable for damages to our company in the case of improper performance of their duties. Our company’s directors may be liable to our company and to third parties for infringement of our company’s articles of association, the Belgian Companies and Associations Code or, under certain circumstances, Belgian tort, bankruptcy, social security or tax laws. Under certain circumstances, directors may be criminally liable.

The Belgian Companies and Associations Code sets a cap on the amount for which directors and persons entrusted with the daily management of a Belgian company can be held liable for damages. This cap ranges from EUR 125,000 to EUR 12,000,000 depending on the turnover and balance sheet of the relevant company and on whether or not its shares are listed on a regulated market. For our directors and management, the cap will be EUR 12,000,000. The cap is applicable both towards us and as to third parties. The cap benefits the group of directors and persons entrusted with the daily management who are the subject of the claim for damages as a whole and applies to each fact or set of facts likely to give rise to liability, regardless of the number of claimants or actions. The cap does not apply in the case of habitual minor errors (that is, a minor error which has been committed frequently and not occasionally), serious errors, fraudulent intent or intent to harm, and other specific exceptions.

Under Delaware law, a corporation’s certificate of incorporation may generally include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:

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any breach of the director’s duty of loyalty to the corporation or its stockholders;

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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

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intentional or negligent payment of unlawful dividends or stock purchases or redemptions;

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claims with respect to unlawful payment of dividends and unlawful stock purchases and redemptions; or

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any transaction from which the director derives an improper personal benefit.

Form and transferability of our shares

All of our shares rank pari passu in all respects with all other existing and outstanding shares of the Company. All of our shares belong to the same class of securities and are in registered form.

All of our outstanding shares are fully paid-up and freely transferable, subject to any contractual restrictions. See “Shares and ADSs Eligible for Future Sale—Lock-up agreements.”

Currency

Our share capital, which is represented by our outstanding common shares, is denominated in Euros.

Changes to our share capital

In principle, changes to our share capital are decided by our shareholders. Our shareholders may at any time at a shareholders’ meeting decide to increase or decrease our share capital. Such resolution must satisfy the quorum and majority requirements that apply to an amendment of the articles of association, as described below in “—Description of the rights and benefits attached to our shares—Right to attend and vote at our shareholders’ meeting—Quorum and majority requirements.” No shareholder is liable to make any further contribution to our share capital other than with respect to shares held by such shareholder that are not fully paid-up.

Share capital increases by our board of directors

Subject to the quorum and majority requirements described below in “—Description of the rights and benefits attached to our shares—Right to attend and vote at our shareholders’ meeting—Quorum and majority requirements,” our shareholders’ meeting may authorize our board of directors, within certain limits, to increase our share capital without any further approval of our shareholders. A capital increase that is authorized in this manner is, referred to as “authorized capital”. This authorization needs to be limited in time, meaning that it can only be granted for a renewable period of a maximum of five years.

By virtue of the resolution of the extraordinary general shareholders’ meeting of the Company held on January 15, 2026, as will be published by excerpt in the Annexes to the Belgian Official Gazette (Belgisch Staatsblad/Moniteur belge) following the closing of this offering, the board of directors of the Company has been granted certain powers to increase our share capital in the framework of the authorized capital. The powers under the authorized capital have been set out in article six of the Company’s articles of association. Pursuant to the authorization granted by the extraordinary general shareholders’ meeting, the board of directors was authorized to increase the share capital of the Company on one or several occasions by a maximum aggregate amount equal to 100% of the company’s share capital immediately following the completion of this offering or, as far as relevant, immediately following the exercise of the underwriters’ over-allotment option (excluding issue premium, as the case may be).

Within the framework of the authorized capital, the board of directors may increase the share capital by contributions in cash or in kind, by capitalization of reserves, whether available or unavailable for distribution, and capitalization of issue premiums, with or without the issuance of new shares, with or without voting rights, that will have the rights as will be determined by the board of directors. The board of directors is also authorized to use this authorization for the issuance of convertible bonds or subscription rights, bonds with subscription rights or other securities. The board of directors is also authorized, when exercising its powers within the framework of the authorized capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also be done in favor of members of the personnel of our company or of its subsidiaries, or in favor of one or more persons other than members of the personnel of our company or of its subsidiaries.

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Preferential subscription rights

In the event of a share capital increase for cash through the issuance of new shares, or in the event we issue convertible bonds or subscription rights (warrants), our then existing shareholders will have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or subscription rights (warrants). These preferential subscription rights are transferable during the subscription period. Our board of directors can decide that preferential subscription rights that were not exercised by any shareholders shall accrue proportionally to the other shareholders that have already exercised their preferential subscription rights, and can fix the practical terms for such subscription.

Our shareholders may, at a shareholders’ meeting, decide to limit or cancel this preferential subscription right, subject to special reporting requirements. Such decision by the shareholders must satisfy the same quorum and majority requirements as the decision to increase our share capital.

Shareholders may also decide to authorize our board of directors to limit or cancel the preferential subscription right within the framework of the authorized capital, subject to the terms and conditions set forth in the Belgian Companies and Associations Code and the relevant authorization. As mentioned above, our board of directors will have the authority to increase the share capital within the framework of the authorized capital, and the right to limit or cancel the preferential subscription right within the framework of the authorized capital. The powers under the authorized capital have been set out in article six of the articles of association. See also “—Share capital increases by our board of directors” above.

Generally, unless expressly authorized in advance by the shareholders’ meeting, the authorization of our board of directors to increase the share capital through contributions in cash with cancellation or limitation of the preferential subscription right of the existing shareholders is suspended as of the notification to us by the Belgian Financial Services and Markets Authority, or the FSMA, of a public takeover bid on our financial instruments. Our shareholders’ meeting did not grant such express authorization to our board of directors. See also “—Share capital increases by our board of directors” above.

Under the DGCL, stockholders of a Delaware corporation have no preemptive rights to subscribe for additional issues of stock or to any security convertible into such stock unless, and to the extent that, such rights are expressly provided for in the corporation’s certificate of incorporation.

Purchases/acquisitions and sales of our own shares

We may acquire, pledge and dispose of our own shares, profit certificates or associated certificates at the conditions provided for by articles 7:215 and following of the Belgian Companies and Associations Code. These conditions include a prior shareholders’ resolution approved by at least 75% of the votes validly cast at a general shareholders’ meeting (whereby abstentions are not included in the numerator nor in the denominator) where at least 50% of the share capital are present or represented. In the event where the aforementioned 50% quorum is not present or represented at the first general shareholders’ meeting, a second general shareholders’ meeting needs to be convened through a new notice. The second general shareholders’ meeting may validly deliberate and decide regardless of the number of shares present or represented. The special 75% majority requirements, however, remain applicable.

Furthermore, shares can only be acquired with funds that would otherwise be available for distribution as a dividend to the shareholders and the transaction must relate to fully paid-up shares or associated certificates. Furthermore, an offer to purchase shares must be made by way of an offer to all shareholders under the same conditions.

Generally, the general shareholders’ meeting or the articles of association determine the amount of shares, profit certificates or certificates that can be acquired, the duration of such an authorization which cannot exceed five years as from the publication of the proposed resolution as well as the minimum and maximum price that the board of directors can pay for the shares. The prior approval by the shareholders is not required if we purchase

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the shares to offer them to our personnel, in which case the shares must be transferred within a period of 12 months as from their acquisition.

We may, without prior authorization by the general shareholders’ meeting, dispose of the Company’s own shares, profit certificates or associated certificates in the limited number of situations set out in article 7:218 of the Belgian Companies and Associations Code.

As of the date of this prospectus, our Company does not hold any own shares.

Under the DGCL, a Delaware corporation may purchase or redeem its own shares unless the capital of the corporation is impaired or the purchase or redemption would cause an impairment of the capital of the corporation.

Description of the rights and benefits attached to our shares

Right to attend and vote at our shareholders’ meetings

Annual shareholders’ meeting

Our annual general shareholders’ meeting will be held at the registered office of our Company (in Belgium) or at the place determined in the notice convening the general shareholders’ meeting. The meeting will be held every year on the last Tuesday of May at 04:00 p.m. (Belgian time). If this day would be a Belgian public holiday, the annual general shareholders’ meeting shall be held on the next business day. At our annual general shareholders’ meeting, the board of directors submits to the shareholders the audited non-consolidated and consolidated annual financial statements and the reports of the board of directors and of the statutory auditor with respect thereto.

The general shareholders’ meeting then decides on the approval of the statutory annual financial statements, the proposed allocation of the Company’s profit or loss, the release from liability of the directors and the statutory auditor, and, when applicable, the (re-)appointment or dismissal of the statutory auditor and/or of all or certain directors. In addition, as relevant, the general shareholders’ meeting must also decide on the approval of the remuneration of the directors and statutory auditor for the exercise of their mandate (see also “—Voting rights attached to the common shares” below).

Special and extraordinary shareholders’ meetings

Our board of directors or the statutory auditor (or the liquidators, if appropriate) may, whenever our interests so requires, convene a special or extraordinary shareholders’ meeting. Pursuant to article 7:126 of the Belgian Companies and Associations Code, such general shareholders’ meeting must also be convened when one or more shareholders holding, alone or together, at least 10% of our company’s share capital so request. Shareholders that do not hold at least 10% of our share capital do not have the right to have the general shareholders’ meeting convened.

Under the DGCL, special meetings of the stockholders of a Delaware corporation may be called by such person or persons as may be authorized by the certificate of incorporation or by the bylaws of the corporation, or if not so designated, as determined by the board of directors. Stockholders generally do not have the right to call meetings of stockholders unless that right is granted in the certificate of incorporation or the bylaws.

Notices convening shareholders’ meetings

Notices convening our shareholders’ meeting must state the place, date and hour of the meeting, must include an agenda indicating the items to be discussed and the proposed resolutions that will be submitted at the meeting, and must be published at least 15 calendar days prior to the general shareholders’ meeting in the Belgian Official Gazette (Belgisch Staatsblad/Moniteur Belge), in a newspaper that is published nation-wide in Belgium, in paper or electronically, and on our company’s website. A publication in a nation-wide newspaper is not needed for annual general shareholders’ meetings taking place on the date, hour and place indicated in the articles of

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association of the Company if the agenda is limited to the treatment and approval of the financial statements, the annual report of the board of directors, the report of the statutory auditor, and the discharge from liability of the directors and statutory auditor. See also “—Voting Rights attached to the common shares” below. In addition to this publication, the notice has to be distributed at least 15 calendar days prior to the meeting via the normal publication means that the Company uses for the publication of press releases. The term of 15 calendar days prior to the general shareholders’ meeting for the publication and distribution of the convening notice can be reduced to 10 calendar days for a second meeting if, as the case may be, the applicable quorum for the meeting is not reached at the first meeting, the date of the second meeting was mentioned in the notice for the first meeting and no new item is put on the agenda of the second meeting. See also further below under “—Quorum and majority requirements.”

At the same time as its publication, the convening notice must also be sent to the holders of registered shares, holders of registered convertible bonds, holders of registered subscription rights (warrants), holders of registered certificates issued with the co-operation of the Company (if any), and, as the case may be, to the directors and statutory auditor of the Company. This communication needs to be made by e-mail unless the addressee has informed the Company that it wishes to receive the relevant documentation by another equivalent means of communication. If the relevant addressee does not have an e-mail address or if it did not inform the Company thereof, the relevant documentation will be sent by ordinary mail.

Notices of all our shareholders’ meetings and all documents submitted to such meetings, such as special board and auditor’s reports, will also be published on our website, commencing after the completion of this offering.

Under the DGCL, unless otherwise provided in the certificate of incorporation or by-laws, written notice of any meeting of the stockholders of a Delaware corporation must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and, in the case of a special meeting, the purpose of the meeting.

Admission to meetings

All holders of shares, subscription rights (warrants), profit-sharing certificates, non-voting shares, convertible bonds, or other securities issued by our Company, as the case may be, and all holders of certificates issued with the co-operation of our Company (if any) can attend the general shareholders’ meetings insofar as the law or the articles of association entitle them to do so and, as the case may be, give them the right to participate in voting. The articles of association determine the formalities that shareholders need to fulfill to be admitted to the general shareholders’ meeting. As the case may be, the formalities for the registration of securities holders, and the notification of our Company must be described in the notice convening the general shareholders’ meeting.

The board of directors shall have the ability to determine that the right to attend the general shareholders’ meetings and to exercise the voting right at such meetings (as the case may be) is determined by the registration of the ownership of the securities concerned in the name of the holder of such securities on a certain date prior to the date of the relevant general shareholders’ meeting (such date shall be set out in the notice convening the general shareholders’ meeting, but cannot be earlier than the 15th calendar date before the relevant general shareholders’ meeting), at midnight at the end of such day (Brussels time) (such date and hour being the relevant registration date), by means of the registration of such securities in the relevant (portion of the split) register book for such securities, or in the accounts of a certified account holder or relevant settlement institution for the securities concerned. The board of directors may also make participation to the general shareholders’ meetings dependent on a requirement of notification by the securities holders concerned to the Company, or to the person appointed for this purpose by the Company, on a date to be determined by the board of directors before the date of the scheduled meeting, that such securities holder intends to attend the meeting, stating the number of securities with which such securities holder wishes to participate. The manner in which such notification must be made (as the case may be) must be set out in the notice convening the general shareholders’ meeting.

Electronic participation

Our board of directors has the possibility to organize the general shareholders’ meeting by means of electronic communication which must (i) allow our company to verify the capacity and identity of the shareholders using it;

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(ii) at least enable (a) the securities holders to directly, simultaneously and continuously follow the discussions during the meeting and (b) the shareholders to exercise their voting rights on all points on which the general shareholders’ meeting is required to take a decision; and (iii) allow the securities holders to actively participate to the deliberations and to ask questions during the meeting.

Voting by proxy or remote voting

Each shareholder has, subject to compliance with the requirements set forth above under “—Admission to meetings”, the right to attend a general shareholders’ meeting and to vote at the general shareholders’ meeting in person or through a proxy holder, who need not be a shareholder. The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including in relation to conflicts of interest and the keeping of a register.

The notice convening the meeting may allow shareholders to vote remotely in relation to the general shareholders’ meeting, by sending a paper form or, if specifically allowed in the notice convening the meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law). These forms shall be made available by our company. The original signed paper form must be received by our company within the term specified by the articles of association. Voting through the signed electronic form may occur until the last calendar day before the meeting.

Our company may also organize a remote vote in relation to the general shareholders’ meeting through other electronic communication methods, such as, among others, through one or several websites. Our company shall specify the practical terms of any such remote vote in the convening notice.

When votes are cast electronically, an electronic confirmation of receipt of the votes is sent to the relevant shareholders that cast the vote. After the general shareholders’ meeting, shareholders can obtain, at least upon request (which must be made no later than three months after the vote), the confirmation that their votes have been validly recorded and taken into account by the Company, unless that information is already available to them.

Holders of securities who wish to be represented by proxy or vote remotely must, in any case comply with the formalities to attend the meeting, as explained under “—Admission to Meetings.” Holders of shares without voting rights, profit-sharing certificates without voting rights, convertible bonds, subscription rights (warrants) or certificates issued with the cooperation of our company may attend the general shareholders’ meeting but only with an advisory vote.

Voting rights attached to the common shares

Each shareholder of the Company is entitled to one vote per common share. Shareholders may vote by proxy, subject to the rules described in “—Right to attend and vote at general shareholders’ meetings” and “—Voting by proxy or remote voting.”

Voting rights can also be suspended in relation to shares:

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which are not fully paid-up, notwithstanding the request thereto of our board of directors;

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to which more than one person is entitled or on which more than one person has rights in rem (zakelijke rechten/droits réels), except in the event a single representative is appointed for the exercise of the voting right vis-à-vis our company;

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which entitle their holder to voting rights above the threshold of 25% of the total number of voting rights attached to the outstanding financial instruments of our company on the date of the relevant general shareholders’ meeting, in the event that the relevant shareholder has not notified us at least 20 calendar days prior to the date of our general shareholders’ meeting in accordance with the applicable rules of the Belgian Companies and Associations Code; or

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of which the voting right was suspended by a competent court.

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Pursuant to the Belgian Companies and Associations Code, the voting rights attached to shares owned by the Company, or a person acting in its own name but on behalf of the Company, or acquired by a subsidiary of the Company, as the case may be, are suspended.

Generally, the general shareholders’ meeting has sole authority with respect to:

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the approval of the annual financial statements of our company;

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the distribution of profits (except interim dividends (see “—Dividends”));

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the appointment and dismissal of directors of our company;

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the appointment and dismissal of the statutory auditor of our company;

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the granting of release from liability to the directors and the statutory auditor of our company;

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the determination of the remuneration of the directors and of the statutory auditor for the exercise of their mandate;

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the filing of a claim for liability against directors;

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the decisions relating to the dissolution, merger and certain other reorganizations of our company; and

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the approval of amendments to our articles of association.

Quorum and majority requirements

In general, there is no attendance quorum requirement for a general shareholders’ meeting and decisions are passed with a simple majority of the votes of the shares present or represented. However, capital increases (other than those decided by the board of directors pursuant to the authorized capital), decisions with respect to our company’s dissolution, mergers, de-mergers and certain other reorganizations of our company, amendments to the articles of association (other than an amendment of the corporate purpose), and certain other matters referred to in the Belgian Companies and Associations Code do not only require the presence or representation of at least 50% of the share capital of our company but also a majority of at least 75% of the votes cast (whereby abstentions are not included in the numerator nor in the denominator). An amendment of our company’s corporate purpose requires the approval of at least 80% of the votes cast at a general shareholders’ meeting (whereby abstentions are not included in the numerator nor in the denominator), which can only validly pass such resolution if at least 50% of the share capital of our company and at least 50% of the profit certificates, if any, are present or represented. In the event where the required quorum is not present or represented at the first meeting, a second meeting needs to be convened through a new notice. The second general shareholders’ meeting may validly deliberate and decide regardless of the number of shares present or represented. The special majority requirements, however, remain applicable.

Under the DGCL, the certificate of incorporation or bylaws of a Delaware corporation may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.

Right to ask questions

Within the limits of Article 7:139 of the Belgian Companies and Associations Code, security holders have a right to ask questions to the directors in connection with the report of the board of directors or the items on the agenda of such general shareholders’ meeting. However, directors may, in the interest of our company, refuse to answer questions when the communication of certain information or facts could cause prejudice to our company or is contrary to the obligations of confidentiality entered into by them or by our company.

Shareholders can also ask questions to the statutory auditor in connection with its report. Such questions can be submitted in writing prior to the meeting or can be asked at the meeting. Written questions to the statutory auditor must be submitted to our company at the same time as questions to the directors. The statutory auditor

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may, in the interest of our company, refuse to answer questions when the communication of certain information or facts could cause prejudice to our company or is contrary to its professional secrecy or to obligations of confidentiality entered into by our company. The statutory auditor has the right to speak at the general meeting in connection with the performance of its duties.

Written and oral questions will be answered during the meeting concerned in accordance with applicable law. In addition, in order for written questions to be considered, the shareholders who submitted the written questions concerned must comply with the formalities to attend the meeting, as explained under “—Admission to Meetings.”

Dividends and other distributions

Under Belgian law, companies can make distributions to shareholders either as dividends of profits or as a return of capital from a reduction of share capital or issue premium.

Dividends of profits

All shares participate equally in our company’s profits (if any). Pursuant to the Belgian Companies and Associations Code, the shareholders can in principle decide on the distribution of profits with a simple majority vote at the occasion of the annual general shareholders’ meeting, based on the most recent non-consolidated statutory audited financial statements, prepared in accordance with Belgian GAAP and based on a (non-binding) proposal of the Company’s board of directors. The Belgian Companies and Associations Code and the Company’s articles of association also authorize the board of directors to declare interim dividends without shareholder approval. The right to pay such interim dividends is, however, subject to certain legal restrictions.

Our ability to distribute dividends is subject to availability of sufficient distributable profits as defined under Belgian law on the basis of our stand-alone statutory accounts prepared in accordance with accounting principles generally accepted in Belgium, or Belgian GAAP (and hence not on the basis of the IFRS consolidated accounts). In particular, dividends can only be distributed if, following the declaration and issuance of the dividends, the amount of our net assets on the date of the closing of the last financial year as shown on the stand-alone statutory financial statements (i.e., summarized, the amount of the assets as shown on the balance sheet, decreased by provisions and liabilities, and, save in exceptional cases, to be mentioned and justified in the notes to the annual accounts, decreased by the non-amortized costs of incorporation and extension and the non-amortized costs for research and development, all in accordance with Belgian GAAP), does not fall below the amount of the paid-up capital (or, if higher, the issued capital), increased by the amount of non-distributable reserves (which include, as the case may be, the unamortized part of any revaluation surpluses).

In addition, further financial restrictions and other limitations may be contained in future credit agreements.

The right to payment of dividends expires five years after the board of directors declared the dividend payable.

Under the DGCL, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for either or both of the fiscal year in which the dividend is declared and the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). Dividends may be paid in the form of shares, property or cash.

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Return of capital via reduction of share capital or issue premium

All shares will be entitled to participate in the same manner if we return our capital to our shareholders via reducing our share capital or issue premium. Pursuant to the Belgian Companies and Associations Code, reducing our share capital would require an amendment to our articles of association. As described above, such an amendment would be subject to approval of 75% of the votes of our shareholders cast at a shareholders’ meeting at which at least 50% of the share capital is represented, or, where quorum was not reached at the first meeting, a subsequent meeting to which quorum requirements will not apply. Subject to the foregoing requirements, we can return our share capital to shareholders as long as it is not reduced to less than a certain de minimis amount. A reduction of our issue premium would not constitute an amendment to our articles of association, but would be subject to the same approval and quorum requirements as such an amendment. Furthermore, if we return capital to shareholders, creditors who have a receivable that has not yet been paid by us, or have an outstanding claim that is subject to arbitration or litigation, can, within two months following the publication of the shareholder approval of the capital return, demand collateral to secure their receivable or claim.

Appointment of directors

Pursuant to the Belgian Companies and Associations Code and the articles of association, the board of directors must consist of at least three directors and no more than nine directors.

Liquidation rights

Our company can only be voluntarily dissolved by a shareholders’ resolution passed with a majority of at least 75% of the votes cast at an extraordinary shareholders’ meeting where at least 50% of the share capital is present or represented. In the event the required quorum is not present or represented at the first meeting, a second meeting needs to be convened through a new notice. The second meeting of shareholders can validly deliberate and decide regardless of the number of shares present or represented.

Under the DGCL, unless the board of directors approves the proposal to dissolve, dissolution of a Delaware corporation must be approved by stockholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. The DGCL allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

In the event of the dissolution and liquidation of our company, the assets remaining after payment of all debts and liquidation expenses will be distributed to the holders of our shares, each receiving a sum on a pro rata basis.

Pursuant to article 7:228 of the Belgian Companies and Associations Code, if, as a result of losses incurred, the ratio of our net assets (determined in accordance with Belgian legal and accounting rules for non-consolidated financial statements) to share capital is less than 50%, the board of directors must convene an extraordinary general shareholders’ meeting within two months as of the date upon which the board of directors discovered or should have discovered this undercapitalization. At this general shareholders’ meeting the board of directors needs to propose either the dissolution of the Company or the continuation of the Company, in which case the board of directors must propose measures to ensure the Company’s continuity. The board of directors must justify its proposals in a special report to the shareholders. Shareholders representing at least 75% of the votes validly cast at this meeting have the right to dissolve the Company, provided that at least 50% of our share capital is present or represented at the meeting. In the event the required quorum is not present or represented at the first meeting, a second meeting needs to be convened through a new notice. The second shareholders’ meeting can validly deliberate and decide regardless of the number of shares present or represented.

If, as a result of losses incurred, the ratio of the Company’s net assets to share capital is less than 25%, the same procedure must be followed, it being understood, however, that in that event shareholders representing 25% of the votes validly cast at the meeting can decide to dissolve the Company.

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Pursuant to article 7:229 of the Belgian Companies and Associations Code, if the amount of the Company’s net assets has dropped below €61,500 (the minimum amount of share capital of a corporation with limited liability organised under the laws of Belgium (naamloze vennootschap/société anonyme)), any interested party is entitled to request the competent court to dissolve the Company. The court can order the dissolution of the Company or grant a grace period within which the Company is to remedy the situation.

If the Company is dissolved for any reason, the liquidation must in principle be carried out by one or more liquidators appointed by the general shareholders’ meeting and whose appointment has been ratified by the enterprise court. Any balance remaining after discharging all debts, liabilities and liquidation costs must first be applied to reimburse, in cash or in kind, the paid-up capital of the shares not yet reimbursed. Any remaining balance shall be equally distributed amongst all the shareholders.

On the date of this Prospectus, the Company’s net equity is positive and does not fall within the scope of the articles 7:228 or 7:229 of the Belgian Companies and Associations Code.

Belgian legislation

Disclosure/notification of significant shareholdings

Pursuant to Article 7:83 of the Belgian Companies and Associations Code, when a natural or legal person directly or indirectly acquires dematerialized voting securities that cause that person to hold 25% or more of the total voting rights of the company as of the date of the transaction, such person must notify the company of the total number of securities held by them within five working days following the day of acquisition. This notification is also compulsory within the same period in case of a transfer of securities when such transfer results in the voting rights falling below the 25% threshold mentioned above.

The obligation to disclose significant shareholdings as well as certain other provisions of Belgian law (e.g., merger control, foreign investment screening and authorized capital) that may apply to the Company, may make an unsolicited tender offer, merger, change in management or other change in control, more difficult. Such provisions could discourage potential takeover attempts that third parties may consider and that other shareholders may consider to be in their best interest and could adversely affect the market price of the shares. These provisions may also deprive shareholders of the opportunity to sell their shares at a premium (which is typically offered in the context of a takeover bid).

The Belgian Act of May 2, 2007 on the disclosure of significant shareholdings in issuers whose securities are admitted to trading on a regulated market and containing various provisions, as amended from time to time, does not apply to us. However, in accordance with U.S. federal securities laws, holders of our common shares and holders of ADSs will be required to comply with disclosure requirements relating to their ownership of our securities. Any person who, after acquiring beneficial ownership of our common shares or ADSs, is the beneficial owners of more than 5% of our outstanding common shares or common shares underlying ADSs must file with the SEC a Schedule 13D or Schedule 13G, as applicable, disclosing the information required by such schedules, including the number of our common shares or common shares underlying ADSs that such person has acquired (whether alone or jointly with one or more other persons). In addition, if any material change occurs in the facts set forth in the report filed on Schedule 13D (including a more than 1% increase or decrease in the percentage of the total shares beneficially owned), the beneficial owner must promptly file an amendment disclosing such change.

Public takeover bids

Public takeover bids in Belgium for the Company’s shares and other securities giving access to voting rights (such as subscription rights or convertible bonds, if any) are subject to supervision by the FSMA. Any public takeover bid must be extended to all of the Company’s voting securities, as well as all other securities giving access to voting rights. Prior to making a bid, a bidder must publish a prospectus which has been approved by the FSMA prior to publication.

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Belgium has implemented the Thirteenth Company Law Directive (European Directive 2004/25/EC of April 21, 2004) by the Belgian Act of April 1, 2007 on public takeover bids, as amended, or the Belgian Takeover Act, and the Belgian Royal Decree of April 27, 2007 on public takeover bids, as amended, or the Belgian Takeover Decree. As the Company does not, and will in the framework of this offering not be, qualify as a listed company under Belgian law (as the Company’s shares are not admitted to trading and listing on a regulated market within the European Economic Area), the requirement, provided for by the Belgian Act of April 1, 2007, to launch a mandatory bid for all of our outstanding shares and securities giving access to shares if a person, as a result of its own acquisition or the acquisition by persons acting in concert with it or by persons acting on their account, directly or indirectly holds more than 30% of the voting securities in a company that has its registered office in Belgium and of which at least part of the voting securities are traded on a regulated market or on a multilateral trading facility designated by the Belgian Royal Decree of April 27, 2007 does not apply. This may allow existing shareholders or new investors to acquire significant influence or control over the Company by acquiring the shares in the market without being required to acquire the other outstanding voting securities, as well as for all other securities that entitle the holders thereof to the subscription to, the acquisition of or conversion into voting securities.

There are several provisions of Belgian company law and certain other provisions of Belgian law, such as merger control, that may apply towards the Company and which may create hurdles to an unsolicited tender offer, merger, change in management or other change in control. These provisions could discourage potential takeover attempts that other shareholders may consider to be in their best interest and could adversely affect the market price of the shares of the Company. These provisions may also have the effect of depriving the shareholders of the opportunity to sell their shares at a premium.

In addition, pursuant to Belgian company law, the board of directors of Belgian companies may in certain circumstances, and subject to prior authorization by the shareholders, deter or frustrate public takeover bids through dilutive issuances of equity securities (pursuant to the authorized capital) or through share buy-backs (i.e. purchase of own shares). In principle, the authorization of the board of directors to increase the share capital of the Company through contributions in kind or in cash with cancellation or limitation of the preferential subscription right of the existing shareholders is suspended as of the notification to the Company by the FSMA of a public takeover bid on the securities of the Company. The general shareholders’ meeting can, however, under certain conditions, expressly authorize the board of directors to increase the capital of the Company in such case by issuing shares in an amount of not more than 10% of the existing shares at the time of such a public takeover bid. (see also “—Changes to our share capital” and “—Share capital increases by our board of directors”).

Our articles of association do not provide for any specific protective mechanisms against public takeover bids.

Squeeze-out

Pursuant to Article 7:82 of the Belgian Companies and Associations Code or the regulations promulgated thereunder, a person or legal entity, or different persons or legal entities acting alone or in concert, who own, at least 95% of the securities with voting rights in a limited liability company are entitled to acquire the totality of the securities with voting rights in that company following a squeeze-out offer. With the exception of the securities for which the owner has expressly indicated in writing that he does not wish to relinquish them, the securities not offered at the end of the procedure shall be deemed to have passed automatically to the person making a squeeze-out offer with consignment of the price.

Limitations on the right to own securities

Neither Belgian law nor our articles of association impose any general limitation on the right of non-residents or foreign persons to hold our securities or exercise voting rights on our securities other than those limitations that would generally apply to all shareholders. However, investors residing, incorporated or with an ultimate beneficiary owner based outside the European Union may have to obtain the prior approval of the Belgian Inter-Federal Screening Commission in order to hold certain important stakes of the voting rights in the Company, in each case in accordance with, and subject to, the applicable Belgian foreign investment screening regulations.

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Exchange controls and limitations affecting shareholders

There are no Belgian exchange control regulations that impose limitations on our ability to make, or the amount of, cash payments to residents of the United States. We are in principle under an obligation to report to the National Bank of Belgium certain cross-border payments, transfers of funds, investments and other transactions in accordance with applicable balance-of-payments statistical reporting obligations. Where a cross-border transaction is carried out by a Belgian credit institution on our behalf, the credit institution will in certain circumstances be responsible for the reporting obligations.

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Description of American depositary shares

American depositary shares

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent one common share (or a right to receive one common share) deposited with ING Securities Services, Inc., as custodian for the depositary. Each ADS will also represent any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Belgian law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided in the section of this prospectus titled “Where you can find additional information.”

Dividends and other distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

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Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See “Material income tax considerations”. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

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Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same

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way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

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Other distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, withdrawal and cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

When can ADSs be cancelled by the depositary?

The depositary may cancel ADSs if there are no underlying deposited securities, or those deposited securities have become apparently worthless or to the extent there are insufficient underlying deposited securities because of an increase in the number of shares represented by one ADS.

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How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Belgium and the provisions of our articles of association or similar documents, to vote or to have its agents vote the deposited shares as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

To the extent not prohibited by law or regulations, we and the depositary may, upon notice to ADS holders, agree to modify or adopt additional voting procedures from time to time.

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Fees and expenses

Holders or persons depositing or withdrawing shares, surrendering ADSs, or to whom or from whom ADSs are delivered or cancelled, must pay:			For:
$10.00 (or less) per 100 ADSs (or portion of 100 ADSs)			Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property or in relation to a change in the number of shares represented by ADSs Surrender of ADSs for the purpose of withdrawal or cancellation of ADSs, including if the deposit agreement terminates or in relation to a change in the number of shares represented by ADSs
$.10 (or less) per ADS			Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs			Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
Fees assessed from time to time, but not exceeding $.10 per ADS during any calendar year			Depositary services
Registration or transfer fees			Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary			Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes			As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities			As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect fees for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. While aggregate fees for depositary services will not exceed $.10 per ADS in a calendar year, an investor may be charged more than one such fee in a consecutive 12-month period. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

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The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.

Payment of taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and exchange offers; redemption, replacement or cancellation of deposited securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited securities.

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If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

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90 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

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we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;

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the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;

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we appear to be insolvent or enter insolvency proceedings;

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all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

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there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

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there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to ADS holders (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

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Limitations on obligations and liability

Limits on our obligations and the obligations of the depositary; limits on liability to holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;

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are not liable if we or it exercises discretion permitted under the deposit agreement;

•

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

•

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

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may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;

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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

•

the depositary has no duty to make any determination or provide any information as to our tax status, and neither we nor the depositary have any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for depositary actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

•

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

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satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

•

compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your right to receive the shares underlying your ADSs

ADS holders have the right to surrender their ADSs and withdraw the underlying shares at any time except:

•

when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;

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when you owe money to pay fees, taxes and similar charges; or

•

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct registration system

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder communications; inspection of register of holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury trial waiver

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

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SHARES AND ADSs ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common shares or the ADSs. Upon closing of this offering, we will have outstanding common shares, based on an assumed offering price of $ per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus. Future sales of ADSs in the public market after this offering, and the availability of ADSs for future sale, could adversely affect the market price of the ADSs prevailing from time to time.

Some of the common shares are subject to contractual and legal restrictions on resale as described below. There may of substantial amounts of deposits of common shares and sales of ADSs in the public market after such restrictions lapse, which could adversely affect prevailing market prices of the ADSs.

We expect ADSs, or ADSs if the underwriters exercise their option to purchase additional ADSs in full, sold in this offering will be freely transferable without restriction, except for any ADSs purchased by one or more of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sale would be subject to the Rule 144 resale restrictions described below other than the holding period requirement. We expect common shares will be subject to the contractual 180 day lock-up period described below. However, the prospect of that lock-up expiring or being terminated with the consent of representatives of the underwriters may adversely affect the prevailing market price of the ADSs and our ability to raise capital in the future.

Rule 144

In general, persons who have beneficially owned restricted common shares for at least six months, and any affiliate of the company who owns either restricted or unrestricted securities, are entitled to sell their securities without registration with the SEC and deposit the shares for delivery of ADSs under an exemption from registration provided by Rule 144 under the Securities Act, subject to certain restrictions.

Non-affiliates

Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale of the common shares, may sell an unlimited number of restricted securities under Rule 144 if:

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the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of our affiliates;

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we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

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we are current in our Exchange Act reporting at the time of sale.

Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year will be entitled to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.

Affiliates

Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the 90 days preceding, a sale of the common shares, would be subject to the restrictions described above.

They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:

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1% of the number of common shares then outstanding, which will equal approximately shares immediately after the closing of this offering based on the number of common shares outstanding as of September 30, 2025; or

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the average weekly trading volume of the ADSs on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Additionally, persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of Rule 144 described above, without regard to the six-month holding period of Rule 144, which does not apply to sales of unrestricted securities.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and in the section of this prospectus titled “Underwriting” and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

The SEC has indicated that Rule 701 will apply to typical share options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the lock-up restrictions described below, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by affiliates under Rule 144 without compliance with the holding period requirement.

Regulation S

Regulation S provides generally that sales made in offshore transactions are not subject to the registration or prospectus delivery requirements of the Securities Act.

Lock-up agreements

We expect that all of our directors and members of our executive committee and the holders of substantially all of our share capital will agree, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ADSs or any securities convertible into or exercisable or exchangeable for ADSs, enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ADSs or such other securities, or publicly disclose an intention to do any of the foregoing, for a period of 180 days after the date of this prospectus, without the prior written consent of representatives of the underwriters. See “Underwriting.”

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MATERIAL INCOME TAX CONSIDERATIONS

Material Belgian tax considerations

General

The following paragraphs are a summary of material Belgian tax consequences of the ownership of ADSs by an investor. The summary is based on laws, treaties and regulatory interpretations in effect in Belgium on the date of this document, all of which are subject to change, including changes that could have retroactive effect. In this regard, note that the Belgian federal government is planning to introduce a capital gains tax on capital gains from financial assets realized by individuals and certain legal entities (not companies). It is expected to come into force on January 1, 2026 (and would hence be applicable on in-scope capital gains realized as of this date). However, no legislation has yet been adopted as per December 31, 2025. The final scope, conditions, and implementation details of the proposed tax may still be subject to change. It is, however, expected that this capital gains tax will not apply to Belgian non-residents, such as U.S. holders. In the case the latter can claim the benefits of the Belgium-United States Tax Treaty, or the Treaty, any Belgian capital gains tax should in any event not be relevant for U.S. holders of ADSs.

The summary only discusses Belgian tax aspects which are relevant to U.S. holders of ADSs, or Holders. This summary does not address Belgian tax aspects which are relevant to persons who are residents in Belgium or engaged in a trade or business in Belgium through a permanent establishment or a fixed base in Belgium. This summary does not purport to be a description of all of the tax consequences of the ownership of ADSs and does not take into account the specific circumstances of any particular investor, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, ADSs in a position in a straddle, share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions. Investors should consult their own advisers regarding the tax consequences of an investment in ADSs in the light of their particular circumstances, including the effect of any state, local or other national laws, treaties and regulatory interpretation thereof.

In addition to the assumptions mentioned above, it is also assumed in this discussion that for purposes of the domestic Belgian tax legislation, the owners of ADSs will be treated as the owners of the common shares represented by such ADSs. However, the assumption has not been confirmed by or verified with the Belgian Tax Administration.

For the purposes of this summary, ADSs or common shares means common shares represented by ADSs. Both terms are used interchangeably.

Dividend withholding tax

As a general rule under applicable Belgian tax law as of the date of the filing of the registration statement of which this prospectus forms a part, a withholding tax of 30% is levied on the gross amount of dividends paid on or attributed to the common shares represented by the ADSs, subject to such relief as may be available under applicable domestic or tax treaty provisions. Dividends subject to the dividend withholding tax include all benefits attributed to the common shares represented by the ADSs, irrespective of their form. A reimbursement of fiscal capital made in accordance with the Belgian Companies and Associations Code is partly considered to be a distribution of the existing taxed reserves (irrespective whether incorporated into the capital or not) and/or the tax-free reserves incorporated into the capital. The proportion is determined on the basis of the ratio between certain taxed reserves and tax-free reserves incorporated into the capital on the one hand and, on the other hand, the aggregate of such reserves and the fiscal capital. In principle, fiscal capital includes paid-up statutory share capital, and subject to certain conditions, the paid-up issue premiums and the cash amounts subscribed to at the time of the issue of profit sharing certificates.

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In case of a redemption by us of own shares represented by ADSs, the redemption distribution (after deduction of the portion of fiscal capital represented by the redeemed shares) will be treated as a dividend which in certain circumstances may be subject to a withholding tax of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. In case of a liquidation of our Company, any amounts distributed in excess of the fiscal capital will be subject to a 30% withholding tax, subject to such relief as may be available under applicable domestic or tax treaty provisions.

For non-residents, the dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds ADSs in connection with a business conducted in Belgium, through a fixed base in Belgium or a Belgian permanent establishment.

The Belgian Program Act of July 18, 2025 also introduced a so-called “exit tax” that entered into force on July 29, 2025. This exit tax introduces a deemed liquidation dividend at the shareholder level in case of emigration, cross-border mergers, demergers, and similar reorganisations of a Belgian company provided that they result in assets no longer being used or retained in Belgium. This deemed dividend will be taxed as an ordinary dividend (subject to domestic or treaty reductions or exemptions as may be available).

Relief of Belgian dividend withholding tax

Under the Belgium-United States Tax Treaty, or the Treaty, there is a reduced Belgian withholding tax rate of 15% on dividends paid by us to a U.S. resident which beneficially owns the dividends and is entitled to claim the benefits of the Treaty under the limitation of benefits article included in the Treaty, or a Qualifying Holder. If such Qualifying Holder is a company that owns directly at least 10% of our voting stock, the Belgian withholding tax rate is further reduced to 5%. No withholding tax is however applicable if the Qualifying Holder, is: (i) a company that is a resident of the United States that has owned directly ADSs representing at least 10% of our capital for a 12-month period ending on the date the dividend is declared, or (ii) a pension fund that is a resident of the United States, provided that such dividends are not derived from the carrying on of a business by the pension fund or through an associated enterprise.

Under the normal procedure, we or our paying agent must withhold the full Belgian withholding tax (without taking into account the Treaty rate). Qualifying Holders may make a claim for reimbursement for amounts withheld in excess of the rate defined by the Treaty. The reimbursement form (Form 276 Div-Aut.) may be obtained online on the website of the Belgian tax authorities. Qualifying Holders may also, subject to certain conditions, obtain the reduced Treaty rate at source. Qualifying Holders should deliver a duly completed Form 276 Div-Aut. no later than ten days after the date on which the dividend is paid or attributed. U.S. holders should consult their own tax advisors as to whether they qualify for reduction in withholding tax upon payment or attribution of dividends, and as to the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or for making claims for reimbursement.

Withholding tax is also not applicable, pursuant to Belgian domestic tax law, on dividends paid to certain U.S. pension funds provided that the U.S. pension fund (i) qualifies as a non-resident saver for Belgian withholding tax purposes (i.e., it has a separate legal personality and fiscal residence outside of Belgium and without a permanent establishment or fixed base in Belgium), (ii) has a corporate purpose that consists solely in managing and investing funds collected in order to pay legal or complementary pensions, (iii) has activity that is limited to the investment of funds collected in the exercise of its statutory purpose, without any profit making activity and (iv) is exempt from income taxes in the United States. Furthermore, such pension fund may not contractually be obligated to redistribute the dividends to any beneficial owner of such dividends for whom it would manage the ADSs nor obligated to pay a manufactured dividend with respect to the ADSs under a securities borrowing transaction (save in certain particular cases as described in Belgian law) and subject to certain procedural formalities. A pension fund not holding the shares—which give rise to dividends—for an uninterrupted period of 60 days in full ownership amounts to a rebuttable presumption that the arrangement or series of arrangements which are connected to the dividend distributions, are not genuine. The withholding tax exemption will in such case be rejected, unless counterproof is provided by the OFP that the arrangement or series of arrangements are genuine.

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Additionally, pursuant to Belgian domestic tax law, dividends paid or attributed to non-resident individuals who do not use our shares in the exercise of a professional activity may be exempt from non-resident individual income tax up to the taxable amount of EUR 859 (for income year 2025—hence EUR 257.70 of non-resident individual income tax if the 30% withholding tax rate is applicable). Consequently, if Belgian withholding tax has been levied on dividends paid or attributed to our shares, such Belgian non-resident may request in his or her non-resident income tax return that any Belgian withholding tax levied on dividends up to the amount of EUR 859 (for income year 2025) be credited and, as the case may be, reimbursed. However, if no Belgian non-resident income tax return has to be filed by the non-resident individual, any Belgian withholding tax levied on dividends up to such an amount could in principle be reclaimed by filing a request thereto addressed to the designated tax official. Such a request has to be made at the latest on December 31 of the calendar year following the calendar year in which the relevant dividend(s) have been received, together with an affidavit confirming the non-resident individual status and certain other formalities which are determined by Royal Decree. For the avoidance of doubt, all dividends paid or attributed to the non-resident individual are taken into account to assess whether the maximum amount of EUR 859 (for income year 2025) is reached (and hence not only the amount of dividends paid or attributed on our shares).

Under Belgian domestic tax law, a withholding tax exemption is available to dividends paid to a non-resident corporate shareholder (located in a Member State of the European Union or in a country with which Belgium has entered in a double tax treaty including sufficient information exchange provisions) provided that (i) at the date of payment or attribution of the dividend it holds a participation in our company representing at least 10% of our share capital, (ii) this holding is held or will be held in full ownership for an uninterrupted period of at least one year, (iii) this non-resident corporate shareholder is tax resident of the country where it is established according to the tax laws of and the bilateral tax treaties established by such country, (iv) this non-resident corporate shareholder is subject to a corporate income tax regime similar to Belgian corporate income tax regime without benefitting from a tax regime that derogates from the ordinary tax regime and (v) its legal form is (similar to one of the legal forms) listed in the annex of the E.U. directive dated 2011/96/EU as amended by the directive of 8 July 2014(2014/86/EU). This reduced withholding tax will apply provided that certain procedural formalities are complied with.

Finally, a withholding tax exemption is available, pursuant to Belgian domestic tax law, to dividends paid to a non-resident corporate shareholder (located in the European Economic Area or in a country with which Belgium has entered in a double tax treaty including sufficient information exchange provisions) to the extent that at the date of payment or attribution of the dividend it holds a participation in our company representing less than 10% of our share capital but the acquisition value of which is at least €2.5 million and provided that certain other conditions are met, i.e., that (i) this holding is held or will be held in full ownership for an uninterrupted period of at least one year (ii) this non-resident corporate shareholder is subject to a corporate income tax regime similar to Belgian corporate income tax regime without benefitting from a tax regime that derogates from the ordinary tax regime, (iii) its legal form is (similar to one of the legal forms) listed in the annex I, part A, of the E.U. directive dated 30 November 2011 (2011/96/EU) as amended by the directive of 8 July 2014 (2014/86/EU) and (iv) this participation, if the company receiving the income is not a small company, is classified as a financial fixed asset. This reduced withholding tax will apply only if and to the extent that the ordinary Belgian withholding tax cannot be credited or reimbursed to the non-resident corporate shareholder referred to above and subject to certain procedural formalities.

Please note that the above withholding tax exemptions will not be applicable to dividends which are connected to an arrangement or a series of arrangements (acte juridique ou un ensemble d’actes juridiques/rechtshandeling of geheel van rechtshandelingen) for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless evidence to the contrary, that this arrangement or this series of arrangements is not genuine (non authentique/kunstmatig) and has been put in place for the main purpose or one of the main purposes of obtaining a tax benefit. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.

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Capital gains and losses

Pursuant to the Treaty, capital gains and/or losses realized by a Qualifying Holder from the sale, exchange or other disposition of ADSs do not generally fall within the scope of application of Belgian domestic tax law.

Capital gains realized on ADSs by a corporate Holder which is not entitled to claim the benefits of the Treaty under the limitation of benefits article included in the Treaty are generally not subject to taxation in Belgium unless the corporate Holder is acting through a Belgian permanent establishment or a fixed place in Belgium to which the ADSs are effectively connected. Capital losses are not deductible.

Private individual Holders who are not entitled to claim the benefits of the Treaty under the limitation of benefits article included in the Treaty and which are holding ADSs as a private investment will, as a rule, not be subject to tax on any capital gains arising out of a disposal of ADSs. Losses will, as a rule, not be deductible in Belgium.

However, if the gain realized by such individual Holders on ADSs is deemed to be realized outside the scope of the normal management of such individual’s private estate and the capital gain is obtained or received in Belgium, the gain will in principle be taxable at 33%. The Official Commentary to the ITC 1992 stipulates that occasional transactions on a stock exchange regarding ADSs should not be considered as transactions realized outside the scope of normal management of one’s own private estate.

Capital gains realized by such individual Holders on the disposal of ADSs for consideration, outside the exercise of a professional activity, to a non-resident company (or a body constituted in a similar legal form), to a foreign state (or one of its political subdivisions or local authorities) or to a non-resident legal entity who is established outside the European Economic Area, are in principle taxable at a rate of 16.5% if, at any time during the five years preceding the sale, such individual Holders has owned directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in us (that is, a shareholding of more than 25% of our shares).

Capital gains realized by a Holder upon the redemption of ADSs or upon our liquidation will generally be taxable as a dividend. See section titled “—Dividend Withholding Tax.”

Note in this respect that the Belgian federal government is planning to introduce a capital gains tax on financial assets realize by individuals and entities subject to the legal entities tax (not companies)—see also section “General” (under “Material Tax Considerations”) above. Currently, this tax would come in addition of the abovementioned taxes and in case the capital gain is considered realized in the context of a normal management of one’s own private estate. The capital gains tax would, in principle amount to 10% and would apply on capital gains realized after the entry into force of the law (expected to be January 1, 2026) and only on capital gains accrued as of this date (historical capital gains remain out of scope). Capital losses on financial assets would be deductible from capital gains realized in the same taxable year (without possibility of loss carry forward). The regime would include an exemption of the first EUR 10,000 (indexed) of capital gains on an annual basis. A special regime (a higher exemption and lower progressive rates) would apply to capital gains on substantial participations of at least 20%. Moreover, on so-called “internal capital gains”, a rate of 33% would apply. It is to be noted that the law which would introduce the above capital gains tax is also expected to abolish taxation of capital gains on shares realized by Belgian non-residents. Any such taxation should in any event not apply to U.S. holders who can claim the benefits of the Treaty.

Estate and gift tax

There is no Belgian estate tax on the transfer of ADSs upon the death of a Belgian non-resident.

Donations of ADSs made in Belgium may or may not be subject to gift tax in Belgium depending on the modalities under which the donation is carried out.

Belgian tax on stock exchange transactions

A tax on stock exchange transactions (taxe sur les opérations de bourse/taks op de beursverrichtingen) is generally levied on the purchase and the sale and on any other acquisition and transfer for consideration of

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existing ADSs on the secondary market carried out by a Belgian resident investor through a professional intermediary if (i) executed in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals having their usual residence in Belgium, or legal entities for the account of their seat or establishment in Belgium.

The applicable rate amounts to 0.35% of the consideration paid but with a cap of €1,600 per transaction and per party. The tax is due separately from each party to any such transaction, i.e., the seller (transferor) and the purchaser (transferee), both collected by the professional intermediary.

However, if the intermediary is established outside of Belgium, the tax will in principle be due by the ordering private individual or legal entity, unless that individual or entity can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Belgian representative for tax purposes, which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary.

Belgian non-residents who purchase or otherwise acquire or transfer, for consideration, ADSs in Belgium for their own account through a professional intermediary may be exempt from the tax on stock exchange transactions if they deliver a sworn affidavit to the intermediary in Belgium confirming their non-resident status.

No stock exchange tax is payable by: (i) professional intermediaries described in Article 2, 9° and 10° of the Belgian Act of August 2, 2002 acting for their own account, (ii) insurance companies described in Article 6 of the Belgian Act of 13 March 2016 on the status and control of insurance and reinsurance companies, (iii) professional retirement institutions referred to in Article 2, 1° of the Belgian Act of October 27, 2006 relating to the control of professional retirement institutions acting for their own account, (iv) collective investment institutions acting for their own account, or (v) regulated real estate companies (for the stock exchange tax only).

No stock exchange tax will thus be due by Holders on the subscription, purchase or sale of ADSs, if the Holders are acting for their own account. In order to benefit from this exemption, the Holders must file with the professional intermediary in Belgium a sworn affidavit evidencing that they are non-residents for Belgian tax purposes.

Belgian annual tax on securities accounts

Pursuant to the Belgian Act of February 17, 2021 introducing a new annual tax on securities accounts due on securities accounts held through an intermediary if the average value of the taxable financial instruments held on this securities account exceeds €1 million during a reference period of 12 consecutive months, starting on October 1st and ending on September 30th of the subsequent year.

The annual tax on securities accounts is due irrespective of whether the holder of a securities account is a physical person or a legal entity. If the holder of a securities account is a Belgian resident, the annual tax on securities accounts will be applicable both to securities accounts held in Belgium as well as securities accounts held abroad. For non-residents, only securities accounts held in Belgium fall in scope of the annual tax on securities accounts. A double tax treaty could prevent Belgium to levy the annual tax on securities accounts. Each securities account is assessed separately. The Treaty, does not apply to this tax. When multiple holders hold a securities account, each holder shall be jointly and severally liable for the payment of the tax and each holder may fulfil the declaration requirements for all holders.

Certain exemptions exist to mitigate the impact of the annual tax on securities accounts on the financial sector. As such, securities accounts held by certain financial undertakings are exempt.

All securities held on a securities account are targeted, such as shares, bonds, participations in investment funds and investment companies, but also derived products, such as index trackers, turbos, real estate certificates and cash. The rate of the annual tax on securities accounts amounts to 0.15% on securities accounts of which the average value exceeds €1 million during a reference period of 12 consecutive months. Note in this respect that the Belgian federal government is planning to increase the tax rate to 0.30% as from January 1, 2026. In order

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to avoid that the payment of the tax would result in a decrease of the average value below the €1 million threshold, the rate is limited to 10% of the difference between the taxable base and €1 million in those cases. The reference period is a subsequent period of 12 months starting on October 1 and ending September 30 of the subsequent year or (i) any earlier date when the account is closed; or (ii) the moment when the account holder becomes a resident of a state with which Belgium has concluded a tax treaty and the tax treaty allocates the taxing rights to the other state. The average value is calculated by taking the average of the securities accounts values on December 31, March 31, June 30 and September 30.

The tax must be declared and paid by the Belgian resident intermediary with whom the securities account is held. If a securities account is held with a non-resident intermediary, the holder of the securities account itself is responsible for the declaration and the payment of the annual tax on securities accounts. Alternatively, the foreign intermediary could also voluntarily appoint a recognized responsible representative in Belgium to declare and pay the tax.

In case of non-declaration, late, inaccurate or incomplete declaration, as well as non-payment or late payment, a penalty varying from 10% to 200% of the tax due can be imposed. Every holder of the securities account is jointly and severally liable to pay these penalties. The Act includes a general anti-abuse provision and specific anti-abuse provisions. Under the latter, there is a rebuttable presumption that abuse exists in case of (i) splitting of a securities account into multiple securities accounts; and (ii) the conversion of taxable financial instruments held in a securities account to nominative financial instruments (the latter out of scope of the tax).

Prospective Holders should consult their own tax advisors as to whether they are subject to the new annual tax on securities accounts.

Proposed financial transactions tax

On February 14, 2013, the European Commission published a proposal for a Directive for a common financial transactions tax, or FTT, in Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia, Estonia and Slovakia, collectively, the Participating Member States. On December 8, 2015, Estonia declared that it will no longer support the FTT.

The proposed FTT has a very broad scope and could, if introduced in its current form, apply to certain dealings in ADSs in certain circumstances. The FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in ADSs where at least one party is a financial institution, and at least one party is established in a Participating Member State.

A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad range of circumstances, including by transacting with a person established in a Participating Member State.

In June 2023, the European Commission stated that ‘the prospects of reaching an agreement’ on the FTT in the future were ‘limited’ adding there was ‘little expectation that any proposal would be agreed in the short term.’

In its 2026 Work Programme of October 21, 2025, the European Commission announced its intention to formally withdraw the Draft Directive within 6 months, on the grounds that its adoption would no longer be in the general interest in view of its adoption date, lack of progress in the legislative process, potential burden and non-alignment with the EU’s priorities. As the sole legislator in EU tax matters, the EU Council may oppose the withdrawal of said Draft Directive within 6 months. If the EU Council does not oppose it, this withdrawal would become final. Please note that this does not mean that the FTT could not be reintroduced in another form in the future.

Material U.S. federal income tax considerations for U.S. holders

The following is a description of certain material U.S. federal income tax considerations for U.S. Holders (defined below) with respect to their ownership and disposition of the ADSs. It is not a comprehensive description of all tax considerations that may be relevant to a particular person’s decision to acquire ADSs. This discussion applies

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only to a U.S. Holder that is an initial purchaser of the ADSs pursuant to the global offering and that holds the ADSs as a capital asset for tax purposes (generally, property held for investment). In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including state and local tax consequences, estate tax consequences, alternative minimum tax consequences, the potential application of the Medicare contribution tax, tax consequences of Section 451(b) of the Code (as defined below), and tax consequences applicable to U.S. Holders subject to special rules, such as:

•

banks, insurance companies, and certain other financial institutions;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

dealers or traders in securities who use a mark-to-market method of tax accounting;

•

persons holding ADSs as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to ADSs;

•

persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;

•

brokers, dealers or traders in securities, commodities or currencies;

•

tax-exempt entities or government organizations;

•

S corporations, partnerships, or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or persons that will hold the ADSs through such an entity;

•

regulated investment companies or real estate investment trusts;

•

persons who acquired the ADSs pursuant to the exercise of any employee share option or otherwise as compensation;

•

persons holding the ADSs in connection with a trade or business, permanent establishment, or fixed base outside the United States;

•

persons holding ADSs through a Belgian (or other non-U.S.) financial institution; and

•

persons who own (directly, constructively or through attribution) 10% or more (by vote or value) of our outstanding ADSs.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs and partners in such partnerships are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of ADSs.

The discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury Regulations, and the income tax treaty between Belgium and the United States, or the U.S.-Belgium Tax Treaty, all as of the date hereof, changes to any of which may affect the tax consequences described herein—possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs and is:

•

an individual who is a citizen or individual resident of the United States;

•

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.

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PERSONS CONSIDERING AN INVESTMENT IN ADSS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE ADSs, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS.

PFIC rules

A non-U.S. corporation will be classified as a PFIC for any taxable year in which, after applying certain look-through rules with respect to the income and assets of its subsidiaries, either:

•

at least 75% of its gross income is passive income (such as interest income); or

•

at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income.

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes, the equity of which we own, directly or indirectly, 25% or more (by value).

There is a significant risk that we may be a PFIC for any taxable year prior to the commercialization of our drug candidates. It is currently uncertain whether we will be treated as a PFIC for the 2026 taxable year. A separate determination must be made after the close of each taxable year as to whether we are a PFIC for that year. As a result, our PFIC status may change from year to year. In addition, any U.S. Holder who held our ADSs during any time when we were a PFIC will continue to be subject to adverse tax consequences unless certain elections (as described below) are made. Following this offering, the total value of our assets (including intangibles) for purposes of the asset test may be calculated by reference to our market capitalization, which may fluctuate considerably, particularly prior to the commercialization of any of our drug candidates. Because following this offering we will hold a substantial amount of cash (which is a passive asset), fluctuations in the market price of the ADSs may result in our being or becoming a PFIC for the current or any other taxable year. In addition, the composition of our assets will also be affected by how, and how quickly, we spend the cash we raise in this offering. Our income and PFIC status for a taxable year will also be affected by the amount of positive interest earned on our bank deposits and the characterization of other sources of gross income that we may receive. To date our only active income has been from government grants, but there can be no assurance that we will continue to receive governmental grants. Therefore, prior to the commercialization of any of our drug candidates we may be a PFIC if our interest and other investment income is substantial in comparison to our total gross income.

Our status as a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation.

Because of the uncertainties involved in determining our PFIC status, the possible volatility of our ADS price and the lack of certainty regarding our income streams, we cannot provide any assurances regarding our PFIC status in the current taxable year or any future taxable year.

If we are classified as a PFIC in any year with respect to which a U.S. Holder owns ADSs, we will continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns ADSs, regardless of whether we continue to meet the tests described above unless we cease to be a PFIC and the U.S. Holder has made a “deemed sale” election under the PFIC rules. If the “deemed sale” election is made, a U.S. Holder will be deemed to have sold the ADSs the U.S. Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described in the subsequent paragraph. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, the U.S. Holder’s ADSs with respect to which such election was made will not be treated as shares in a PFIC and the U.S. Holder will not be subject to the rules described below with respect to any “excess distribution” the U.S. Holder receives from us or any gain from an actual sale or other disposition of ADSs.

For each taxable year that we are treated as a PFIC with respect to a U.S. Holder, such U.S. Holder will generally be subject to special tax rules with respect to any “excess distribution” such U.S. Holder receives and any gain such U.S. Holder recognizes from a sale or other disposition of the ADSs. Distributions a U.S. Holder receives in a

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taxable year to the extent greater than 125% of the average annual distributions a U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for ADSs will be treated as an excess distribution. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over a U.S. Holder’s holding period for the ADSs;

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income; and

•

the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs cannot be treated as capital, even if a U.S. Holder holds the ADSs as capital assets.

Certain elections may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment of the ADSs. If a U.S. Holder makes an effective “qualified electing fund” election, or QEF Election, for our first taxable year as a PFIC in which the U.S. Holder owns our ADSs, the U.S. Holder will be required to include in gross income each year, whether or not we make distributions, as long-term capital gains, such U.S. Holder’s pro rata share of our net capital gains and, as ordinary income, such U.S. Holder’s pro rata share of our earnings in excess of our net capital gains, on a current basis. However, a U.S. Holder can only make a QEF Election with respect to interests in a PFIC if such company agrees to furnish such U.S. Holder with certain tax information annually. If we determine that we are a PFIC in any taxable year, we intend to make available to U.S. Holders a “PFIC Annual Information Statement” (as described in U.S. Treasury Regulations Section 1.1295-1(g)) with respect to the company for such taxable year, although no assurance is given in this regard.

If a U.S. Holder makes a QEF election for a taxable year after our first taxable year as a PFIC in which the U.S. Holder owned our ADSs, the excess distribution regime described above, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply, unless the U.S. Holder makes a deemed sale election, as described above. A QEF election is made on an individual basis and, once made, can be revoked only with the consent of the U.S. Internal Revenue Service, or IRS. A retroactive QEF elections generally may be made only if a protective statement was timely filed and certain other conditions are met, or with the consent of the IRS.

Alternatively, U.S. Holders can avoid the interest charge on excess distributions or gain relating to ADSs by making a mark-to-market election with respect to the ADSs, provided that the ADSs are “marketable.” ADSs will be marketable if they are “regularly traded” on certain U.S. stock exchanges or on a foreign stock exchange that meets certain conditions. For these purposes, the ADSs will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have meeting this trading requirement as one of their principal purposes will be disregarded and/or may be disregarded under of their anti-abuse rules. We intend to list the ADSs on the Nasdaq Global Market, which is a qualified exchange for these purposes. Each U.S. Holder should consult its tax advisor as to the whether a mark-to-market election is available or advisable with respect to ADSs.

A U.S. Holder that makes a mark-to-market election with respect to the ADSs must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of the ADSs at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the ADSs. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. Holder’s adjusted basis in the ADSs over the fair market value of the ADSs at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains for prior years. Gains from an actual sale or other disposition of ADSs will be treated as ordinary income, and any losses incurred on a sale or other disposition of the shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years. Once made, the election cannot be revoked without the consent of the IRS unless the ADSs cease to be marketable.

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Unless otherwise provided by the U.S. Treasury, each U.S. shareholder of a PFIC is required to make an annual filing containing such information as the U.S. Treasury may require. U.S. Holders should consult their tax advisors regarding the requirements of filing such information returns under these rules.

WE STRONGLY URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF OUR PFIC STATUS ON YOUR INVESTMENT IN THE ADSs AS WELL AS THE APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN THE ADSs.

Taxation of distributions

Subject to the discussion above under “PFIC rules,” distributions paid on ADSs, other than certain pro rata distributions of ADSs, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not intend to calculate our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Non-corporate U.S. Holders may qualify for the current preferential rates of taxation applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year) applicable to “qualified dividend income” with respect to dividends on the ADSs. However, the qualified dividend income treatment will only apply if (1) we are not treated as (and are not treated with respect to a U.S. Holder as) a PFIC in the taxable year in which the dividend is paid or in the preceding taxable year and (2) either (i) the ADSs are readily tradable on an established securities market in the United States or (ii) we are eligible for the benefits of a comprehensive tax treaty with the U.S. that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program. The ADSs are intended to be listed on NASDAQ, which is an established securities market in the United States, and we expect the ADSs to be readily tradable on NASDAQ. However, there can be no assurance that the ADSs will be considered readily tradable on an established securities market in the United States in future years. We are incorporated under the laws of Belgium, and we believe that we qualify as a resident of Belgium for purposes of, and are eligible for the benefits of the U.S.-Belgium Tax Treaty, although there can be no assurance in this regard. The preferential tax rate on dividends paid to a non-corporate U.S. Holder is subject to limitations based on the U.S. Holder’s circumstances. Any Belgian tax on stock exchange transactions (as discussed above under “Material Belgian Tax Considerations—Belgian tax on stock exchange transactions”) generally will not be creditable.

The amount of any dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will generally be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend. The amount of any dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Such gain or loss would generally be treated as U.S.-source ordinary income or loss.

Subject to applicable limitations, some of which may vary depending upon your circumstances, Belgian income taxes withheld from dividend payments on shares at a rate not exceeding an applicable rate under the U.S.-Belgium Tax Treaty will be creditable against your U.S. federal income tax liability. Belgian income taxes withheld in excess of the applicable rate under the U.S.-Belgium Tax Treaty will not be eligible for credit against your U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should therefore consult their tax advisors regarding the effect of the receipt of dividends for foreign tax credit limitation purposes. For example, Treasury regulations provide that, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for non-U.S. income taxes to be creditable, the relevant non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Belgian income tax system meets these requirements. However, the IRS released notices that indicate that the Treasury Department and the IRS are considering amendments to these Treasury regulations and provide relief from certain of their provisions for taxable years ending before the date that a notice or other

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guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). You should consult your tax advisor regarding the creditability of Belgian taxes in your particular circumstances. In lieu of claiming a credit, you may be able to elect to deduct Belgian taxes in computing your taxable income, subject to applicable limitations. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all otherwise creditable non-U.S. taxes paid or accrued in the taxable year.

Sale or other taxable disposition of ADSs

Subject to the discussion above under “PFIC rules,” gain or loss realized on the sale or other taxable disposition of ADSs will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ADSs disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations.

If the consideration received by a U.S. Holder is not paid in U.S. dollars, the amount realized will be the U.S. dollar value of the payment received determined by reference to the spot rate of exchange on the date of the sale or other disposition. However, if the ADSs are treated as traded on an “established securities market” and you are either a cash basis taxpayer or an accrual basis taxpayer that has made a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), you will determine the U.S. dollar value of the amount realized in a non-U.S. dollar currency by translating the amount received at the spot rate of exchange on the settlement date of the sale. If you are an accrual basis taxpayer that is not eligible to or does not elect to determine the amount realized using the spot rate on the settlement date, you will recognize foreign currency gain or loss to the extent of any difference between the U.S. dollar amount realized on the date of sale or disposition and the U.S. dollar value of the currency received at the spot rate on the settlement date.

Information reporting and backup withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding on a duly executed IRS Form W-9 or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Information with respect to foreign financial assets

Certain U.S. Holders who are individuals (and, under regulations, certain entities) may be required to report information relating to the ADSs, subject to certain exceptions (including an exception for ADSs held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their ownership and disposition of the ADSs.

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UNDERWRITING

We are offering the ADSs described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Leerink Partners LLC and Van Lanschot Kempen (USA) Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of ADSs listed next to its name in the following table:

Name			Number of ADSs
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Leerink Partners LLC
Van Lanschot Kempen (USA) Inc.
Total

The underwriters are committed to purchase all the ADSs offered by us if they purchase any ADSs. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the ADSs directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per ADS. Any such dealers may resell ADSs to certain other brokers or dealers at a discount of up to $ per ADS from the initial public offering price. After the initial offering of the ADSs to the public, if all of the ADSs are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of any ADSs made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to additional ADSs from us to cover sales of ADSs by the underwriters which exceed the number of ADSs specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional ADS. If any ADSs are purchased with this option to purchase additional ADSs, the underwriters will purchase ADSs in approximately the same proportion as shown in the table above. If any additional ADSs are purchased, the underwriters will offer the additional ADSs on the same terms as those on which the ADSs are being offered.

The underwriting fee is equal to the public offering price per ADS less the amount paid by the underwriters to us per ADS. The underwriting fee is $ per ADS. The following table shows the per ADS and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional ADSs.

Without
option to
purchase
additional
ADSs
exercise

With full
option to
purchase
additional
ADSs
exercise

Per Share

Total

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ . We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, Inc. of up to $ .

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A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of ADSs to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Securities and Exchange Commission a registration statement under the Securities Act relating to, any common shares or ADSs or securities convertible into or that represents the right to receive common shares or ADSs, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common shares or ADSs or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of common shares, ADSs or such other securities, in cash or otherwise), in each case without the prior written consent of the representatives of the underwriters for a period of 180 days after the date of this prospectus, other than the ADSs to be sold in this offering.

The restrictions on our actions, as described above, do not apply to certain transactions, including:

i. the issuance of common shares or ADSs or securities convertible into or exercisable for common shares or ADSs pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of Restricted Stock Units, or RSUs, (including net settlement), in each case outstanding on the date of the underwriting agreement and described in this prospectus;

ii. grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance of common shares or ADSs or securities convertible into or exercisable or exchangeable for common shares or ADSs (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of this offering and described in this prospectus, provided that such recipients enter into a lock-up agreement with the underwriters;

iii. our filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the underwriting agreement and described in this prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction.

Our directors and executive officers, and substantially all of our shareholders, such persons, the lock-up parties, have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 180 days after the date of this prospectus, such period, the restricted period, may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of the representatives of the underwriters (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any common shares or ADSs or any securities convertible into or exercisable or exchangeable for our common shares or ADSs (including, without limitation, common shares or ADSs or such other securities which may be deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant, collectively with the common shares and ADSs, the lock-up securities), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any lock-up securities, or (4) publicly disclose the intention to do any of the foregoing. Such persons or entities have further acknowledged that these undertakings preclude them from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or

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intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (by any person or entity, whether or not a signatory to such agreement) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of lock-up securities, in cash or otherwise.

The restrictions described in the immediately preceding paragraph and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers or dispositions of lock-up securities: (i) as a bona fide gift or gifts, as a charitable contribution or for bona fide estate planning purposes, (ii) by will or intestacy or any other testamentary document, (iii) to any trust for the direct or indirect benefit of the lock-up party or any immediate family member, or if the lock-up party is a trust, to a trustor, trustee (or co-trustee) in their capacity as trustee (or co-trustee, as applicable) or beneficiary of the trust or to the estate of a beneficiary of such trust, (iv) to a corporation, partnership, limited liability company, investment fund, or other entity (A) of which the lock-up party and/or its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests or (B) controlled by, or under common control with, the lock-up party or the immediate family of the lock-up party, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv), (vi) in the case of a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the lock-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the lock-up party or its affiliates (including, for the avoidance of doubt, where the lock-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution to limited partners, members or shareholders of the lock-up party; (vii) by operation of law, (viii) to us (or a person designated by us) from a member of our personnel (as such term is defined in article 1:27 of the Belgian Companies and Associations Code) upon death, disability or termination of employment of such member, (ix) as part of a sale of lock-up securities acquired in this offering or acquired in open market transactions after the pricing of this offering, provided that the lock-up party is not an officer or director of the company, (x) to a third party in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase common shares or ADSs (including “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments, (xi) pursuant to (A) acceptance of a general tender offer for all or a substantial part of our share capital or (B) the giving of an irrevocable commitment to accept such a tender offer, each of which is approved by our board of directors and made to all shareholders involving a change in control, provided that if such transaction is not completed, all such lock-up securities would remain subject to the restrictions in the immediately preceding paragraph, or (xii) to an immediate family of the lock-up party; (b) exercise of the options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in this prospectus, provided that any lock-up securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the immediately preceding paragraph; (c) the conversion of outstanding preferred shares, warrants to acquire preferred shares, or convertible securities into common shares or ADSs or warrants to acquire common shares or ADSs, provided that any common shares or ADSs or warrant received upon such conversion would be subject to restrictions similar to those in the immediately preceding paragraph; (d) deposit common shares with the depositary, in exchange for the issuance of ADSs, or cancel ADSs in exchange for the delivery of common shares; provided that such ADSs or common shares delivered pursuant to this clause (d) held by the lock-up party shall remain subject to restrictions similar to those in the immediately preceding paragraph; and (e) the establishment or modification by lock-up parties of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of lock-up securities during the restricted period, provided that if a filing under the Exchange Act or other public announcement is required, such announcement or filing shall include a statement to the effect that no transfer of lock-up securities may be made under such Rule 10b5-1 trading plan during the restricted period.

The representatives of the underwriters, in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

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We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We have applied to have the ADSs approved for listing/quotation on the Nasdaq Global Market under the symbol “AGMB”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling ADSs in the open market for the purpose of preventing or retarding a decline in the market price of the ADSs while this offering is in progress. These stabilizing transactions may include making short sales of ADSs, which involves the sale by the underwriters of a greater number of ADSs than they are required to purchase in this offering, and purchasing ADSs on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional ADSs referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional ADSs, in whole or in part, or by purchasing ADSs in the open market. In making this determination, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market compared to the price at which the underwriters may purchase ADSs through the option to purchase additional ADSs. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADS in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase ADSs in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ADSs, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase ADSs in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those ADSs as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the ADSs or preventing or retarding a decline in the market price of the ADSs, and, as a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq Global Market, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common shares or the ADSs. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded ADSs of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for the ADSs, or that the ADSs will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the

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applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Notice to prospective investors in Canada

The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to prospective investors in the European economic area

In relation to each Member State of the European Economic Area, or, each, a Relevant State, no ADSs have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of ADSs may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

provided that no such offer of ADSs shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. and each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any ADSs being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial

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intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to ADSs in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to prospective investors in the United Kingdom

No ADSs have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the ADSs which has been approved by the Financial Conduct Authority, except that the ADSs may be offered to the public in the United Kingdom at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of underwriters for any such offer; or

provided that no such offer of the ADSs shall require the Issuer or any Underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the ADSs in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the ADSs in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Switzerland

This prospectus does not constitute an offer to the public or a solicitation to purchase or invest in any ADSs. No ADSs have been offered or will be offered to the public in Switzerland, except that offers of ADSs may be made to the public in Switzerland at any time under the following exemptions under the Swiss Financial Services Act, or FinSA:

(a) to any person which is a professional client as defined under the FinSA;

(b) to fewer than 500 persons (other than professional clients as defined under the FinSA), subject to obtaining the prior consent of representatives for any such offer; or

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(c) in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,

provided that no such offer of ADSs shall require the Company or any underwriter to publish a prospectus pursuant to Article 35 FinSA.

The ADSs have not been and will not be listed or admitted to trading on a trading venue in Switzerland.

Neither this document nor any other offering or marketing material relating to the ADSs constitutes a prospectus as such term is understood pursuant to the FinSA and neither this document nor any other offering or marketing material relating to the ADSs may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to prospective investors in Israel

In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase ADSs under the Israeli Securities Law, 5728—1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728—1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed Investors”); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728—1968, subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. We have not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728—1968. We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for the ADSs to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728—1968. In particular, we may request, as a condition to be offered ADSs, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728—1968 and the regulations promulgated thereunder in connection with the offer to be issued ADSs; (iv) that the ADSs that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728—1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728—1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.

Notice to prospective investors in Qatar

In the State of Qatar, the offer contained in this prospectus is made on an exclusive basis to the specifically intended recipient thereof, upon that person's request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of the ADSs to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Center Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in the State of Qatar on a need to know basis for the purpose of evaluating the offering. Any distribution of this prospectus by the recipient to third parties in the State of Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

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EXPENSES OF THIS OFFERING

Set forth below is an itemization of the total expenses, excluding the underwriting discounts and commissions, which are expected to be incurred in connection with the sale of ADSs in this offering. With the exception of the registration fee payable to the SEC, Nasdaq initial listing fee and the filing fee payable to Financial Industry Regulatory Authority, Inc., or FINRA, all amounts are estimates.

Expense			Amount
SEC registration fee			$13,810.00
Nasdaq initial listing fee			*
FINRA filing fee			15,500.00
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Miscellaneous costs			*
Total			$ *

* To be filed by amendment.

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LEGAL MATTERS

The validity of our common shares and the ADSs and certain other matters of U.S. federal law and Belgian law will be passed upon for us by Goodwin Procter LLP and Baker McKenzie BV/SRL, respectively. Certain legal matters of U.S. federal law and Belgian law will be passed upon for the underwriters by Davis Polk & Wardwell LLP and Clifford Chance LLP, respectively.

EXPERTS

The financial statements as of December 31, 2024 and 2023 and for the years then ended included in this Prospectus have been so included in reliance on the report of PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The registered business address of PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL is Culliganlaan 5, 1831 Diegem, Belgium.

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Enforcement of civil liabilities

We are a Belgian limited liability company organized and existing under the laws of Belgium, and our registered offices and the majority of our assets are located outside of the United States. In addition, the majority of our directors and members of our executive committee and the experts named herein are residents of jurisdictions other than the United States. As a result, it may be difficult or not possible for you to (i) obtain jurisdiction over these non U.S. individuals or our company in U.S. courts in actions predicated on the civil liability provisions of the U.S. federal or state securities laws, (ii) effect service of process within the United States upon these non U.S. individuals or our company, (iii) enforce judgments obtained in U.S. courts against these non U.S. individuals or our company in courts outside the United States, including Belgian courts, (iv) enforce against these non U.S. individuals and our company (as the case may be, in a Belgian court), whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. federal or state securities laws.

The United States currently does not have a treaty with Belgium providing for the reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. Consequently, a final judgment rendered by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state securities laws, would not automatically be enforceable in Belgium. Actions for the recognition and enforcement of judgments of U.S. courts are regulated by Articles 22 to 25 of the 2004 Belgian Code of Private International Law, as amended from time to time. Recognition or enforcement does not imply a review of the merits of the case and is irrespective of any reciprocity requirement. A U.S. judgment will, however, not be recognized or declared enforceable in Belgium unless (in addition to compliance with certain technical provisions) the Belgian courts are satisfied that:

•

the effect of the recognition or enforcement of judgment is not manifestly incompatible with Belgian public order;

•

the judgment did not violate the rights of defense of the defendant;

•

the judgment is not subject to further recourse under U.S. law;

•

the judgment is not incompatible with a judgment rendered in Belgium or with a prior judgment rendered abroad that might be recognized in Belgium;

•

the claim was not filed outside Belgium after a claim was filed in Belgium, if the claim filed in Belgium relates to the same parties and the same subject and is still pending

•

the Belgian courts did not have exclusive jurisdiction to rule on the matter;

•

the U.S. court did not accept its jurisdiction solely on the basis of either the presence of the plaintiff or the location of goods not directly linked to the dispute in the United States;

•

the judgment did not relate to the validity, operation, dissolution, or liquidation of a legal entity that has its main seat in Belgium at the time of the petition of the U.S. court;

•

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•

In addition, with regard to the enforcement through legal proceedings in Belgium of any claim (including the exequatur of foreign court decisions in Belgium), a registration tax at the rate of 3% (to be calculated on the total amount that a debtor is ordered to pay) is due, if the sum of money which the debtor is ordered to pay by a Belgian court judgment, or by a foreign court judgment that is either (i) automatically enforceable and registered in Belgium or (ii) rendered enforceable by a Belgian court, exceeds €12,500. A stamp duty is payable for each original copy of an enforcement judgment rendered by a Belgian court, with a maximum of €1,450. The debtor is also liable for the payment of the registration tax.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the ADSs offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement and the exhibits and schedules to the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits and schedules for that information. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon closing of this offering, we will be subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers, like us, that file electronically with the SEC. We maintain a corporate website at www.agomab.com. Information contained in, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and consolidated financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Report of independent registered public accounting firm					F-2
	Consolidated statement of profit or loss and other comprehensive income or loss					F-3
	Consolidated statement of financial position					F-5
	Consolidated statement of changes in equity					F-6
	Consolidated statement of cash flows					F-7
	Notes to the consolidated financial statements					F-8

Index to Unaudited Condensed Consolidated Financial Statements

	Unaudited condensed consolidated statement of profit or loss					F-45
	Unaudited condensed consolidated statement of comprehensive income or loss					F-46
	Unaudited condensed consolidated statement of financial position					F-47
	Unaudited condensed consolidated statement of changes in equity					F-48
	Unaudited condensed consolidated statement of cash flows					F-49
	Notes to the unaudited condensed consolidated financial statements					F-50

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of AgomAb Therapeutics NV

Opinion on the financial statements

We have audited the accompanying consolidated statements of financial position of AgomAb Therapeutics NV and its subsidiaries (the “Company”) as of December 31, 2024 and December 31, 2023, and the related consolidated statements of profit or loss, of comprehensive income or loss, of changes in equity, and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Diegem, Belgium, October 27, 2025

PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL
Represented by

/s/ Didier Delanoye
Statutory Auditor

We have served as the Company’s auditor since 2021.

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Consolidated statement of profit or loss

		For the year ended December 31
(in thousands of €)	Notes	2024		2023
Research and development expenses	7.1		(39,310)		(26,311)
General and administrative expenses	7.1		(10,133)		(6,097)
Total operating expenses			(49,443)		(32,408)
Other operating income	7.4		1,422		1,218
Operating loss			(48,021)		(31,190)
Changes in fair value of financial liabilities	23.1		848		18,964
Financial expenses	7.3		(357)		(86)
Financial income	7.3		1,267		303
Loss before taxes			(46,263)		(12,009)
Income tax (expense)/income	8		(4)		619
Loss for the year			(46,267)		(11,390)
Weighted average number of common shares outstanding	9		25,000		25,000
Basic and diluted loss per share (in thousands of €)	9		(2.31)		(0.77)

The accompanying notes form an integral part of these Consolidated Financial Statements.

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Consolidated statement of comprehensive income or loss

		For the year ended December 31
(in thousands of €)	Notes	2024		2023
Loss for the year*			(46,267)		(11,390)
Items that may be reclassified to profit or loss
Foreign currency translation differences			(10)		—
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit obligations	21		(73)		—
Other comprehensive loss for the period, net of tax			(83)		—
Total comprehensive loss for the year*			(46,350)		(11,390)

The loss and total comprehensive loss for the year are fully attributable to the owners of the parent

The accompanying notes form an integral part of these Consolidated Financial Statements.

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Consolidated statement of financial position

			For the year ended per December 31
(In thousands of €)	Notes		2024		2023
Assets
Non-current assets
Intangible assets		11		20,110		20,110
Goodwill		10		8,612		8,612
Property, plant and equipment		13		619		—
Right-of-use assets		12		1,373		1,606
Other financial assets				12		14
Other non-current assets		14		1,787		1,444
Total non-current assets				32,513		31,785
Current assets
Other current assets		15		2,386		17,071
Cash and cash equivalents		16		171,459		122,402
Total current assets				173,845		139,474
Total assets				206,358		171,259
Equity
Share capital		17		223,072		174,711
Share premium reserve		17		76,634		42,939
Accumulated loss		17		(119,181)		(72,831)
Share-based payment reserves		19		8,522		7,452
Other reserves		17		(966)		(837)
Equity attributable to the owners of the parent				188,081		151,435
Total equity				188,081		151,435
Liabilities
Non-current liabilities
Non-current lease liabilities		12		1,272		1,439
Contingent consideration		22		7,879		7,500
Total non-current liabilities				9,151		8,939
Current liabilities
Current lease liabilities		12		273		181
Anti-dilutive warrants		18		—		1,226
Trade and other payables		20		8,052		8,282
Deferred income and accrued charges		20		801		1,196
Total current liabilities				9,126		10,885
Total liabilities				18,277		19,824
Total equity and liabilities				206,358		171,259

The accompanying notes form an integral part of these Consolidated Financial Statements.

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Consolidated statement of changes in equity

(In thousands of €)	Share capital		Share premium reserve		Accumulated loss		Translation reserve		Actuarial losses		Share-based payment reserve		Other reserves		Equity attributable to owners of the Company		Total equity
Balance at January 1, 2023		110,412		12,368		(61,440)		—		—		5,293		(385)		66,248		66,248
Loss for the year		—		—		(11,390)		—		—		—		—		(11,390)		(11,390)
Other comprehensive income		—		—				—		—		—		—		—		—
Total comprehensive loss for the year		—		—		(11,390)		—		—		—		—		(11,390)		(11,390)
Increase of capital		64,300		30,571		—		—		—		—		—		94,871		94,871
Share-based payments		—		—		—		—		—		2,159		—		2,159		2,159
Transaction costs to be deducted from equity (IAS 32)		—		—		—		—		—		—		(453)		(453)		(453)
Balance at December 31, 2023		174,712		42,939		(72,831)		—		—		7,452		(837)		151,435		151,435
Loss for the year		—		—		(46,267)										(46,267)		(46,267)
Other comprehensive income		—		—		—		(10)		(73)						(83)		(83)
Total comprehensive loss for the year		—		—		(46,267)		(10)		(73)		—		—		(46,350)		(46,350)
Increase of capital		48,360		33,695		—		—				—		—		82,055		82,055
Share-based payments		—		—		—		—				1,070		—		1,070		1,070
Transaction costs to be deducted from equity (IAS 32)		—		—		—		—				—		(129)		(129)		(129)
Balance at December 31, 2024		223,072		76,634		(119,098)		(10)		(73)		8,522		(966)		188,081		188,081

The accompanying notes form an integral part of these Consolidated Financial Statements.

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Consolidated statement of cash flows

	For the year ended per December 31
(In thousands of €)	2024		2023
Net income/(loss) for the year		(46,267)		(11,390)
Adjustments for non-cash items:
Current Income tax expense (income)		4		3
Deferred income tax expense (income)		—		(622)
Fair value (gain) loss on financial liabilities		(848)		(18,964)
Depreciation & amortization		311		99
Share-based payment expenses		1,071		2,159
Net foreign exchange losses (gains)		231		—
Interest expense		77		86
Interest income		(1,218)		(303)
Operating cash flows before movements in working capital		(46,640)		(28,932)
movements in working capital:
Decrease/(increase) in other current assets		(315)		1,343
Decrease/(increase) in other non-current assets		(342)		(331)
Increase/(decrease) in trade and other payables		(230)		3,686
Increase/(decrease) in deferred income		(395)		(580)
Income taxes paid		(4)		(3)
Interest paid		(10)		(20)
Interest received		1,106		245
Net cash flow from /(used in) operating activities		(46,828)		(24,592)
Purchases of property, plant and equipment		(675)		—
Purchase of investments – term account		—		40,000
Net cash flow from /(used in) investing activities		(675)		40,000
Repayment of lease liabilities		(163)		(100)
Proceeds from capital increase		97,055		79,871
Share issue costs		(129)		(453)
Other financial expense, net		—		6
Net cash flow from /(used in) financing activities		96,762		79,324
Net increase/(decrease) in cash and cash equivalents		49,260		94,732
Cash and cash equivalents at beginning of year		122,402		27,670
Effect of foreign exchange rate changes		(204)		—
Cash and cash equivalents at end of year		171,459		122,402

The accompanying notes form an integral part of these Consolidated Financial Statements.

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Notes to the consolidated financial statements

1. Corporate information

Agomab Therapeutics NV (further referred to as “the Company”) is a limited liability company incorporated and domiciled in Belgium. The registered office is located at 1/6 Posthoflei, 2600 Antwerp, Belgium.

The Company has two fully owned subsidiaries, Agomab Spain S.L.U (further referred as ‘Agomab Spain’ and formerly known as Origo Biopharma, S.L.) and a subsidiary within the United States of America (the “US”), Agomab US, Inc. (further referred to as “Agomab US”), established on May 31, 2024. The Company, its Spanish and US subsidiaries (together referred to as the “Group”) are clinical-stage biopharmaceutical companies focused on developing novel disease-modifying therapies for immunology and inflammatory diseases. The Group is active primarily in Europe.

The consideration transferred to acquire Agomab Spain amounted to €24.3 million and includes a contingent consideration with a fair value at acquisition date (December 14, 2021) of €3.95 million (see note 22), in-process R&D of €18.6 million (see note 11) and a goodwill of €8.6 million (see note 10).

Information on other related party transactions is provided in note 25.

The Consolidated Financial Statements under IFRS Accounting Standards (further referred to as “the consolidated financial statements”) of the Group for the year ended December 31, 2024, were authorized for issue in accordance with a resolution of the directors on October 27, 2025.

2. Material accounting policies

2.1. Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements have been prepared on a historical cost basis, except for derivative instruments, defined benefit pension plan assets and contingent consideration, that are measured on the basis of fair value (see note 23). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. All financial assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•

Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities;

•

Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement, is directly or indirectly observable; or

•

Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is, unobservable.

The financial statements are presented in thousands of euros and all currency amounts are rounded to the nearest thousands, except where otherwise indicated.

The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented and by all Group entities if applicable in the respective years.

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The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgment and estimates have been made in preparing the financial statements and their effect are disclosed in note 4.

2.2. Summary of material accounting policies

2.2.1. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries–see note 6). Control is achieved when the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries incorporated, acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

2.2.2 Foreign Currency Transactions

2.2.2.1 Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in EUR (€), which is the Company’s functional and presentation currency.

2.2.2.2 Foreign currency transactions

Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing on the reporting date. Gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction or, for those stated at fair value, at the dates the fair value was determined. Translation of the results and financial position of foreign operations.

2.2.2.3 Translation of the results and financial position of foreign operations

The results and financial position of foreign operations (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

•

assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

•

income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

•

all resulting exchange differences are recognized in other comprehensive income; and

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•

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.2.3. Taxation

The current tax payable is based on the taxable profit for the year. Taxable profit differs from the net result as reported in the statement of profit or loss for the period as there are some items which may never be taxable or deductible for tax and other items which may be deductible or taxable in other periods. The Company’s liability for current tax is calculated based on the tax laws enacted or substantively enacted by the end of the reporting period.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized on deductible temporary differences and on the carry-forward of unused tax losses and tax credits only to the extent that it is probable that taxable profits will be available in the foreseeable future. Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. The carrying amount of the deferred tax assets are reviewed at each reporting date.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

2.2.4. Goodwill

Goodwill represents the future economic benefits arising from intangible assets acquired in a business combination that are not individually identified and separately recognized. Such benefits include future synergies expected from the combination recognized as a result of the purchase price allocation. Agomab Spain brings a dedicated pipeline of organ-restricted small molecule drug candidates targeting the transforming growth factor beta (TGF-β) pathway. The synergies are stemming from the potential additional commercial revenue expected from these products upon regulatory and marketing approvals.

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 net amount of assets and liabilities).

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortized and annually (i.e., in the fourth quarter) tested for impairment at cash generating unit (CGU) level. The Group distinguishes two CGU’s, being Agomab Spain and Agomab Therapeutics NV. The goodwill has been allocated in full to the CGU “Agomab Spain” as it is the level at which the synergies from the combination are expected to materialize. The recoverable amount of the Agomab Spain CGU is based on its value in use, i.e. net present value of the expected future cash flows. No impairment was recorded as the recoverable amount is not lower than the carrying amount of the CGU. The pre-tax discount rates are derived from the Company’s weighted average cost of capital, taking into account the cost of equity and debt, to which specific market-related premium adjustments are made. When the recoverable amount of the goodwill is less than its carrying amount, an impairment loss is recognized immediately in the income statement which cannot be subsequently reversed.

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2.2.5. Intangible assets

2.2.4.1. Research and Commercialization license

The Company has entered into a research and commercialization license agreement for certain third-party patent rights and know-how. The license agreement is a non-exclusive, worldwide milestone-free and royalty-free research license grant under third-party intellectual property (IP) for the sole purpose of researching anti-MET SIMPLE Antibodies in the field. The third-party grants a worldwide, exclusive, sublicensable license under the third-party IP to research, develop, manufacture, use and sell, licensed products in the field. The license agreement expires on the last to expire third-party patent right and cannot be terminated by either party other than for cause or due to insolvency.

The license is received in exchange for a profit share certificate. The license is considered a right-to-use license and meets the definition of an intangible asset as the license rights obtained are identifiable, i.e., both separable and arising from contractual or legal rights.

The profit share certificate was immediately vested as at the effective date of the research and commercialization license agreement and correspondingly, an intangible asset is recognized equal to the fair value of the profit share certificate at grant date. The intangible asset will not be subsequently remeasured, although the number of equity instruments to be issued upon exercise may vary as a result of the continued development efforts by the Company on their product pipeline and other events, independent of the third-party license. We also refer to note 2.2.8.2 for further details.

The license will be amortized as from the moment one or more products that uses the license are available for use (i.e., when regulatory approval is obtained to launch the product on the market). Intangible assets not available for use and hence not subject to amortization, are tested annually for impairment or if there is an indication that an asset may be impaired. External indicators may be: market value declines, overall macro-economic climate, increase in market interest rates and a decrease of the Group’s market capitalization below its net assets. Internal indicators could be negative outcome of R&D and issues identified with the corresponding intellectual property.

2.2.4.2. In-process research and development

Internally generated research and development

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally generated intangible asset arising from development is recognized to the extent that all the following conditions for capitalization have been satisfied:

•

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

•

its intention to complete the intangible asset and use or sell it;

•

its ability to use or sell the intangible asset;

•

how the intangible asset will generate probable future economic benefits;

•

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

•

its ability to measure reliably the expenditure attributable to the intangible asset during its development.

The above recognition criteria are only met when a regulatory filing has been made in a major market and the approval from the regulators is considered as highly probable. Where no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred. All costs incurred to legally protect the intellectual property of the Group on research and development activities not qualifying for recognition as an intangible asset, are also expensed as incurred.

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The amount initially recognized for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Acquired research and development

The fair value of the in-process research and development projects acquired via the acquisition of Agomab Spain are capitalized and accounted for as intangible assets not yet ready for use until:

•

the underlying project receives regulatory approval, at which point the intangible asset will be accounted for as a definite-lived intangible asset; or

•

discontinuation, at which point the intangible asset will be written off.

Research and development costs incurred subsequent to the acquisition are expensed as incurred. In-process R&D assets are tested annually for impairment or if there is an indication that an in-process R&D asset is impaired when the recoverable amount is lower than the carrying amount at CGU level. The Group distinguishes two CGU’s, being Agomab Spain and Agomab Therapeutics NV. As the related R&D projects are not expected to generate cash inflows independently from the CGU (i.e. Agomab Spain), the in-process R&D has been fully allocated to the Agomab Spain CGU. The recoverable amount of the Agomab Spain CGU is based on its value in use, i.e. net present value of the expected future cash flows. No impairment was recorded as the recoverable amount is not lower than the carrying amount of the CGU. The pre-tax discount rates are derived from the Company’s weighted average cost of capital, taking into account the cost of equity and debt, to which specific market-related premium adjustments are made. When the recoverable amount of the in-process R&D is less than its carrying amount, an impairment loss is recognized immediately in the income statement which could be potentially subsequently reversed.

2.2.5. Financial assets

The Company has only financial assets measured at amortized cost. Those include cash and cash equivalents, other financial assets, and non-current assets (i.e., trade receivables and other receivables).

Cash and cash equivalents comprise cash at banks, on-hand and short-term highly liquid deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Other financial assets comprise cash balances that are not available for use by the Company (i.e., guarantees) and deposit accounts with an original maturity of more than three months.

Trade receivables are initially measured at the transaction price and are subsequently measured at amortized cost using the effective interest rate method, less any loss allowance.

2.2.5.1. Impairment of financial assets

The Company determines the value of the allowance for losses (impairment) on each reporting date. It recognizes this impairment for credit losses to be expected during the term of all financial instruments for which the credit risk—whether on an individual or collective basis—has increased significantly since initial recognition, considering all reasonable and substantiated information, including forward-looking information. In the case that the credit risk is low, the twelve month expected credit losses are recognized.

2.2.6. Financial liabilities

The Company has financial liabilities measured at amortized cost which include trade payables and other payables.

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These financial liabilities are recognized initially at fair value minus directly attributable transaction costs and are measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate method amortization process.

The Company has a contingent consideration payable classified as a financial liability relating to a business combination. The amount classified as a financial liability is subsequently remeasured to fair value with changes in fair value through profit or loss.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

2.2.7. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position, if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

2.2.8. Share-based payments

2.2.8.1. Share-based payments

The Company issued ESOP warrants giving employees and consultants the right to acquire newly issued ESOP common shares. There is no obligation for the Company to deliver cash or another financial asset. The related plans are classified as equity-settled share-based payment transactions. Refer to note 19.1 for more information.

The fair value of warrants granted under the ESOP plan is measured at grant date using the Black-Scholes model and is recognized as an employee benefits expense, with a corresponding increase in equity (share-based payment reserves). The total amount to be expensed is determined by reference to the fair value of the options granted. The ESOP plan has service performance vesting conditions which are further detailed in note 19.1.

The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Where vesting of ESOPs is conditional upon the occurrence of an IPO, and the timing of the IPO is uncertain at grant date, the Group determines the expected vesting period based on the best estimate of when the IPO is expected to occur. This estimate is reassessed at each reporting date and adjusted based on current information regarding the probability and expected timing of the IPO.

Upon reassessment of the variable vesting period, the cumulative expense will be calculated based on the revised vesting period and the impact will be recorded in the reporting period when the reassessment is performed.

2.2.8.2. Profit share certificate

The Company has granted a profit share certificate (PSC) towards a third-party company in return for a research and commercialization license on certain patent rights and know-how. The profit share certificate qualifies as an equity-settled share-based payment transaction. Information relating to this profit share certificate is set out in note 19.2.

The fair value of the profit share certificate is measured at the grant date at fair value (refer to note 4.2.2) and is initially recognized as an intangible asset with a corresponding increase in equity (share-based payment reserves). The profit share certificate is immediately vested at the effective date of the research and commercialization license agreement as the third-party company is not required to deliver any service other than granting the license. No subsequent remeasurement shall be made to total equity in accordance with IFRS 2.23 after the vesting date.

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The profit share certificate entitles the third-party to 20% of all distributions to the Company’s shareholders (which shall be reduced to 10% following the filing of an Investigational New Drug application (“IND”) and is subject to further adjustment upon the occurrence of certain financings).

As of December 31, 2024, the Company has obtained the IND and additionally as a result of the Series D financing round in November 2024, the percentage of the profit share certificate was further adjusted (i.e., the percentage was reduced to 4.84% of all distributions to the Company’s shareholders, subject to further adjustment upon the occurrence of certain financings). Upon the occurrence of a qualified initial public offering of the Company, the profit share certificate will automatically be converted into the equivalent number of common shares in the Company.

2.2.9. Anti-dilution warrants

The Company has issued anti-dilution warrants A, B, C and D to each of the preferred A, B, C and D investor shareholders. The anti-dilution warrants are granted to shareholders, in their capacity as shareholder, to protect the investors against future dilutive capital increases. The warrants are only exercisable upon a dilutive capital increase and will grant the right to the holder to obtain an additional variable number of preferred A, B, C or D shares. As the warrants will result in a variable number of shares to be issued upon exercise, they do not meet the definition of an equity instrument. The anti-dilutive warrants are classified as derivative financial liabilities and recorded against accumulated loss upon initial recognition and subsequently measured at fair value through profit and loss. Refer to note 18 below for further information.

2.2.10. Other income—Grants and R&D incentives

As the Company carries out extensive research & development (R&D) activities, it benefits from various grants and R&D incentives from certain governmental agencies. These grants and incentives generally aim to partly reimburse eligible R&D costs incurred.

All incoming cash from grants is presented as a liability in deferred income on the balance sheet for as long as the grant is not recognized as income. A partial deduction of the withholding tax on salaries of research employees is also recognized as other income in the period in which the deduction is granted. This deduction is treated as a reduced payment of withholding tax to the government and has therefore no direct impact on the cash flow. The Company has not received grants related to assets.

2.2.10.1. VLAIO grants

These amounts relate to R&D innovation grants issued by Flanders Innovation and Entrepreneurship (VLAIO). In line with IAS 20 “Government grants”, VLAIO 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 Company will comply with the conditions attached to them and the grants will be received. Grants that compensate the Company for expenses incurred are recorded in other operating income on a systematic basis in the same period in which the expenses are incurred. Grants are provided to the Company in order to support certain R&D activities and costs that are defined in the grant agreement. Over the course of the project, the Company reports on the status of activities and incurred expenditure to VLAIO on a regular basis in order to receive grant advances. A 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 and three years. Over the course of funded projects, the Company 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. The Company is confident that reasonable assurance as defined in the standard is reached over the course of the project for the amounts spent up to that moment. The only condition attached to the grant is the performance of R&D activities in line with the agreed-upon scope and in line with the set budget. There are no other conditions attached to the grants and the scientific result of R&D activities does not impact the decision of VLAIO as to whether the final grant will be received or not. Contracts with these grant bodies also typically include clauses that require the Company to maintain a presence in the Flemish region for a number of years and that define the need for future validation of the project results after completion of the initial grant

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term during which the subsidized expenses or investments have been incurred and for which the grant was earned. These government institutions may however subsequently perform an audit which may result in a (partial) claw back of the grant. The Company deems that the claw back risk is remote in view of the continuous monitoring of the contractual conditions. There are no other conditions attached to the grants and the scientific result of R&D activities does not impact the decision of VLAIO as to whether the final grant will be received or not.

2.2.10.2. R&D tax credits

The Company applies for R&D tax credits, a tax incentive measure for European Small and Medium-sized Enterprises (SMEs) established by the Belgian federal government. When capitalizing its R&D expenses for tax filing, the Company may either:

•

Receive a reduction of its taxable income (at the current income tax rate applicable); or

•

If no sufficient taxable income is available, apply for a refund of the unutilized tax credits, calculated on the R&D expenses for the year.

Such settlement occurs, at the earliest, four financial years after the tax credit application is filed by the Company. As the benefit is ultimately paid by public authorities, R&D tax credits are treated as government grants in accordance with IAS 20.

2.2.11 Property, plant and equipment

Property, plant and equipment, including leasehold improvements, is measured at cost less accumulated depreciation and impairment losses. Costs included are the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating as intended by management. The assets’ residual values and useful lives have to be reviewed, and adjusted if appropriate, at the end of each reporting period.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. For the non-removable leasehold improvements, if the lease term of the related lease is shorter than the economic life of those leasehold improvements, the Group considers whether it expects to use the leasehold improvements beyond that lease term. If not, the useful life of the non-removable leasehold improvements is equal to the lease term.

The estimated useful lives of the assets are as follows:

Asset class	Useful life in years
Leasehold improvements		9
IT equipment		3
Furniture and fixtures and other equipment		5

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and the carrying amount of the asset, is included in the statement of profit or loss and other comprehensive income when the asset is derecognized. This either as an operating expense or operating income in case of a net loss or net gain respectively.

2.2.12. Deferred offering expenses

The Group defers the incremental directly attributable expenses with respect to the in-process equity financing as deferred offering expenses, until such financing is received. If the equity financing is received, these deferred expenses are reclassified and recorded as a deduction of the equity financing generated as a result of the offering. In case the in-process equity financing would no longer be probable, the deferred offering expenses will immediately be expensed as an operating expense in the consolidated statement of profit or loss and other comprehensive income.

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2.2.13 Leases

The company assesses whether a contract is or contains a lease at inception of a contract. The company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease, and payments for these leases are presented in cash flow from operating activities.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate specific to the country, term and currency of the contract. In addition, the company considers its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

Lease payments include fixed payments, less any lease incentives, variable lease payments that depend on an index or a rate known at the commencement date, and purchase options or extension option payments if the company is reasonably certain to exercise these options. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and right-of-use asset and are recognized as an expense in the income statement in the period in which the event or condition that triggers those payments occurs.

A lease liability is remeasured upon a change in the lease term, changes in an index or rate used to determine the lease payments or reassessment of exercise of a renewal and/or purchase option. The corresponding adjustment is made to the related right-of-use asset. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, any initial direct costs and restoration costs. They are subsequently measured at cost less accumulated depreciation and impairment losses. The right-of-use assets are depreciated starting at the commencement date over the shorter period of useful life of the underlying asset and lease term.

2.3 Changes in accounting policies

New and amended Standards and interpretations applicable for annual periods beginning on January 1, 2024 or later, did not have any material impact on our consolidated financial statements. The Group has not early adopted any of the new and amended standards which have been issued but are not yet effective.

3. New and revised standards not yet adopted

The new and amended standards and interpretations that have been issued, but are not effective yet, are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

•

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025);

•

IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027);

•

Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026);

•

Annual Improvements – Volume 11 (applicable for annual periods beginning on or after 1 January 2026).

At this stage, the Company does not expect the adoption of these standards and amendments to result in a material impact on the recognition or measurement of assets and liabilities.

However, IFRS 18 is expected to result in significant changes to the presentation of the income statement, including the classification of foreign exchange gains and losses and the disclosure of management-defined

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performance measures. While a detailed impact assessment has not yet been performed, the Company anticipates that the adoption of IFRS 18 will primarily affect the structure and content of the financial statements.

4. Key judgements and major sources of estimation uncertainty

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require significant adjustments to the carrying amount of assets or liabilities in future periods.

On an ongoing basis, the Group evaluates its estimates, assumptions, and judgments.

The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

4.1. Key judgements

4.1.1. Going concern

The Group regularly monitors its cash position and its ability to continue as a going concern from the issuance date of the financial statements. When assessing going concern, the Group mainly considers the following:

•

Cash and cash equivalents available at the issuance date of the financial statements;

•

Cash use projected in accordance with the approved budget for next 12-month period as from the issuance date of the financial statements;

•

Availability of grant funding; and

•

Financial facilities open to the Company for raising new funds by new capital increases.

Based on the above and the actions the Company has taken, management has concluded that the substantial doubt about its ability to continue as a going concern has been alleviated beyond 12 months from issuance of these financial statements, and these financial statements have been prepared on a going concern basis.

4.2. Key sources of estimation uncertainty

4.2.1. Share-based payment transactions—ESOP warrants

The Company measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they are accepted by the beneficiary. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility, dividend yield and fair value of the underlying common shares (which itself relies on probability of exit scenarios and volatility) determined by using an OPM valuation approach.

The assumptions and models, using the Black-Scholes valuation approach for estimating the fair value of share-based payment transactions and other estimates, are disclosed in note 19.1.

In measuring the expense for ESOP share-based payment transactions, the Company must estimate the vesting period. This estimation is based on the vesting schedule outlined in the plans, and on certain liquidity events, such

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as an initial public offering (IPO). Accelerated or delayed vesting may occur, leading to a revision of the estimated vesting period. The corresponding assumptions regarding vesting period are also disclosed in note 19.1.

4.2.2. Profit share certificate

The Company has a profit share certificate granted to a third party. Refer to note 2.2.8.2. for information on the accounting policy in this respect. The Company measures the profit share certificate by reference to the fair value of the equity instruments at the date at which the profit share certificate was granted. Refer to note 19.2 for a description of the valuation of the profit share certificate and key inputs. Estimating fair value for the profit share certificate requires determining the applicable profit share percentage at grant date based on the contractual terms of the profit share certificate and determination of the volatility and potential exit scenarios as part of the fair value calculation of the underlying common share values.

No subsequent revaluation shall be made to total equity in accordance with IFRS 2.23 after the vesting date.

4.2.3. Identification and valuation of intangible assets in a business combination

The Company has acquired and may continue to acquire significant intangible assets in connection with business combinations that the Company measures at fair value. The fair value of in-process R&D has been estimated based on “Relief from Royalty” (RfR), which is an income approach valuation method. It calculates the value based on the hypothetical royalty payments the Company would save by owning the intangible asset itself compared to paying license fees or royalties to a third party for using the asset. The RfR calculation involves assumptions for both the royalty rate used and the discounted future economic benefits or cashflows (future revenue projections, discount rate equal to the Weighted Average Cost of Capital (WACC) and the applicable statutory tax rate). The royalty rate used within the calculation is based upon the average rate from ten similar transactions within the pharmaceutical and biotech industry.

In-process R&D acquired in a business combination is capitalized as an intangible asset not yet available for use until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life.

4.2.4. Impairment of intangible assets not available for use and goodwill

Goodwill and intangible assets not yet available for use are tested for impairment annually or when an event occurs that could indicate that the asset may be impaired. See notes 10 and 11 to the consolidated financial statements for additional information.

As goodwill and intangible assets recognized result from the acquisition of Agomab Spain and relate to the R&D activities in Spain, goodwill and intangible assets are allocated to the same CGU (Agomab Spain). For the impairment test of intangible assets not yet available for use and goodwill, the Company applies the value in use approach (discounted cash flows) that requires significant estimates with respect to future sales volume, revenue and expense growth rates, changes in working capital, appropriate discount rate and other assumptions and estimates. The estimates and assumptions used are consistent with the Company’s business plans and a third-party objective view. The use of alternative estimates and assumptions could increase or decrease the estimated value in use of the CGU and could potentially impact the Group’s profit or loss. Actual results may differ from the Group’s estimates.

4.2.5. Measurement of contingent considerations

The fair value measurement of the contingent consideration liabilities is determined as of the acquisition date based on significant unobservable inputs, including the discount rate, the estimated probabilities and timing of achieving specified development and regulatory milestones. Contingent consideration liabilities are remeasured to fair value at each subsequent reporting date until the related contingency is resolved. The potential contingent consideration payments are estimated by applying a probability-weighted expected payment model for contingent milestone payments which are then discounted to present value. Changes to the fair value of the contingent

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consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones and the time required to achieve the milestones. Significant judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a significant impact on the Group’s financial position and profit or loss in any given period. Refer to note 22 for more information on the contingent consideration key inputs.

4.2.6. Anti-dilution warrants

The Company has issued anti-dilution warrants that are measured at fair value on each reporting date. The fair value of such derivatives is estimated by applying valuation models in which the Company uses market data to the extent available. The description of the valuation models and unobservable inputs applied, as well as the impact on the fair value of reasonably possible changes in the value of the respective significant unobservable inputs at the end of the reporting period, is provided in note 18.

5. Segment information

Segment information is determined consistent with the internal reporting to the chief operating decision makers (CODM) of the Group, i.e., the person or persons who take decisions about the allocation of resources and evaluate financial performance. Currently the CODM is the key management personnel, please refer to note 25.1. The CODM reviews information at the consolidated level for resource allocation and evaluation of the Group’s financial performance and considers one segment whilst reviewing this information.

As the Group currently has no marketable products, no revenue generated from external customers can be presented based on product or service categories, geographical location or the extent of key customers that constitute total revenue.

The below table presents the non-current assets per country:

	For the year ended December 31
(In thousands of €)	2024		2023
Agomab Belgium		5,364		4,550
Agomab Spain		27,204		27,235
Total non-current assets		32,568		31,785

6. Overview of consolidation scope

6.1. Subsidiaries

The consolidated financial statements of the Company include:

Company name	Registration number	Location	Financial interest (%)
AgomAb Therapeutics NV	674527310	Antwerp, Belgium	Parent
AgomAb Spain S.L.U.	B32478414	Fonte Díaz-A Coruña, Spain	100%
Agomab US Inc.	99-332612	Delaware, USA	100%

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7. Income and expenses

7.1. Operating expenses

The research and development expenses consist of the following expenses:

(In thousands of €)	2024		2023
Clinical trial expenses		30,057		19,131
Employee benefits		5,557		3,290
R&D consulting		2,121		1,786
Share-based payments		143		1,009
Chemicals and small materials		1,001		191
Patent related charges		431		891
Regulatory		—		14
Total research and development expenses		39,310		26,311
Employee benefits		3,868		2,243
Share-based payments		928		1,150
Professional service fees		3,183		1,185
Office materials and services		627		549
Travel and meeting expenses		561		483
Facility rent and expenses		137		178
Board fees		63		67
Depreciation and amortization		311		99
Recruitment		245		20
Other G&A expenses		210		122
Total general and administrative expenses		10,133		6,097
Total operating expenses		49,443		32,408

Increases in R&D expenses are mainly related to clinical trial expenses, which are outsourced activities, specifically for the two lead programs AGMB-129 and AGMB-447, as a result of progression of those programs in the clinical testing phase.

Increases within General and Administrative (G&A) expenses mainly relate to professional service fees. Recruitment costs primarily due to the engagement of a recruitment agency to support the hiring of key personnel within the Research and Development (R&D) department, that contributed to an increase in full-time equivalent (FTE) employees compared to the prior period.

Depreciation expenses increased primarily due to the recognition of right-of-use assets associated with the new office premises. The increase reflects depreciation on leasehold improvements, office equipment, and right-of-use assets.

7.2. Employee benefit expenses

The employee benefit expenses consist of the following:

(In thousands of €)	2024		2023
Employee salaries and wages – R&D		3,800		2,337
Employee salaries and wages – G&A		2,739		1,684
Social security contributions		1,521		782

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(In thousands of €)	2024		2023
Employee provisions		763		560
Other employee benefits		602		170
Total employee benefit expenses(1)		9,425		5,533

(1) Total employee benefit expenses exclude share-based payment expenses which are included in note 7.1.

The increase in employee benefit expenses is in line with the increase in full-time equivalents (“FTEs”). The Group had an average of 57.8 FTEs as at December 31, 2024 compared to 34 FTEs as at December 31, 2023.

The employee provisions relate to accrued bonuses and unused holiday provision, representing obligations expected to be settled within twelve months after the reporting date.

The Company offers post-employment retirement benefits to its Belgian employees. The plan is a defined contribution plan with an employer contribution equal to 5% of the employee’s gross salary. Although the plan qualifies as a defined contribution plan under Belgian law, it is accounted for as a defined benefit plan under IFRS, due to the guaranteed minimum return provided by the insurance company. Please refer to note 21.

The Group also offers an insurance death coverage to its Belgian and Spanish employees. The coverage amounts to one time the annual salary of the employee and is funded through annual premiums to the insurance company.

7.3. Financial expenses and income

The financial expenses and income consist of the following:

(In thousands of €)	2024		2023
Interest expenses		(67)		(31)
Exchange rate losses		(280)		(51)
Bank charges		(10)		(4)
Total financial expenses		(357)		(86)
Interest income		1,218		245
Exchange rate gains		49		58
Other financial income		—		—
Total financial income		1,267		303
Net financial (expenses) income		910		217

The increase of interest income is driven by higher returns on short-term cash deposits with banks.

7.4. Other operating income

The other operating income consist of:

(In thousands of €)	2024		2023
Grants received		380		595
R&D tax credit		398		331
R&D personnel credit		607		291
Other income		37		—
Other operating income		1,422		1,218

The Company received VLAIO grants to support R&D activities. No conditions related to the above government grants were unfulfilled, nor were there any related material contingencies at the date of the approval of the consolidated financial statements.

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R&D tax credit relates to a tax credit on incurred research and development expenses. The R&D tax credit will be paid to the Group in cash after five-years, to the extent it is not offset against the taxable basis over the respective period.

R&D personnel credits relate to a government incentive to support innovation via a reduction in withholding income taxes for qualified personnel employed in research and development. The received incentive increased in accordance with the increase in average FTEs of 12 from December 31, 2023 to December 31, 2024.

8. Current and deferred taxes

The Group incurred tax losses in current and prior years. It is not assessed as probable that future taxable profits will be available against which the tax losses can be utilized. Therefore, the Group has not recognized deferred tax assets in excess of deferred tax liabilities, relating to the same taxation authority and the same taxable entity.

The breakdown of the income tax expenses by origin is as follows:

(in thousands of €)	2024		2023
Current income tax expense		(4)		(3)
Deferred tax income		—		622
Income tax (expense) income		(4)		619

The decrease in deferred tax income is due to deferred tax assets on the carryforward of tax losses, most of which cannot be recognized in 2024 as they exceed the amount of deferred tax liabilities.

The following table details the source of deferred tax assets and liabilities:

	December 31, 2024						December 31, 2023
(in thousands of €)	Assets		Liabilities		Net		Assets		Liabilities		Net
Intangible assets		—		(4,637)		(4,637)		—		(4,637)		(4,637)
Property, plant and equipment		1		—		1		1		—		1
Right of use asset		—		(343)		(343)				(402)		(402)
Lease liabilities		386		—		386		405		—		405
Other current assets & other liabilities		2		—		2		—		(35)		(35)
Deferred tax assets and liabilities related to temporary differences		389		(4,981)		(4,592)		406		(5,073)		(4,667)
Deferred tax assets related to unused tax losses		4,592		—		4,592		4,667		—		4,667
Set off of tax		(4,981)		4,981		—		(5,073)		5,073		—
Net deferred tax assets/liabilities		—		—		—		—		—		—

The largest position within temporary differences is relating to intangible assets for which a deferred tax liability was recognized as a result of the fair value adjustment in the acquisition of Agomab Spain.

Company has tax losses amounting to €23.2 millions for which deferred tax assets have not been recognized. These relate to deductible temporary differences, unused tax losses, and unused tax credits, and have no expiry date.

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The movements of deferred tax balances during 2024 and 2023 are disclosed within the table below.

(in thousands of €)	December 31, 2023		Recognized in profit or loss		December 31, 2024
Intangible assets		(4,637)		—		(4,637)
Property, plant and equipment		1		—		1
RoU assets		(402)		58		(343)
Lease liabilities		405		(19)		386
Other current assets & other liabilities		(35)		36		2
Deferred tax assets and liabilities related to temporary differences		(4,667)		75		(4,592)
Tax loss carry-forwards		4,667		(75)		4,592
Deferred tax assets/liabilities		—		—		—

The following table represents the reconciliation between the theoretical and effective tax rates of 2024 and 2023.

(in thousands of €)	2024		2023
IFRS profit/(loss) before income taxes		(46,264)		(12,009)
Theoretical income tax (expense)/income		11,568		3,002
Theoretical tax rate(1)		25%		25%
Non-deductible expenses		(569)		(1,409)
Non-taxable income		339		5,636
Tax losses of the year for which no deferred tax asset has been recognized		(11,341)		(6,610)
Income tax (expense)/income		(4)		619
Effective tax rate		(0)%		(5)%

(1)

The theoretical tax rate (25%) is based on the blended average tax rate of the domestic tax rate applicable for the Company in Belgium and its subsidiary in Spain and the theoretical tax rate (26%) is the domestic tax rate applied for the US subsidiary (21% Federal tax rate and 5% State Corporation Tax).

9. Loss per share

The calculation of the basic and dilutive loss per share on December 31, 2024 and December 31, 2023 is based on the holders of common shares attributable (loss) or profit and the weighted average number of common shares outstanding during the year.

(in thousands of €)	2024		2023
Basic loss
Loss for the year		(46,267)		(11,390)
Loss attributable to the holder of the profit share certificate(1)		2,239		752
Cumulative dividend on preferred shares (Series A, B, C and D)(2)		(13,823)		(8,644)
Loss attributable to common shareholders		(57,851)		(19,282)
Diluted loss
Dilution effect of ESOP warrants, preferred shares, anti-dilutive warrants and profit share certificate		—		—
Loss attributable to common shareholders, after dilution effect		(57,851)		(19,282)

(1) Reflects the impact of the liquidation interest profit share in relation to the profit share certificate (4.84% in 2024 and 6.6% in 2023). Refer to notes 2.2.8.2 and 19.2.

(2) The cumulative dividend (i.e., a fixed cumulative cash preferential dividend at 6% p.a. of the issue price of the preferred shares) is calculated on the issue price of the preferred shares over the period they were outstanding. In the event of an IPO, the preferred shares will automatically convert into common shares, on a 1:1 basis, without any pay-out in the form of cash or common shares relating to the cumulative dividend.

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Number of shares	2024		2023
Weighted average number of common shares outstanding during the period for basic and diluted EPS		25,000		25,000
Total weighted average number of common shares outstanding during the period		25,000		25,000

(in thousands of €)	2024		2023
Basic loss per share		(2.31)		(0.77)
Diluted loss per share		(2.31)		(0.77)

Although the Company has common shares that could be issued upon the potential exercise of ESOP warrants, conversion of preferred shares, conversion of anti-dilutive warrants and the profit share certificate, they have non-dilutive effect, since the Group is in loss-making position during 2024 and 2023.

10. Goodwill

The below table presents the carrying value for the goodwill.

(In thousands of €)	Goodwill		Total
As at January 1, 2024		8,612		8,612
Impairment loss		—		—
Carrying amount as at December 31, 2024		8,612		8,612
As at January 1, 2023		8,612		8,612
Impairment loss		—		—
Carrying amount as at December 31, 2023		8,612		8,612

On December 14, 2021, the Company acquired 100% of Agomab Spain, a Spanish biotech company with a pipeline of organ-restricted small molecule drug candidates targeting the transforming growth factor beta (TGF-β) pathway. Through this acquisition, the Company has broadened its clinical-stage pipeline, taking a step closer to bringing meaningful treatments to patients with fibrotic diseases. The synergies between Agomab Spain’s unique small molecule platform and the Company’s pre-existing antibody capabilities, combined with collective expertise in targeting growth factors, is expected to allow the Group to accelerate the development of novel therapeutic candidates.

The consideration transferred to acquire Agomab Spain amounted to €24.3 million and includes a contingent consideration with a fair value at acquisition date of €3.95 million (see note 22). The assets acquired and liabilities assumed have been measured on a fair value basis at acquisition date, resulting in net assets acquired amounting to €15.7 million, including in-process R&D for €18.55 million (see note 11). The positive difference between the total consideration transferred to acquire 100% of Agomab Spain (€24.3 million) and the fair value of the net assets acquired (€15.7 million) was recognized as goodwill, which is tested for impairment at least annually together with the acquired in-process R&D (see note 11).

The goodwill has been allocated in full to the “Agomab Spain” CGU as this is the level at which the synergies from the combination are expected to materialize. The recoverable amount of the Agomab Spain CGU is based on its value in use, i.e. net present value of the expected future cash flows. No impairment was recorded as the recoverable amount is not lower than the carrying amount of the cash-generating unit.

The cash flow projections are based on the management business plan for each of the R&D projects in Agomab Spain (i.e., AGMB-129 and AGMB-447) that extend over a period of 23 years. The key assumptions made by management within the business plan relate to the:

•

Probability of reaching commercialization stage as well as the associated timing, based on external scientific methodologies, reputable scientific literature and internal estimates. In that respect, expected revenues are

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based on management’s best estimation of the timing of obtaining the necessary approvals from the European Union and United States authorities;

•

Duration of the patent after reaching commercialization stage, which is estimated by management at 15 years;

•

Amount of R&D costs expected to be incurred to reach the commercialization stage and the revenues expected to be generated during the commercialization phase; and

•

Discount rates to be applied to the future expected cash flows, which are derived from the Company’s weighted average cost of capital, taking into account the cost of equity and debt. The pre-tax discount rate is 22.2%.

Based on the key assumptions above, the recoverable amount of the Agomab Spain CGU significantly exceeds its carrying amount (including allocated goodwill and in-process R&D) and a ‘reasonably possible change’ in a key assumption would not cause an impairment loss.

11. Intangible assets

The below table presents the movements in the carrying amount of intangible assets.

(In thousands of €)	In-process R&D		Research and commercialization license		Total
Acquisition cost
As at January 1, 2024		18,550		1,560		20,110
Additions		—		—		—
Disposals		—		—		—
As at December 31, 2024		18,550		1,560		20,110
Accumulated Amortization and impairment losses
As at January 1, 2024		—		—		—
Amortization		—		—		—
Impairment losses		—		—		—
Disposals		—		—		—
As at December 31, 2024		—		—		—
Carrying amount as at December 31, 2024		18,550		1,560		20,110
Acquisition cost
As at January 1, 2023		18,550		1,560		20,110
Additions		—		—		—
Disposals		—		—		—
As at December 31, 2023		18,550		1,560		20,110
Accumulated Amortization and impairment losses
As at January 1, 2023		—		—		—
Amortization		—		—		—
Impairment losses		—		—		—
Disposals		—		—		—
As at December 31, 2023		—		—		—
Carrying amount as at December 31, 2023		18,550		1,560		20,110

In-process R&D is the intangible that has been acquired as part of the business combination with Agomab Spain during 2021 (see note 10). In-process R&D is an intangible not available for use and will therefore not be amortized until one or more corresponding underlying R&D projects have obtained regulatory approval to launch the product on the market. Instead, the Company performs an impairment test at each reporting date. As the related

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projects are not expected to generate cash inflows independently from the Agomab Spain GCU, the in-process R&D has been fully allocated to the Agomab Spain CGU. The impairment test on the Agomab Spain CGU has been performed based on the principles and key assumptions described in the note 10.

The research and commercialization license relates to a third-party research and commercialization license for acquired patent rights and know-how. The license is an intangible asset not yet available for use and will not be amortized until one or more products that uses the license have obtained regulatory approval. The Company reviews this intangible asset annually for impairment by looking at market comparable assets or when an event occurs during the reporting period that could result in an impairment. No impairment was recorded as the recoverable amount is higher than the carrying amount of the research and commercialization license.

No impairment was recognized on intangible assets.

12. Leases

The following note provides an overview of the right-of-use (RoU) assets and the lease liabilities where the Group is a lessee.

The table below presents the movements in the carrying amount of the RoU assets.

(In thousands of €)	Office leases		Car leases		Total
Acquisition cost
As at January 1, 2024		1,407		321		1,728
Additions		11		120		131
Disposals		(21)		(17)		(38)
Lease remeasurement		(78)		—		(78)
As at December 31, 2024		1,319		424		1,743
Accumulated depreciation and impairment
As at January 1, 2024		(71)		(51)		(122)
Depreciation		(168)		(87)		(255)
Disposals		33		4		7
As at December 31, 2024		(236)		(134)		(370)
Carrying amount as at December 31, 2024		1,083		290		1,373
Acquisition cost
As at January 1, 2023		58		26		85
Additions		1,349		295		1,643
Disposals		—		—		—
As at December 31, 2023		1,407		321		1,728
Accumulated depreciation and impairment
As at January 1, 2023		(18)		(5)		(23)
Depreciation		(53)		(46)		(99)
Disposals		—		—		—
As at December 31, 2023		(71)		(51)		(122)
Carrying amount as at December 31, 2023		1,336		270		1,606

During 2024, Agomab terminated its previous office lease in Barcelona effective as of the end of February 2024. In connection with this, a new office lease in Spain was entered into with a term of 25 months, and the corresponding right-of-use (RoU) asset and lease liability have been recognized. The termination of the previous Barcelona lease resulted in the derecognition of the associated RoU asset and lease liability, with a resulting loss of €0,1 thousand recognized in the consolidated statement of profit or loss.

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As of December 31, 2023, the short-term lease exemption for two Spanish office leases no longer applied as one contract was extended for a period exceeding 12 months (i.e., two years) during 2023 while another contract was already extended for a period of three years during financial year 2022. Therefore, both leases have been recognized as RoU assets for the years ended December 31, 2023 and 2022. In addition, just before the 2023 year-end, Agomab entered into a new office lease in Belgium with a term of nine years.

This Other than office leases, the Group has several car leases for their Belgian employees. As of December 31, 2024, there are 14 car leases recognized on the balance sheet. As of December 31, 2023, there were 11 car leases with a lease term of four years, which were therefore recognized as RoU assets.

The below table presents the movements in the lease liabilities.

(In thousands of €)	Office leases		Car leases		Total
As at January 1, 2024		1,350		270		1,619
Additions		11		120		131
Lease payments		(62)		(101)		(163)
Derecognition of lease liability due to termination		(18)		(13)		(31)
Interest expenses		57		10		66
Lease remeasurement		(78)		—		(78)
As at December 31, 2024		1,259		286		1,545
As at January 1, 2023		41		21		62
Additions		1,349		295		1,643
Lease payments		(48)		(52)		(100)
Interest expenses		8		6		14
As at December 31, 2023		1,350		270		1,619

The weighted average incremental borrowing rate used for the car leases is 3.5% and for the office leases 4.6%. The underlying leased assets are the pledges for the lease liabilities.

The lease liabilities can be split within current and non-current liabilities as follows.

	For the year ended December 31
(In thousands of €)	2024		2023
Current		273		181
Non-current		1,272		1,439
Total Lease liabilities		1,545		1,620

The following table provides an overview of the expenditure for the short-term leases.

(In thousands of €)	2024		2023
Expenses short term office leases		62		127
Expenses short term car leases		45		19
Total short term lease expenses		108		146

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13. Property, plant and equipment

The below table presents the movements in the carrying amount of property, plant and equipment

(In thousands of €)	Leasehold improvements		IT equipment		Furniture and fixtures		Other equipment		Total
Acquisition cost
As at January 1, 2024		—		—		—		—		—
Additions		359		127		179		10		675
Disposals		—		—		—		—		—
As of December 31, 2024		359		127		179		10		675
Accumulated amortization and impairment losses
As at January 1, 2024		—		—		—		—		—
Amortization		(13)		(26)		(16)		(1)		(56)
Impairment losses		—		—		—		—		—
Disposals		—		—		—		—		—
As of December 31, 2024		(13)		(26)		(16)		(1)		(56)
Carrying amount as of December 31, 2024		345		101		163		10		619

Additions during the year primarily relate to the setup of the newly rented office premises in Antwerp. Leasehold improvements made to tailor the space for operational use, and IT equipment, furniture and fixture and other additions necessary to support the office’s infrastructure.

14. Other non-current assets

The following table provides a split of other non-current assets:

	For the year ended December 31
(In thousands of €)	2024		2023
R&D tax credit receivables		1,787		1,444
Total non-current assets		1,787		1,444

R&D tax credit receivables are future expected refunds or tax deductions resulting from tax incentives on research and development expenses incurred in Belgium. The increase in these tax credits is linked to the increase in R&D activities (note 7.1) in 2024 compared to previous reporting periods. The Group has met the conditions to recognize the benefits as other operating income (note 7.4).

15. Other current assets

The other current assets consist out of the following balances:

	For the year ended December 31
(In thousands of €)	2024		2023
Grant receivables		446		1,040
Supplier credit notes received		55		154
VAT receivables		381		147
Other receivables		1,126		15,610
Total trade and other receivables		2,008		16,951

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	For the year ended December 31
(In thousands of €)	2024		2023
Deferred charges		267		120
Accrued Income		111		—
Total deferred charges and accrued income		378		120
Total other current assets		2,386		17,071

The decrease in other receivables mainly relate to the payment of remaining capital from the Series C financing round in October 2023. The amount has been paid in April 2024.

The Grant receivables relate to the VLAIO grants received. The decrease in grants receivable during the reporting period relates to the receipt of previously awarded grants, the associated project milestones were completed, and the grant funds were received in full. As at the reporting date, only one active grant remains outstanding, for which the receivable reflects the portion of funding not yet received but expected to be collected in line with the terms of the grant agreement. For further information refer to note 7.4 above.

The accrued income balance as of December 31, 2024 relates to interest earned on a short-term deposit maturing in early 2025.

16. Cash and cash equivalents

Cash and cash equivalents are as follows.

	For the year ended December 31
(In thousands of €)	2024		2023
Cash at bank and in hand		26,459		122,402
Term deposit		145,000		—
Total cash and cash equivalents		171,459		122,402

Cash and cash equivalents consist of unrestricted cash held at banks. Cash at bank is represented by current accounts at reputable European banks with strong credit ratings. The carrying amount of the cash and cash equivalents is a reasonable approximation of their fair value.

Current financial assets relate to a term deposit held at reputable European banks with credit rating ‘A’, with a maturity of one month from the inception date.

The significant increase in 2024 is due to the Series D financing round completed in November 2024, which is currently held as term deposit.

17. Equity

17.1. Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern. The capital structure of the Company consists of equity attributed to the holders of equity instruments of the Company, such as capital, reserves and accumulated losses as mentioned in the consolidated statement of changes in equity. The Company considers its financing needs in light of changes in economic circumstances, risks associated with its different assets, and the projected cash needs of the current and projected research activities. As of December 31, 2024, cash and cash equivalents amounted to €171 million and total equity amounted to €188 million. The Company’s objective is to maintain its capital structure at a level to enable it to finance its activities for at least 12 months.

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17.2. Share capital and share premium

The Company has the following categories of shares: common shares, preferred A shares, preferred B shares, preferred C shares, preferred D shares and, upon exercise of ESOP warrants, ESOP common shares. Upon a liquidity event and after complete fulfilment of the liquidation interest profit share in relation to the profit share certificate (i.e., 4.84% of all amounts that would be distributable to the shareholders of the Company), the remaining amount will be further distributed to the remaining shareholders: firstly (and in priority to any other classes of shares), to the holders of preferred D shares equal to their investment and preferential return (i.e., a fixed cumulative cash preferential dividend at 6% p.a. of the issue price of the preferred shares (“Preferred Dividend”)), secondly (and in priority to any other classes of shares), to the holders of preferred C shares equal to their investment and preferential return, thirdly (and in priority to any other classes of shares), to the holders of preferred B shares equal to their investment and preferential return, fourthly (and in priority to any other classes of shares), to the holder of preferred A shares equal to their investment and preferential return and lastly, (and in priority to any other classes of shares, other than the preferred A, B, C and D shareholders), the holders of the common shares will receive a fixed amount of €40 per share. Any remaining amount, will be distributed to all shareholders on a fully diluted basis. A liquidity event is defined as:

a. A payment of dividends, capital reduction, or share buy-back;

b. A bankruptcy, liquidation, dissolution or reorganization of the Company;

c. A sale of all, or substantially all, of the assets (including intellectual property rights) of the Company;

d. Any merger, consolidation, schemes of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity;

e. The sale of all or such number of the shares of the Company that results in any person acquiring a controlling interest in the Company; or

f. Any other event with substantially the same economic effect as the events set out in (a) to (e) above.

The following share-related transactions have taken place during the period between January 1, 2024 and December 31, 2024.

											Total common shares				Total preferred A shares				Total preferred B shares				Total preferred C shares				Total preferred D shares				Total share capital and share premium
(In thousands of €, except as indicated otherwise)	Number of common shares		Number of preferred A shares		Number of preferred B shares		Number of preferred C shares		Number of preferred D shares		Share capital		Share premium		Share capital		Share premium		Share capital		Share premium		Share capital		Share premium		Share capital		Share premium		Share capital		Share premium
Outstanding at December 31, 2023		25,000		277,272		479,040		455,004		0		25		—		22,873		—		87,514		12,368		64,300		30,571		—		—		174,712		42,939
November 4, 2024 – Series D										342,206																		48,360		33,695		48,360		33,695
Outstanding at December 31, 2024		25,000		277,272		479,040		455,004		342,206		25		—		22,873		—		87,514		12,368		64,300		30,571		48,360		33,695		223,072		76,634

The split between share capital and share premium has been recorded in accordance with the local Belgian corporate law based on the difference between the issue price of the preference shares and their par value. On initial recognition, the anti-dilutive warrants are recognized as a financial liability and recorded against accumulated loss.

The above results into following weighted average issue prices for the different classes of shares, and with the respect to the preferred A, B, C and D shares, the concurrently issued anti-dilutive warrants.

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	Weighted average issue price per common share in € per share(1)		Weighted average issue price per pref. A share in € per share(1)		Weighted average issue price per pref. B and C shares in € per share(1)		Weighted average issue price per pref. D share in € per share(1)
Outstanding at December 31, 2023		1.00		82.49		208.50		—
November 4, 2024—Series D		—		—		—		239.78
Outstanding at December 31, 2024		1.00		82.49		208.50		239.78

(1) Including concurrently issued anti-dilutive warrants.

The common shares outstanding at January 1, 2022 consist of the 25,000 common shares issued at an issue price of €1.

The preferred A shares outstanding at January 1, 2022 consist of 277,272 preferred A shares, of which 15,450 preferred A shares were issued at an issue price of €40 and 261,822 preferred A shares were issued at an issue price of €85. The stated issue prices also include the consideration received for the concurrently issued anti-dilution warrants.

The preferred B shares outstanding at January 1, 2022 consist of 294,954 preferred B shares issued at an issue price of €208.5. The stated issue prices also include the consideration received for the concurrently issued anti-dilution warrants.

On June 28, 2022, the Company raised €38.4 million of share capital by issuing 184,086 preferred B shares at an issue price of €208.5 to existing and three new investors. On October 10, 2023, the Company raised an additional €94.9 million of share capital by issuing 455,004 preferred C shares at an issue price of €208.5 to existing and four new investors. On November 4, 2024, the Company raised an additional €82.1 million of share capital by issuing 342,206 preferred D shares at a share price of €239.78 to existing and new investors. The stated issue prices also include the consideration received for the concurrently issued anti-dilution warrants.

The share capital has been fully paid for all classes of shares.

No ESOP common shares have been issued yet.

With regard to the preferred shares A, B, C, D and the profit share certificate, the Company has assessed that it has no contractual obligation to deliver cash or another financial asset under conditions that are not under the discretionary control of the Company, or to exchange or deliver a variable number of equity instruments of the Company.

In the event of a qualifying IPO, the preferred shares will automatically convert into common shares, on a 1:1 basis, without any pay-out in the form of cash or common shares relating to the cumulative dividend.

17.3. Other reserve

Other reserves relate to transaction costs incurred for the capital increases which are deducted directly from equity.

18. Anti-dilution warrants

The Company issued 60 anti-dilution warrants (ADW) to the preferred A shares investors that expire initially after a period of 5 years (i.e., 45 at March 14, 2024, 5 at June 21, 2024 and 10 at October 9, 2024) and were re-issued in 2024 with a new term of 10 years. In the event of a dilutive issuance of new shares at a price lower than the subscription price of the preferred A shares (i.e., €85), holders of the anti-dilution warrants are entitled to subscribe to additional preferred A shares. The number of additional shares they can subscribe to is calculated

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such that the weighted average price for the total number of shares held by a preferred A shareholder, after exercising the warrants, would be equal to the share price applied in the dilutive issuance. The exercise price for the anti-dilution warrants is €1. The anti-dilution warrants were issued at the same time as the preferred shares.

The Company issued 250 anti-dilution warrants to the preferred B shares investors that expire after a period of 10 years (i.e., 200 at March 5, 2031 and 50 at June 28, 2032). In the event of a dilutive issuance of new shares at a price lower than the subscription price of the preferred B shares (i.e., €208.5), holders of the anti-dilution warrants are entitled to exercise their warrants. Upon exercising one anti-dilution warrant, the holder can subscribe to an additional number of preferred B shares. The number of additional shares is calculated such that the weighted average price for the total number of shares held by a preferred B shareholder, after exercising the warrants, would be equal to the share price applied in the dilutive issuance. The exercise price for the anti-dilution warrants is €1. The anti-dilution warrants were issued at the same time as the preferred shares.

The company issued 210 anti-dilution warrants to the preferred C shares investors that expire after a period of 10 years (i.e., October 10, 2033). In the event of a dilutive issuance of new shares at a price lower than the subscription price of the preferred C shares (i.e., €208.5), holders of the anti-dilution warrants are entitled to exercise their warrants. Upon exercising one anti-dilution warrant, the holder can subscribe to an additional number of preferred C shares. The number of additional shares is calculated such that the weighted average price for the total number of shares held by a preferred C shareholder, after exercising the warrants, would be equal to the share price applied in the dilutive issuance. The exercise price for the anti-dilution warrants is €1. The anti-dilution warrants were issued at the same time as the preferred shares.

The company issued 240 anti-dilution warrants to the preferred D shares investors that expire after a period of 10 years (i.e., November 4, 2034). In the event of a dilutive issuance of new shares at a price lower than the subscription price of the preferred C shares (i.e., €239.78), holders of the anti-dilution warrants are entitled to exercise their warrants. Upon exercising one anti-dilution warrant, the holder can subscribe to an additional number of preferred D shares. The number of additional shares is calculated such that the weighted average price for the total number of shares held by a preferred D shareholder, after exercising the warrants, would be equal to the share price applied in the dilutive issuance. The exercise price for the anti-dilution warrants is €1. The anti-dilution warrants were issued at the same time as the preferred shares.

The anti-dilution warrants protection expires on the earlier of:

•

The expiration of the term of the shareholders agreement (amended from time to time), or termination of the shareholders agreement; or

•

The completion of an initial public offering (IPO) or liquidity event.

Each warrant can only be exercised once. However, for each series every beneficiary received multiple warrants protecting them against multiple dilutive issuances.

The fair value measurement of the anti-dilution warrants is classified as Level 3, as the valuation requires estimates of the timing of future capital rounds as well as estimates of future capital needs and the probability of non-occurrence of an IPO.

A Monte-Carlo simulation was used to calculate the valuation of the ADW for each occurrence of an expected funding round. The total fair value is the sum of the separate Monte-Carlo simulations multiplied by the probability of occurrence.

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The fair value of the anti-dilution warrants was determined to be as follows (refer to note 23 for an overview of the movements in the anti-dilution warrants):

(in thousands of €) Fair Value	31/12/2024		Issue date 2024 ADW warrants 4/11/2024(1)		31/12/2023
Series A		—		—		16
Series B		—		—		610
Series C		—		—		600
Series D		—		—		—
Total Anti-dilutive warrants		—		—		1,225

(1) upon issue date November 4, 2024, the fair value of the anti-dilution warrants was determined to be zero.

The Monte-Carlo simulation is multiplied by the probability of occurrence of a next expected funding round, considering that there is a chance of an exit (i.e., IPO or liquidity event) without an intermediate funding round. In case of such an exit, the ADW would expire and would have no remaining value.

Exit probabilities without
intermediate funding round

31/12/2024

31/12/2023

Series A, Series B, Series C and Series D

100%

90%

Changes in the fair value of anti-dilution warrants amounting to €1,225 thousand have been recognized in the income statement under “Changes in fair value of financial liabilities”.

The volatility used as an input in the valuation model was determined based on a peer group defined by management, which is composed of five companies active in the same industry and being at a similar stage of development to the Company. The median of the historical volatilities over 18 months for each valuation date was used as the volatility parameter in the Monte-Carlo simulation.

Volatility

31/12/2024

31/12/2023

01/01/2022

Series A, Series B and Series C

57.89%

73.70%

90.38%

The sensitivity analysis below presents the significant unobservable inputs used (volatility) and the impact of reasonable changes in the value of the respective significant unobservable inputs at the end of the reporting period, while holding all other assumptions constant.

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(in thousands of €) Sensitivity analysis		31/12/2024		12/31/2023
Series A	Base value		—		16
	volatility +10%		—		35
	volatility -10%		—		5
	Exit probabilities +5%		—		8
	Exit probabilities -5%		30		24
Series B	Base value		—		610
	volatility +10%		—		720
	volatility -10%		—		500
	Exit probabilities +5%		—		305
	Exit probabilities -5%		456		916
Series C	Base value		—		600
	volatility +10%		—		708
	volatility -10%		—		491
	Exit probabilities +5%		—		300
	Exit probabilities -5%		446		900
Series D	Base value		—		600
	volatility +10%		—		708
	volatility -10%		—		491
	Exit probabilities +5%		—		300
	Exit probabilities -5%		521		900

19. Share-based payments

The Group has two share-based payment plans: employee stock option plan (ESOP) and profit share certificate.

19.1. ESOP warrant plan

The Group has implemented an ESOP warrant plan for its employees, key managers, directors and/or outside consultants and advisors of the Company (“Beneficiaries”) with grants made each year, since 2019. In accordance with the terms of the plan, as approved by the shareholders. Beneficiaries are granted free of charge the right to exercise their warrants under certain conditions.

The ESOP warrants carry neither rights to dividends nor voting rights.

The ESOP warrants are classified as equity-settled and have a maximum term of 10 years as from the issue date of the ESOP warrants.

The ESOP warrants vest based on the following schedule:

•

25% will vest 12 months after the date of the offer;

•

the remaining 75% of the ESOP warrants will vest monthly over a period of 36 months (i.e., 2.083% vested per month).

However, the terms and conditions of the ESOP warrants include conditions under which the exercisability of the warrants may be accelerated (i.e., in case of a liquidity event or IPO (note 17.2).

On that basis, management made the following assessment about the most-likely outcome of a liquidity event at the different reporting dates.

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As at December 31, 2023, an IPO was considered probable as from October 2024. Based on this expectation, accelerated vesting of the ESOP warrants was recognized, resulting in a corresponding expense being recorded in the consolidated statement of profit or loss. An IPO was subsequently not completed in 2024. As a result, the previously recognized acceleration has been reversed in 2024 due to non-occurrence of an IPO. The revised expectation is that an IPO is considered probable as from October 2025, and vesting has been adjusted accordingly.

The changes of the year for the ESOP warrant plan are as follows:

	2024				2023
	Number of ESOP warrants		Weighted average exercise price (EUR)		Number of ESOP warrants		Weighted average exercise price (EUR)
Outstanding at January 1st		119,851		14.52		116,423		14.83
Granted		114,975		30.97		4,754		17.70
Forfeited		14,385		2.11		1,326		53.39
Outstanding at December 31st		220,441		23.91		119,851		14.52
Exercisable at December 31st		18,450		21.25		13,904		21.25

The fair value of the ESOP warrants is estimated at the grant date using the Black-Scholes option pricing model, considering the terms and conditions upon which the warrants were granted.

The following table provides the input to the Black-Scholes model for the different warrant plans:

ESOP warrants granted in	November 2024		October 2024		September 2024
Number of ESOP warrants granted		14,267		2,378		39,789
Fair value (€)		6.44		6.57		6.49–9.19
Share price (€)		9.20		9.20		9.20
Exercise price (€)		59.95		52.13		0.01–52.93
Expected volatility (%)		92.07		93.22		91.80–91.86
Expected life time of a warrant (years)		10.00		9.72		9.83–9.85
Risk-free rate (%)		2.24		0.02		0.02
Expected dividends (%)		—		—		—

ESOP warrants granted in	March 2024		February 2024		July 2023		March 2023
Number of ESOP warrants granted		43,361		8,480		1,472		1,632
Fair value (€)		21.54–27.79		22.03		71.67–79.79		72.20–79.79
Share price (€)		27.80		27.8		79.8		79.8
Exercise price (€)		0.01–58.52		52.13		0.01–52.13		0.01–52.13
Expected volatility (%)		87.29–87.51		87.77		92.04		94.88
Expected life time of a warrant (years)		9.56–9.59		9.66		9.87		9.86
Risk-free rate (%)		2.45–2.59		2.58		2.935		2.66
Expected dividends (%)		—		—		—		—

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ESOP warrants granted in	January 2023		October 2022		July 2022		April 2022
Number of ESOP warrants granted		1,300		18,847		423		8,959
Fair value (€)		79.79		71.26–79.79		70.64		64.69
Share price (€)		79.80		79.80		79.80		64.70
Exercise price (€)		0.01		0.01–52.13		55.66		0.01
Expected volatility (%)		95.54		89.82–89.76		90.93		88.72
Expected life time of a warrant (years)		9.83		9.92–9.94		9.98		8.93
Risk-free rate (%)		2.37		2,705–3.032		1.67		0.90
Expected dividends (%)		—		—		—		—

ESOP warrants granted in	March 2022		January 2022		July 2021		February 2021
Number of ESOP warrants granted		2,250		1,406		49,681		11,082
Fair value (€)		54.7		55.4		57.52–64.69		7.8
Share price (€)		64.7		64.7		64.7		10.7
Exercise price (€)		52.1		52.1		0.01–52.13		21.3
Expected volatility (%)		89.8		92.4		99.8		83.3
Expected life time of a warrant (years)		9.0		9.2		9.6		9.7
Risk-free rate (%)		0.8		0.1		(0.255)		(0.217)
Expected dividends (%)		—		—		—		—

ESOP warrants granted in	January 2021	June 2020		November 2019		June 2019
Number of ESOP warrrants granted	4,053		4,546		5,933		7,971
Fair value (€)	7.06–7.49		8.4		8.5		7.3
Share price (€)	10.7		10.7		10.7		10.7
Exercise price (€)	21.3		21.3		21.3		21.3
Expected volatility (%)	81.7		91.2		91.7		76.6
Expected life time of a warrant (years)	8.12–9.21		9.8		9.9		9.8
Risk-free rate (%)	(0.405)–(0.350)		(0.392)		(0.196)		—
Expected dividends (%)	—		—		—		—

The above inputs for the Black-Scholes model have been determined based on the following parameters and assumptions:

•

The price of a ESOP common share has been estimated on the basis of an option pricing model (“OPM”) approach calibrated on the latest capital round(s) taking into account the probability of different exit scenarios of IPO and M&A;

•

The expected volatility, determined on the basis of volatility of the share price, is not available as the Company is not a listed company. Therefore, the volatility has been determined using a peer group of listed companies for which historical volatility data of the share price was available. The peer group is composed of five companies active in the same industry and being at a similar stage of development compared to the Company;

•

The risk-free interest rate is based on the Overnight Index Swap (OIS) rate on each valuation date over the lifetime of the warrant;

•

The dividend return is estimated to be zero as no dividend has been paid since inception and the Company has no intention to pay dividends over the life-time of the ESOP warrants; and

•

The expected life term of an ESOP warrant represents the period between the grant date (valuation date) and the anticipated exercise date.

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The expense arising from share-based payment transactions for the warrant plans mentioned above was €1.1 million for 2024 (2023: €2.1 million).

The following ESOP warrants were in place during the current and prior period:

Expiry date	Exercise price per ESOP warrants (in €)		December 31, 2024		December 31, 2023
2029		21.25		16,823		16,960
2030		21.25		16,163		16,625
2031		52.13		13,345		13,345
2031		0.01		44,169		48,907
2032		52.13		5,547		5,883
2032		55.66		423		423
2032		0.01		15,696		17,708
2033		58.52		4,363		—
2033		0.01		38,943		—
2033		52.13		8,535		—
2034		52.93		37,512		—
2034		52.13		15,730		—
2034		0.01		2,277		—
2034		59.95		915		—
Total				220,441		119,851

19.2. Profit share certificate

On March 14, 2019, the Company issued a PSC to a third-party company in return for a research and commercialization license on certain patent rights and know-how (the “IP rights”).

In exchange for the IP rights acquired under the license, the Company has issued a PSC that meets the definition of an equity instrument under IFRS. As a result, the transaction qualifies as an equity-settled share-based payment in accordance with IFRS 2.

The PSC immediately vested at the effective date of the research and commercialization license agreement (i.e., March 14, 2019 or ‘grant date’) as there was no service or other vesting condition to be met. Hence, the fair value was measured at grant date and recognized as an intangible asset (see note 11) with a corresponding increase in equity (share-based payment reserve). No subsequent adjustments are made to equity in accordance with IFRS 2.23 after vesting date.

The Company measures the fair value by reference to the equity instrument issued. In accordance with the terms of the license agreement, the fair value of the PSC at grant date is calculated as 20% of the total equity fair value. The total equity fair value is obtained by multiplying the outstanding number of each class of shares by the corresponding latest share price at the same date (i.e., preferred share price of €85 and common share price of €37.1 as of March 14, 2019) and by subsequently dividing by 80% to gross up the amount to the total equity value (to appropriately take the profit share certificate into account). Refer to note 2.2.8.2 and note 19.2 for more details on the terms and conditions of the profit share certificate.

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20. Other current liabilities

The following table provides an overview of the other current liabilities.

	For the year ended December 31
(In thousands of €)	2024		2023
Trade payables		5,952		6,830
Payroll-related liabilities		1,923		1,249
Social tax payables		177		202
Other current liabilities		—		1
Total trade and other payables		8,052		8,282
Deferred income		801		1,181
Accrued charges		—		15
Total deferred income and accrued charges		801		1,196
Total other current liabilities		8,853		9,478

The decrease in trade payables is primarily due to the nature and timing of contracted activities. In 2023, certain clinical and non-clinical milestones (AGMB-129 and AGMB-447) were achieved and invoiced close to year-end, while in 2024, milestones were due and occurred earlier in the year, resulting in a lower payable balance at year-end.

The advancement of several projects during the period has resulted in an increased need for recruitment, leading to a corresponding rise in payroll-related liabilities as at the reporting date. Deferred income relates to outstanding receivables for VLAIO grants provided by the Flemish government (see section 2.2.10.1 above). The grant matches the period of recognition of the related R&D expenses. Refer to note 15 for the related deferral of these expenses.

21. Pensions and other post-employment benefit plans

The Company offers post-employment retirement benefits to its employees. The plan is a defined contribution plan with an employer contribution equal to 5% of the employee’s gross salary. The plan is individually funded through an insurance company that offers a guaranteed minimum return.

Belgian legislation requires a company sponsoring a defined contribution plan to guarantee a minimum level of return. If the return obtained on the individual accounts, in our case via the insurance company, is lower than the minimum return defined by the legislation, the employer would be required to make additional contributions to cover the shortfall.

The employee will receive its accrued individual account at retirement, including the potential additional contribution paid by the employer. Typically, these benefits are paid as a lump sum at retirement for tax reasons.

Due to this obligation, a Belgian defined contribution plan is treated as a Defined Benefit plan under IFRS Accounting Standards. An IAS 19 valuation has been performed as at December 31, 2024 and no net liability exists for the Company, the gross liability being equal to the assets of €0.2 million as at December 31, 2024.

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The principal assumptions used in determining post-employment benefit obligations for the Group’s plans are shown below:

Assumptions			2024
Discount rate			3.40%
Salary increase (incl. inflation)			4.00%
Legal minimum rate of return			2.50%
Turnover rate			5% until age 55; 0% thereafter
Mortality table (pre-retirement)			MR-5 / FR-5

The following table provides the present value of the defined benefit obligation (DBO) and the fair value of the plan assets.

(In thousands of €)	2024		2023
Present value of defined benefit obligation (DBO)		255		113
Fair value of plan assets (FVPA)		(255)		(113)
Net defined benefit liability/(asset)		—		—

The DBO is floored at the value of plan assets due to the legal minimum return guarantee. Therefore, changes in assumptions such as discount rate, inflation, or turnover do not impact the recognized DBO for 2024.

The following table presents the reconciliation of the net liability for financial year 2024.

(In thousands of €)	2024
Net defined benefit liability at January 1		—
Current service cost		104
Net interest cost		(2)
Employer contributions		(175)
Remeasurements (OCI)		73
Net defined benefit liability at December 31		—

The below tables present the net benefit expense recognized in profit and loss and in other comprehensive income

(In thousands of €)	2024
Current service cost		104
Net interest (expense)/income		(2)
Total pension costs		103

Total pension costs recognized in the statement of profit or loss and are included within “Employee benefits expense”, under other employee benefits.

(In thousands of €)	2024
Actuarial loss–experience adjustment		73
Total recognized in OCI		73

22. Contingent considerations—earn out

Contingent consideration in business combinations, which are classified as financial liabilities, represent additional payments that are contingent upon the occurrence of future events, such as the achievement of specified development milestones.

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The contingent consideration as a result of the acquisition of Agomab Spain consists of maximum future contingent milestone payment to Agomab Spain’s former equity holders of €20 million if all the targets are achieved. The contingent consideration is payable upon the occurrence of the following earn-out events:

•

€10 million shall be paid upon the first dosing of the first subject in the first qualifying Phase 2 Clinical Trial with the first Agomab Spain product on or before December 31, 2030;

•

€5 million shall be paid upon the first dosing of the first subject in the first qualifying Phase 3 Clinical Trial with the first Agomab Spain product on or before December 31, 2035;

•

€5 million shall be paid upon obtaining Regulatory Approval for the first Agomab Spain product in the United States on or before December 31, 2040.

The fair value of the contingent consideration was estimated at €3.95 million at acquisition date (i.e., December 14, 2021). This estimation was based on the cash outflow associated with each of the potential scenarios, the likelihood of achieving each of the potential scenarios and the timing of any cash payments following the achievement of these scenarios assessed at the time of the acquisition. Management’s estimate regarding the achievement of the different scenarios and corresponding phases in the clinical processes are based on a combination of internal data, historical experience based on scientific studies, and industry knowledge.

At each reporting date, the fair value of the contingent consideration is re-measured based on the present value of expected future cash flows, adjusted for risk, and discounted using the WACC. The WACC is considered an appropriate discount rate as it takes into account only the cost of equity.

	For the year ended December 31
(In thousands of €)	2024		2023
Probability weighted average of different scenarios		8,800		8,800
WACC (%)		16.60		16.80
Contingent consideration		7,879		7,500

If the likelihood of achieving the first milestone (Phase 2) is increased by 10% without changing the timing of the achievement or the WACC, the impact on the contingent consideration would be an increase of €0.722 million as at December 31 2024, €0.925 million as at December 31, 2023 and €0.783 million as at January 1, 2023.

If the timing for reaching the different earn-out milestones were delayed by 1 year without changing the likelihood of achieving the milestones or the WACC, the impact on the contingent consideration would be a decrease of €1.123 million as at December 31, 2024, €1.081 million as at December 31, 2023 and €0.659 million as at January 1, 2023.

If the WACC was increased by 1% without the likelihood of achieving the milestones or the timing of their achievement, the impact on the contingent consideration would be a decrease of €0.039 million as at December 31, 2024, €0.054 million as at December 31, 2023 and €0.073 million as at January 1, 2023.

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23. Fair value

23.1. Financial assets and liabilities

The following table provides an overview of the financial assets.

		For the year ended December 31
(In thousands of €)	Category	2024		2023
Financial assets
Other non-current assets	FAAC*		13		14
Cash and cash equivalents	FAAC*		171,459		122,402
Total			171,472		122,416

The carrying value of cash and cash equivalents and other current assets approximate their fair value.

The following table provides an overview of the financial liabilities:

		For the year ended December 31
(In thousands of €)	Category	2024		2023
Financial liabilities
Contingent considerations - earn out (level 3)	FLAFVTPL***		7,879		7,500
Anti-dilution warrants (level 3)	FLAFVTPL***		—		1,226
Trade and other payables	FLAC**		8,052		8,282
Total			15,931		17,008

(*) Financial assets measured at amortized cost

(**) Financial liabilities measured at amortized cost

(***) Financial liabilities measured at fair value through profit and loss

The carrying value of trade and other payables approximates their fair value.

During the 2024 reporting period, there were no transfers performed between level 1 and 2, or between level 2 and level 3 for assets and liabilities measured at fair value on a recurring basis. The absence of transfers reflects the stability and consistency in valuation methods and inputs.

The following table provides a reconciliation from the opening to closing balances of 2024 for the recurring fair value measurements categorized within level 3 of the fair value hierarchy.

(in thousands of €)	Contingent considerations– earn out		Anti-dilution warrants
As at January 1, 2023		(4,373)		(23,318)
Total gains or losses for the period
included in profit or loss		(3,127)		22,092
include in OCI		—		—
As at December 31, 2023		(7,500)		(1,226)
Total gains or losses for the period
included in profit or loss		(379)		1,226
include in OCI		—		—
As at December 31, 2024		(7,879)		—

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As the probability of an exit without an intermediate funding round has increased to 100% as of December 31, 2024, the fair value of the ADWs has been reduced to €0.0 million (December 31, 2023: €1.2 million; December 31, 2022: €23.3 million). This change in fair value has resulted in a gain of €1.2 million recognized within the statement of comprehensive income for the year ended December 31, 2024 (2023: gain of €22.1 million). The reduction reflects management’s updated assessment that an exit will occur without any further intermediate funding, making the ADWs no longer exercisable. The earn-out liability increased from €7.5 million as of December 31, 2023 to €7.8 million as of December 31, 2024.

The increase for the year ended December 31, 2024 is the effect of increased probability of meeting the contractually agreed milestones pursuant to which the earn-out is calculated. This resulted in an additional cost recognized within the statement of comprehensive income of €0.4 million for the year ended December 31, 2024.

24. Financial risk management

24.1. Market risks

The Company is not significantly exposed to market risks such as interest rate risk, foreign currency risks and other market risks that may impact the fair value or future cash flows of its financial instruments. As such, sensitivity analysis is not provided.

24.2. Interest rate risk

The Company is only subject to changes in variable interest rates on cash and cash equivalents. The Company is not subject to immediate changes in interest rates from borrowings.

24.3. Foreign exchange risk

The Group does not currently have any customers and purchases the majority of its materials and services in Euros, which is the functional currency of the Group entities. The Group is however exposed to limited purchase contracts in USD, CHF, and GBP. On that basis, the Group is not subject to significant foreign exchange risks. Any purchases in foreign currencies are settled at the spot rate at the time of payment, which is within one month of the invoice date. As such, sensitivity analysis is not provided.

24.4. Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company’s main sources of cash inflows are through capital increases and government grants. All cash is held in immediately accessible current accounts with reputable banks and, if deemed appropriate, term deposit accounts with maturity of one year or less in duration. The Company does not have any unused credit lines available.

24.5. Credit risk

Credit risk is the risk that third parties may not meet their contractual obligations resulting in a loss for the Group. The Group is exposed to credit risk from its operating activities, which are currently only cash held and short-term deposits with high-creditworthy financial institutions. The Group limits this exposure by contracting with credit-worthy business partners or with financial institutions which meet high credit rating requirements. Grant receivables are from the government and are considered a very low credit risk.

25. Related party disclosures

Transactions between the Company, its Directors and key management personnel are described below. Balances and transactions between the Company and its subsidiary, which is a related party of the Company, have been eliminated on consolidation and are not disclosed in this note. There were no other related party transactions.

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25.1. Remuneration of key management personnel

As at December 31, 2024 the key management team included six members:

•

Chief Executive Officer, Mr. Tim Knotnerus;

•

Chief Medical Officer, Mr. Philippe Wiesel;

•

Chief Development Officer, Mrs. Andrea Sáez;

•

Chief Finance Officer, Mr. Pierre Kemula;

•

Chief Business Officer, Mr. Paul van der Horst;

•

General Counsel, Mrs. Ellen Lefever.

Their combined remuneration package, including employer taxes, amounted to the following:

(In thousands of €)	2024		2023
Number of management members and Executive Directors		6		6
Short-term employee benefits		2,224		2,022
Post employment benefits				—
Other long-term benefits				—
Termination benefits				—
Share-based payments		171		822
Total		2,401		2,844
Of which outstanding at year-end		573		1,465
ESOP warrants granted during the year		49,324		—
ESOP warrants outstanding		109,993		72,619

No loans, quasi-loans or other guarantees are outstanding with members of the executive management team.

25.2. Remuneration of the Board

The total remuneration of the Board of Directors in 2024 and 2023 was €0.2 million and €0.6 million respectively. No advances or credits have been granted to any member of the Board of Directors. None of the members of the Board of Directors have received any non-monetary remuneration other than ESOP warrants.

26. Audit fees

The fees for professional services provided by the auditor, PwC, were as follows:

(In thousands of €)	2024		2023
Audit fees		67		33
Audit related fees		635		164
Other non-audit services		9		13
Total Audit fees		711		210

27. Events after the reporting period

After the reporting date and prior to the approval of the financial statements, the Company signed an amendment to the existing Share Purchase Agreement relating to the acquisition of Agomab Spain S.L.U, resulting in new information regarding the contingent earn-out consideration. Based on these new contractual terms that were agreed, the first initial earn-out milestone has changed from a €10 million payment (see note 22) to a €3 million payment upon contract signature and a second payment of €7 million contingent on the first dosing of the first subject with the first Agomab Spain product in either a phase 2 or proof-of-concept clinical trial that (A) has safety and efficacy as its primary and/or secondary endpoints and (B) meets the other contractually agreed criteria,

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on or before 31 December 2030. The Company considered this to be a non-adjusting subsequent event with an increase of €2.5 million on the contingent consideration as at December 31, 2024.

Additionally, after the reporting date and prior to the approval of the financial statements, the Company has decided to pause the start of any further development on one of its preclinical stage assets, relating to the research and commercialization license (see note 11). This strategic decision has been made because the Company will focus its efforts on other therapeutic areas. The Company is assessing strategic options for the accumulated know-how and IP related to this asset.

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Unaudited condensed consolidated statement of profit or loss

		For the nine months ended September 30,
(in thousands of €)	Notes	2025		2024
Research and development expenses	5.1		(35,015)		(28,582)
General and administrative expenses	5.1		(9,620)		(8,664)
Total operating expenses			(44,635)		(37,246)
Other operating income	5.2		1,887		1,039
Operating loss			(42,748)		(36,207)
Changes in fair value of financial liabilities	11		(3,227)		1,147
Financial expenses			(199)		(222)
Financial income			1,028		747
Loss before taxes			(45,146)		(34,535)
Income tax (expenses)/income			—		—
Loss for the period			(45,146)		(34,535)
Weighted average number of common shares outstanding	6		25,000		25,000
Basic and diluted loss per share (in thousands of €)	6		(2.26)		(1.68)

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

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Unaudited condensed consolidated statement of comprehensive income or loss

		For the nine months ended September 30,
(in thousands of €)	Notes	2025		2024
Loss for the period*			(45,146)		(34,535)
Items that may be reclassified to profit or loss
Foreign currency translation differences			64		1
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit obligations			(3)		(55)
Other comprehensive income (loss) for the period, net of tax			61		(54)
Total comprehensive loss for the period*			(45,085)		(34,589)

The loss and total comprehensive loss for the period is fully attributable to the owners of the parent

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

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Unaudited condensed consolidated statement of financial position

(In thousands of €)	Notes		As of September 30, 2025		As of December 31, 2024
Assets
Non-current assets
Intangible assets				20,110		20,110
Goodwill				8,612		8,612
Property, plant and equipment				529		619
Right-of-use assets				1,146		1,373
Other financial assets		11		11		12
Other non-current assets				2,210		1,787
Total non-current assets				32,618		32,513
Current assets
Other current assets		5.2		3,428		2,386
Cash and cash equivalents		7		129,585		171,459
Total current assets				133,013		173,845
Total assets				165,631		206,358
Equity
Share capital				223,072		223,072
Share premium reserve				76,634		76,634
Accumulated loss				(164,266)		(119,181)
Share-based payment reserves		9		12,457		8,522
Other reserves				(966)		(966)
Equity attributable to the owners of the parent				146,931		188,081
Total equity				146,931		188,081
Liabilities
Non-current liabilities
Non-current lease liabilities				1,085		1,272
Contingent consideration		10;11		8,106		7,879
Total non-current liabilities				9,191		9,151
Current liabilities
Current lease liabilities				242		273
Anti-dilutive warrants		8		—		—
Trade and other payables				7,581		8,052
Deferred income and accrued charges		5.2		1,686		801
Total current liabilities				9,509		9,126
Total liabilities				18,700		18,277
Total equity and liabilities				165,631		206,358

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

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Unaudited condensed consolidated statement of changes in equity

(In thousands of €)	Share capital		Share premium reserve		Accumulated loss		Translation reserve		Actuarial losses		Share-based payment reserve		Other reserves		Equity attributable to owners of the Company		Total equity
Balance at January 1, 2024		174,712		42,939		(72,831)		—		—		7,452		(837)		151,435		151,435
Loss for the year		—		—		(34,535)		—		—		—		—		(34,535)		(34,535)
Other comprehensive income		—		—		—		1		(55)		—		—		(54)		(54)
Total comprehensive loss for the year		—		—		(34,535)		1		(55)		—		—		(34,589)		(34,589)
Share-based payments		—		—		—		—		—		572		—		572		572
Transaction costs to be deducted from equity (IAS 32)		—		—		—		—		—		—		2		2		2
Balance at September 30, 2024		174,712		42,939		(107,366)		1		(55)		8,024		(835)		117,420		117,420
Balance at January 1, 2025		223,072		76,634		(119,098)		(10)		(73)		8,522		(966)		188,081		188,081
Loss for the period		—		—		(45,146)		—		—		—		—		(45,146)		(45,146)
Other comprehensive income		—		—		—		64		(3)		—		—		61		61
Total comprehensive loss for the period		—		—		(45,146)		64		(3)		—		—		(45,085)		(45,085)
Share-based payments		—		—		—		—		—		3,935		—		3,935		3,935
Transaction costs to be deducted from equity (IAS 32)		—		—		—		—		—		—		—		—		—
Balance at September 30, 2025		223,072		76,634		(164,244)		54		(76)		12,457		(966)		146,931		146,931

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

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Unaudited condensed consolidated statement of cash flows

	For the nine months ended September 30,
(In thousands of €)	2025		2024
Net income/(loss) for the period		(45,146)		(34.535)
Adjustments for non-cash items:
Fair value gain (loss) on financial liabilities		3,227		(1,147)
Depreciation & amortization		302		226
Share-based payment expenses		3,935		572
Net foreign exchange losses (gains)		31		102
Interest expenses		47		59
Interest income		(908)		(687)
Operating cash flows before movements in working capital		(38,512)		(35,410)
Movements in working capital:
Decrease/(increase) in other current assets		(955)		(152)
Decrease/(increase) in other non-current assets		(423)		(317)
Increase/(decrease) in trade and other payables		(471)		1,084
Increase/(decrease) in deferred income		885		(275)
Interest paid		(6)		(8)
Interest received		912		687
Net cash flows from/(used in) operating activities		(38,570)		(34,391)
Purchase of property, plant and equipment		—		(312)
Payment of contingent consideration from previous acquisition		(3,000)		—
Net cash flows from/(used in) investing activities		(3,000)		(312)
Repayment of lease liabilities		(304)		(100)
Proceeds from capital increase		—		15,000
Net cash flows from/(used in) financing activities		(304)		14,900
Net increase/(decrease) in cash and cash equivalents		(41,874)		(19,803)
Cash and cash equivalents at beginning of the period		171,459		122,402
Cash and cash equivalents at end of the period		129,585		102,599

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

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Notes to the unaudited condensed consolidated financial statements

1. Corporate information

Agomab Therapeutics NV (further referred to as the “Company”) is a limited liability company incorporated and domiciled in Belgium. The registered office is located at 1/6 Posthoflei, 2600 Antwerp, Belgium.

The Company has two fully owned subsidiaries, Agomab Spain S.L.U. (further referred as “Agomab Spain” and formerly known as Origo Biopharma, S.L.), and a subsidiary within the United States of America (the “US”), Agomab US Inc. (further referred to as “Agomab US”), established on May 31, 2024. The Company, its Spanish and US subsidiaries (together referred to as the “Group”) are clinical-stage biopharmaceutical companies focused on developing novel disease-modifying therapies for immunology and inflammatory diseases. The Group is active primarily in Europe.

Information on other related party transactions is provided in note 12.

The condensed consolidated financial statements (further referred to as the “unaudited condensed consolidated financial statements”) of the Group for the nine-month period ended September 30, 2025, are unaudited, however, in the opinion of the Company, the financial data includes all adjustments necessary for a fair statement of the results for the first nine-month period ended September 30, 2024 and 2025.

2. Material accounting policies

2.1. Basis of preparation

The unaudited condensed consolidated financial statements for the nine months ended September 30, 2025, have been prepared in accordance with IFRS Accounting Standard IAS 34 ‘Interim Financial Reporting’ as issued by the IASB. These unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2024. The Group’s financial results have varied substantially, and are expected to continue to vary, from quarter to quarter. The Company therefore believes that period to period comparisons should not be relied upon as indicative of future financial results.

The unaudited condensed consolidated financial statements have been prepared on a historical cost basis, except for derivative instruments, defined benefit pension plan assets and contingent consideration, that are measured on the basis of fair value (see note 11). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. All financial assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•

Level 1: quoted (unadjusted) market prices in active markets for identical assets or liabilities;

•

Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement, is directly or indirectly observable; or

•

Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is, unobservable.

The unaudited condensed consolidated financial statements are presented in thousands of euros and all currency amounts are rounded to the nearest thousands, except where indicated otherwise.

The unaudited condensed consolidated financial statements were authorized for issue by the Company’s board of Directors, or the Board, on December 9, 2025.

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2.2. Going concern

•

Cash and cash equivalents available at the issuance date of the financial statements;

•

Cash use projected in accordance with the approved budget for next 12-month period from the issuance date of the financial statements;

•

Availability of grant funding; and

•

Financial facilities open to the Company for raising new funds by new capital increases.

Whilst the current cash position is sufficient for the Group’s immediate and mid-term needs, the executive management committee and the Board regularly assess if the Company’s research and development activities continue to deliver added value. The Company may seek additional funding to support the continuing development of its portfolio of products or to allow it to be able to execute other business opportunities. Management has concluded that there was no substantial doubt about its ability to continue as a going concern for at least 12 months from issuance of these financial statements and accordingly, these unaudited condensed consolidated financial statements have been prepared on a going concern basis.

2.3. Changes in accounting policies

There were no significant changes in accounting policies, critical accounting judgements and key sources of estimation uncertainty in these unaudited condensed consolidated financial statements compared to those used in the annual consolidated financial statements for the year ended December 31, 2024. Furthermore, new and amended standards and interpretations, applicable for annual periods beginning on January 1, 2025 did not have any material impact on our unaudited condensed consolidated financial statements.

2.4. New and revised standards not yet adopted

There has been no early adoption of any other standard, interpretation, or amendment that has been issued but is not yet effective. The assessment of the impact of these new accounting standards and amendments that are not yet effective is ongoing, but it is expected that no standard will have a material impact on our financial statements in the period of initial application except for the effect of IFRS 18 (effective for the period beginning January 1, 2027) as mentioned below.

IFRS 18 Presentation and disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the unaudited condensed consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorization and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

2.5. Key judgements and major sources of estimation uncertainty

The preparation of these unaudited condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities and the accompanying disclosures. On an ongoing basis, management evaluates its estimates, assumptions and judgements. The judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are consistent with those applied in the annual consolidated financial statements for the year ended December 31, 2024, except as disclosed below.

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2.5.1. Share-based payment transactions—ESOP warrants

As the Group progressed further toward an initial public offering, the fair value determination of the ESOP common shares was updated to a combination of probability weighted scenarios under an option pricing model and a net present value analysis taking into account last capital round(s), changes in the value since the last capital round(s) and different exit scenarios of an IPO and M&A transaction.

3. Overview of the consolidation scope

3.1. Subsidiaries

The consolidated financial statements of the Company include:

Company name	Registration number	Location	Financial interest (%)
Agomab Therapeutics NV	674527310	Antwerp, Belgium	Parent
Agomab Spain S.L.U.	B32478414	Fonte Díaz-A Coruña, Spain	100%
Agomab US Inc.	99-3323612	Delaware, USA	100%

4. Segment reporting

Segment information is determined consistent with the internal reporting to the chief operating decision makers (CODM) of the Group, i.e., the person or persons who take decisions about the allocation of resources and evaluate financial performance. Currently the CODM is the key management personnel. The CODM reviews information at the consolidated level for resource allocation and evaluation of the Group’s financial performance and considers one segment whilst reviewing this information.

The below table presents the non-current assets per country:

(In thousands of €)	As of September 30, 2025		As of December 31, 2024
Agomab Belgium		5,440		5,309
Agomab Spain		27,178		27,204
Agomab US		—		—
Total non-current assets		32,618		32,513

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5. Income and expenses

5.1. Operating expenses

The operating expenses are as follows:

	Nine months ended September 30,
(In thousands of €)	2025		2024
Clinical trial expenses		26,443		22,707
Employee benefits		5,314		3,037
R&D consulting		1,662		1,572
Share-based payments		1,067		(26)
Chemicals and small materials		218		922
Patent related charges		311		370
Total research and development expenses		35,015		28,582
Employee benefits		3,847		3,328
Share-based payments		2,867		598
Professional service fees		760		2,923
Office materials and services		997		481
Travel and meeting expenses		520		450
Facility rent and expenses		105		235
Board fees		43		52
Depreciation and amortization		302		226
Recruitment		80		204
Other G&A expenses		99		167
Total general and administrative expenses		9,620		8,664
Total operating expenses		44,635		37,246

Increases in research and development (R&D) expenses are mainly related to clinical trial expenses, which are outsourced activities, specifically for the two lead programs ontunisertib and AGMB-447. These increases mainly relate to progress being made within the clinical testing phase for both lead programs as at September 30, 2025. Employee benefits increased due to an increase in full-time equivalent (FTE) employees compared to the prior period. The Group had an average of 38.7 FTEs in R&D as at September 30, 2025, compared to 29.1 FTEs in R&D as at September 30, 2024.

Decreases within General and Administrative (G&A) expenses mainly relate to costs related to an initial public offering, or IPO, for the nine months ended 30 September 2024, as an IPO was not considered probable as of the reporting period, offset by increased employee benefits expenses due to an increase in full-time equivalent (FTE) employees compared to the prior period. The Group had an average of 23.4 FTEs in G&A as at September 30, 2025 compared to 17.8 FTEs in G&A as at September 30, 2024. Professional service fees mainly relate to IPO-related expenses. The decrease in professional service fees reflect the timing of engagements and invoicing; there has been no material change in contractual rates or the scope of services.

The increase in share-based payments expenses for both R&D and G&A are primarily due to the increase in the value of the common stock and the timing and amount of awards issued during the nine month periods ended 30 September, 2025 and 2024 (see section 2.5.1 and section 9).

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5.2. Other operating income

The other operating income consists of:

	Nine months ended September 30,
(In thousands of €)	2025		2024
Grants received		886		254
R&D tax credit		422		317
R&D personnel credit		543		432
Other Income		36		36
Total other operating income		1,887		1,039

The Company received two VLAIO grants to support R&D activities during the nine months ended as of September 30, 2025. No conditions related to the above government grants were unfulfilled, nor were there any related material contingencies at the date of the approval of the consolidated financial statements.

In conjunction with the increase in grants received, grants receivables increased by €3.0 million and deferred income increased by €2.2 million as of September 30, 2025, compared to December 31, 2024, reflecting the main movement in respectively other current assets and deferred income and accrued charges.

R&D personnel credits relate to a government incentive to support innovation via a reduction in withholding income taxes for qualified personnel employed in research and development. The received incentive increased proportionally to the increase in average FTEs in R&D from 29.1 per September 30, 2024, to 38.7 per September 30, 2025.

6. Loss per share

The calculation of the basic and dilutive loss per share on September 30, 2025, and September 30, 2024 is based on the holders of common shares attributable (loss) or profit and the weighted average number of common shares outstanding during the year.

	Nine months ended September 30,
(in thousands of €)	2025		2024
Basic loss
Loss for the period		(45,146)		(34,535)
Loss attributable to the holder of the profit share certificate(1)		2,185		2,295
Cumulative dividend on preferred shares (Series A, B, C and D)(2)		(13,486)		(9,793)
Loss attributable to the common shareholders		(56,447)		(42,033)
Diluted loss
Dilution effect of ESOP warrants, preferred shares, anti-dilutive warrants and profit share certificate		—		—
Loss attributable to common shareholders, after dilution effect		(56,447)		(42,033)

(1) Reflects the impact of the liquidation interest profit share in relation to the profit share certificate (4.84% in 2025 and 6.60% in 2024).

(2) The cumulative dividend (i.e., a fixed cumulative cash preferential dividend at 6% p.a. of the issue price of the preferred shares) is calculated on the issue price of the preferred shares over the period they were outstanding. In the event of a qualified IPO, the preferred shares will automatically convert into common shares, on a 1:1 basis, without any pay-out in the form of cash or common shares relating to the cumulative dividend.

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	Nine months ended September 30,
Number of shares	2025		2025
Weighted average number of common shares outstanding during the period for basic and diluted EPS		25,000		25,000
Total weighted average number of common shares outstanding during the period for basic and diluted EPS		25,000		25,000

	Nine months ended September 30,
(in thousands of €)	2025		2025
Basic loss per share		(2.26)		(1.68)
Diluted loss per share		(2.26)		(1.68)

Although the Company has common shares that could be issued upon the potential exercise of ESOP warrants, conversion of preferred shares, conversion of anti-dilutive warrants and the profit share certificate, they have a non-dilutive effect, since the Group is in a loss-making position for the nine-month period ended September 30, 2025, and for the nine-month period ended September 30, 2024.

7. Cash and cash equivalents

Cash and cash equivalents are as follows:

(In thousands of €)	As of September 30, 2025		As of December 31, 2024
Term deposits		75,000		145,000
Cash at bank and in hand		54,585		26,459
Total cash and cash equivalents		129,585		171,459

Cash and cash equivalents consist of unrestricted cash held at banks and short-term deposits that are readily convertible to cash and are subject to an insignificant risk of changes in value. Cash at bank is represented by current accounts at reputable European banks with strong credit ratings. Current financial assets relate to a term deposit held at reputable European banks with credit rating ‘A’, with maturity dates three months or less from inception date.

The carrying amount of the cash and cash equivalents is a reasonable approximation of their fair value.

8. Anti-dilution warrants

The fair value measurement of the anti-dilution warrants, or ADWs, is classified as level 3, as the valuation requires estimates of the timing of future capital rounds as well as estimates of future capital needs and the probability of non-occurrence of an IPO.

A Monte-Carlo simulation was used to calculate the valuation of the ADWs for each occurrence of an expected funding round. The total fair value is the sum of the separate Monte-Carlo simulations multiplied by the probability of occurrence. Refer to note 10 for an overview of the movements in the anti-dilution warrants.

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The fair value of the anti-dilution warrants was determined to be as follows:

(in thousands of €)
Fair Value

09/30/2025

12/31/2024

Series A

—

Series B

—

Series C

—

Series D

—

Total Anti-dilutive warrants

—

The Monte-Carlo simulation is multiplied by the probability of occurrence of a next expected funding round, considering that there is a chance of an exit (i.e., qualified IPO or liquidity event) without an intermediate funding round. In case of such an exit, the ADWs would expire and would have no remaining value.

Exit probabilities without intermediate funding round

09/30/2025

12/31/2024

Series A, Series B, Series C and Series D

100%

Volatility

09/30/2025

12/31/2024

Series A, Series B, Series C and Series D

77.59%

57.89%

(in thousands of €) Sensitivity analysis		09/30/2025		12/31/2024
Series A	Exit probabilities -5%		26		30
Series B	Exit probabilities -5%		499		456
Series C	Exit probabilities -5%		486		446
Series D	Exit probabilities -5%		572		521

9. Share-based payments

The Group has implemented ESOP warrant plans for its employees, key managers, directors and/or outside consultants and advisors of the Company, or the Beneficiaries. In accordance with the terms of the plan, as approved by the shareholders, the Beneficiaries are granted, free of charge, the right to exercise their warrants under certain conditions.

The fair value of the warrants is estimated at the grant date using the Black-Scholes option pricing model, considering the terms and conditions upon which the warrants were granted.

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During the nine-month interim period ended September 30, 2025, the Group granted a total of 57,150 stock options to its Beneficiaries. The following table provides the input to the Black-Scholes model used for these new grants:

Stock options granted in			January 6, 2025
Number of options granted			57,150
Fair value (€)			97.45 / 87.24 / 86.83
Share price (€)			97.46
Exercise price (€)			0.01 / 59.95 / 64.40
Expected volatility (%)			91.22
Expected lifetime of a warrant (years)			9.83
Risk-free rate (%)			2.316
Expected dividends (%)			—

The inputs for the Black-Scholes model have been determined in accordance with the parameters and assumptions outlined in the annual consolidated financial statements for the year ended December 31, 2024 (see section 2.5.1).

The total expense arising from share-based payment transactions for the warrant plans recognized during the nine-month interim period ended September 30, 2025, was €3.9 million and for the nine-month interim period ended September 30, 2024, total expenses recognized was €0.6 million. The increase of approximately €3.3 million is primarily related the increase in the value of the common stock and the timing and amount of awards issued during the nine month periods ended 30 September 2025 and 2024 (see note 2.5.1) .

The following ESOP warrants were in place during the current and prior periods:

	exercise price per warrants (in €)		Outstanding stock options on
Expiry date	exercise price per warrants (in €)		September 30, 2025		December 31, 2024
2029		21.25		16,823		16,823
2030		21.25		16,163		16,163
2031		52.13		13,345		13,345
2031		0.01		44,169		44,169
2032		52.13		5,493		5,547
2032		55.66		423		423
2032		0.01		15,696		15,696
2033		58.52		4,363		4,363
2033		0.01		38,943		38,943
2033		52.13		8,475		8,535
2034		52.93		37,512		37,512
2034		52.13		15,655		15,730
2034		0.01		36,930		2,277
2034		59.95		16,834		915
2034		64.40		6,503		—
Total				277,327		220,441

10. Contingent considerations—earn out

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WACC. The WACC is considered an appropriate discount rate as it takes into account only the cost of equity. The contingent consideration as a result of the acquisition of Agomab Spain consists of maximum future contingent milestone payment to Agomab Spain’s former equity holders of €20 million if all the targets are achieved. The contingent consideration is payable upon the occurrence of earn-out events.

(In thousands of €)	As of September 30, 2025		As of September 30, 2024
Probability weighted average of different scenarios		10,500		8,800
WACC		16.5%		16.7%
Contingent consideration		8,105		7,579

During the nine months period ended September 30, 2025, the Company signed an amendment to the existing Share Purchase Agreement relating to the acquisition of Agomab Spain S.L.U, resulting in new information regarding the contingent earn-out consideration. Based on these new contractual terms that were agreed, the first initial earn-out milestone has changed from a €10 million payment to a €3 million payment upon contract signature and a second payment of €7 million contingent on the first dosing of the first subject with the first Agomab Spain product in either a phase 2 or proof-of-concept clinical trial that (A) has safety and efficacy as its primary and/or secondary endpoints and (B) meets the other contractually agreed criteria on or before 31 December 2030. €3.0 million was paid during the nine months period ended September 30, 2025 in consideration for achieving the first tranche of the first milestone.

If the likelihood of achieving the second tranche of the first milestone (Phase 2) is increased by 10% to 85% without changing the timing of the achievement or the WACC, the impact on the contingent consideration would be an increase of €0.925 million as at September 30, 2024. Since the likelihood of achieving the first milestone (Phase 2) is 100% as at September 30, 2025, there is no impact on the contingent consideration as at September 30, 2025.

If the timing for reaching the different earn-out milestones were delayed by one year without changing the likelihood of achieving the milestones or the WACC, the impact on the contingent consideration would be a decrease of €0.884 million as at September 30, 2025 and a decrease of €1.217 million as at September 30, 2024.

If the WACC was increased by 1% without the likelihood of achieving the milestones or the timing of their achievement, the impact on the contingent consideration would be a decrease of €0.104 million as at September 30, 2025 and a decrease of €0.053 million as at September 30, 2024.

11. Fair value

The following table provides an overview of the carrying value of the financial assets:

(In thousands of €)

Category

As of
September 30,
2025

As of
December 31,
2024

Financial assets

Other financial assets

FAAC*

Cash and cash equivalents

FAAC*

129,585

171,459

Total

129,596

171,471

The carrying value of cash and cash equivalents and other financial assets approximate their fair value. During the nine-month interim period ended September 30, 2025, no transfers were performed between level 1 and 2, and between level 2 and 3 for assets and liabilities measured at fair value on a recurring basis. The absence of transfers reflects the stability and consistency in valuation methods and inputs.

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The following table provides an overview of the carrying value of the financial liabilities:

(In thousands of €)	Category	As of September 30, 2025		As of December 31, 2024
Financial liabilities
Contingent considerations - earn out (level 3)	FLAFVTPL**		8,106		7,879
Anti-dilution warrants (level 3)	FLAFVTPL**		—		—
Trade and other payables	FLAC*		7,581		8,052
Total			15,687		15,931

(*) Financial assets and liabilities measured at amortized cost

(**) Financial liabilities measured at fair value through profit and loss

The carrying value of trade and other payables approximates their fair value.

The following table provides a reconciliation for the recurring fair value measurements categorized within level 3 of the fair value hierarchy.

(in thousands of €)	Contingent considerations– earn out		Anti-dilution warrants
As at December 31, 2023		(7,500)		(1,226)
Total gains or (losses) for the period
included in profit or loss		79		1,226
include in OCI		—		—
As at September 30, 2024		(7,421)		—
As at December 31, 2024		(7,879)		—
Total gains or (losses) for the period
included in profit or loss		(3,227)		—
include in OCI		—		—
Settlements		3,000		—
As at September 30, 2025		(8,106)		—

Since the probability of an exit without intermediate funding round has increased to 100% as of September 30, 2024, the fair value of these ADWs, are reduced to €0.0 million as of September 30, 2024. This change in fair value has resulted in a gain of €1.1 million recognized in the statement of comprehensive income for the period ended September 30, 2024. The probability of an exit without intermediate funding round remained unchanged as of September 30, 2025. The reduction reflects management’s updated assessment that an exit will occur without any further intermediate funding, making the ADWs no longer exercisable.

The earn-out liability increased from €7.9 million as of December 31, 2024, to €8.1 million as of September 30, 2025. The increase for the nine months ended September 30, 2025, is due to the increased probability of meeting the contractually agreed milestones pursuant to which the earn-out is calculated. This resulted in an additional cost recognized within the statement of comprehensive income of €3.2 million for the nine months ended September 30, 2025. The increase has been offset by a €3.0 million payment made for achieving the first tranche of the first milestone (see note 10).

12. Related party transactions

Transactions between the Company, its directors and key management personnel for the nine-month interim period ended September 30, 2025, are described below. Balances and transactions between the Company and

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its subsidiary, which is a related party of the Company, have been eliminated on consolidation and are not disclosed in this note. There were no other related party transactions.

During the nine months ended September 30, 2025, the Group paid a milestone consideration of €3 million to the former shareholders of Origo Biopharma, S.L., in accordance with the terms of the acquisition agreement. These payments reflect consideration for the business acquired and are not related to services provided to the Group. One beneficiary subsequently invested in the share capital of the Group during our Series B Extension, Series C and Series D capital raise and another beneficiary joined the Group’s management team; however, the earn-out terms were not linked to employment.

The payments to these related parties were made on the same terms and conditions as those applicable to the other former shareholders and formed part of the total consideration recognized under IFRS 3 Business Combinations.

13. Events after the reporting period

No events have occurred after the reporting period ended September 30, 2025, that could have a material impact on the interim unaudited condensed consolidated financial statements.

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American Depositary Shares

Representing common shares

PRELIMINARY PROSPECTUS

	J.P. Morgan
	Morgan Stanley
	Leerink Partners
	Van Lanschot Kempen

, 2026

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of directors and officers.

Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. Our directors may be liable to our company and to third parties for infringement of our articles of association or Belgian company law. Under certain circumstances, directors may be criminally liable. We maintain liability insurance for the benefit of our directors and members of our executive committee.

In the underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, the underwriters will agree to indemnify, under certain conditions, us, the members of our board of directors and persons who control our company within the meaning of the Securities Act against certain liabilities, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration statement and certain other disclosure documents.

Item 7. Recent sales of unregistered securities.

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

Preferred share issuances

In June 2022, we issued and sold an additional 184,086 Series B preferred shares, at a purchase price of approximately €208.50 per share for an aggregate amount of €38.4 million, to certain institutional and sophisticated investors pursuant to an amendment to the March 2021 SSA.

In October 2023, we issued and sold 455,004 Series C preferred shares, at a price of €208.50, for an aggregate amount of approximately €94.9 million to certain institutional and sophisticated investors pursuant to a share subscription agreement among us and the investors party thereto.

Anti-Dilutive Warrant issuances

In June 2022, October 2023 and November 2024, we issued anti-dilutive warrants to each of the investors in the series financings which allows the holder to exercise such warrants in the event the Company issues shares with an exercise price lesser than the subscription price which such investors paid for the shares. In addition, in July 2024, we re-issued anti-dilutive warrants to each of the investors in the Series A preferred shares since the initial Series A anti-dilutive warrants had a duration of five years, expiring in 2024.

Issuances of equity awards

Since January 1, 2022, we have granted warrants to purchase shares to employees, directors, consultants and service providers covering an aggregate of 208,630 ESOP common shares with a weighted average exercise price of €26.14 per share. In October and November 2025, we have additionally granted warrants to purchase shares to employees and directors covering an aggregate of 25,508 ESOP common shares with a weighted exercise price of €61.43 per share.

All of the foregoing issuances were made either (a) outside the United States pursuant to Regulation S promulgated under the Securities Act with no directed selling efforts in the United States or (b) to U.S. persons pursuant to Section 4(a)(2) of the Securities Act in that the transactions were between an issuer and sophisticated investors

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and did not involve any public offering or such issuances were made pursuant to Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation.

Item 8. Exhibits and financial statement schedules.

(a) Exhibits

	Exhibit Number			Description of Exhibit
	**1.1			Form of Underwriting Agreement.
	*2.1†+			Share Purchase Agreement, dated as of October 26, 2021, by and between Sabadell Asabys Health Innovation Investments S.C.R., S.A., Galchimia, S.A., Darpaufarma, S.L., Autiria Biomed, S.L., Galicia Innova Tech, FICC, Jaume Busquets Viñallonga and AgomAb Therapeutics NV.
	*2.2†			Amendment #1 to the Share Purchase Agreement of 26 October 2021, dated as of April 16, 2025; by and between Sabadell Asabys Health Innovation Investments S.C.R., S.A., Galchimia, S.A., Darpaufarma, S.L., Autiria Biomed, S.L., Galicia Innova Tech, FICC, Jaume Busquets Viñallonga and AgomAb Therapeutics NV.
	*3.1			Articles of Association of AgomAb Therapeutics NV, as currently in effect.
	*3.2			Form of Articles of Association of AgomAb Therapeutics NV (to be adopted immediately prior to the closing of this offering).
	*4.1†+			Amended and Restated Shareholders’ Agreement, dated as of November 4, 2024, by and between AgomAb Therapeutics NV and the shareholders party thereto.
	**4.2			Form of Deposit Agreement.
	**4.3			Form of American Depositary Receipt (included in Exhibit 4.2).
	**5.1			Opinion of Baker McKenzie BV/SRL, counsel to the registrant.
	*10.1#			March 2019 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.2#			September 2019 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.3#			March 2020 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.4#			October 2020 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.5#			March 2021 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.6#			June 2022 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.7#			October 2023 Employee Stock Option Plan and forms of notice of grant thereunder.
	*10.8#			2024 Stock Option and Incentive Plan and forms of award agreements thereunder.
	*10.9#			2024 (B) Stock Option and Incentive Plan and forms of award agreements thereunder.
	*10.10			Lease Agreement by and between Ring Building NV and AgomAb Therapeutics NV, dated December 28, 2023.
	*10.11			Lease Agreement by and between Galchimia, S.A. and AgomAb Spain S.L.U., dated as of October 26, 2021, as amended by the First Amendment to the Lease Agreement, dated as of July 15, 2022, Second Amendment to the Lease Agreement, dated as of March 27, 2023, the Third Amendment to the Lease Agreement, dated as of April 18, 2024 and the Fourth Amended to the Lease Agreement, dated as of February 6, 2025.
	*10.12#			2026 Global Stock Option Plan.
	*21.1			Subsidiaries of the Registrant.
	*23.1			Consent of PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL, independent registered public accounting firm.
	**23.2			Consent of Baker McKenzie BV/SRL, counsel to the registrant (included in Exhibit 5.1).
	*24.1			Power of Attorney (included on signature page to this registration statement).
	*99.1			Request for Waiver and Representation under Item 8.A.4 of Form 20-F.
	*107			Filing Fee Table.

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* Filed herewith.

** To be submitted by amendment.

# Indicates a management contract or any compensatory plan, contract or arrangement.

† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601 of Regulation S-K because it is both not material and is the type that the registrant treats as private or confidential.

+ Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(a)(5) and (6) of Regulation S-K. The registrant will furnish copies of any of the exhibits and schedules to the SEC upon request.

(b) Financial statement schedules

None. All schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the audited financial statements and notes thereto.

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Antwerp, Belgium, on January 16, 2026.

AGOMAB THERAPEUTICS NV

By:

/s/ Tim Knotnerus

Tim Knotnerus
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tim Knotnerus, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tim Knotnerus Tim Knotnerus	Chief Executive Officer and Director (Principal Executive Officer)	January 16, 2026
/s/ Pierre Kemula Pierre Kemula	Chief Financial Officer (Principal Financial and Accounting Officer)	January 16, 2026
/s/ David Epstein David Epstein	Chairman of the Board	January 16, 2026
/s/ Angelika Jahreis Angelika Jahreis	Director	January 16, 2026
/s/ Felice Verduyn—van Weegen Felice Verduyn—van Weegen	Director	January 16, 2026

II-4

TABLE OF CONTENTS

Signature	Title	Date
/s/ Ohad Hammer Ohad Hammer	Director	January 16, 2026
/s/ Colin Bond Colin Bond	Director	January 16, 2026

II-5

TABLE OF CONTENTS

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement, on January 16, 2026.

				Authorized Representative in the United States
				By:			/s/ Colleen A. De Vries Name: Colleen A. De Vries Title: Senior Vice-President on behalf of Cogency Global Inc.

II-6

Exhibit 2.1

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Execution Version

SHARE PURCHASE AGREEMENT
for the sale and purchase of all shares
in Origo Biopharma, S.L.

between

Sabadell Asabys Health Innovation Investments S.C.R., S.A.
Galchimia, S.A.
Darpaufarma, S.L.
Autiria Biomed, S.L.
Galicia Innova Tech, FICC
Jaume Busquets Viñallonga

as the Sellers

and

AgomAb Therapeutics NV
as the Purchaser

Date: 26 October 2021

SHARE PURCHASE AGREEMENT

BETWEEN:

Sabadell Asabys Health Innovation Investments S.C.R., S.A., a venture capital company organised under the laws of Spain, with its registered office at [***], registered with the Commercial Registry of Barcelona under volume 46606, sheet 1, page B-525265, registered with the CNMV under number 277 and holder of tax identification number [***], (“Asabys”).

Asabys is hereby represented by its managing company, Asabys Partners SEGIC, S.A.U., a company organized under Spanish law, with registered office at [***], [***], registered with the CNMV, under number 165.

Asabys Partners SEGIC, S.A.U. is hereby represented by Ms. Clara Campàs Moya, of legal age, of Spanish nationality, with professional address at [***], and holder of Spanish ID number [***] in her capacity as joint and several managing director (consejero delegado solidario) of Asabys Partners SEGIC, S.A.U.

Galchimia, S.A., a company organised under the laws of Spain, with its registered office at [***] , registered with the commercial register of Santiago under Volume 2,528, Page 58, Sheet SC-27798, and holder of tax identification number [***], represented by Mana do Carme Pampin in her capacity as joint and several managing director (consejero delegado solidario) (“Galchimia”);

Darpaufarma, S.L., a company organised under the laws of Spain, with its registered office at [***], registered with the commercial register of Barcelona under Volume 45,247, Page 46, Sheet B-481675, and holder of tax identification number [***], represented by Mr. Julio-Cesar Castro-Palomino Laria in his capacity as joint and several director (“Darpaufarma”);

Autiria Biomed, S.L., a company organised under the laws of Spain, with its registered office at [***], registered with the commercial register of Barcelona under Volume 46,995, Page 151, Sheet 537618, and holder of tax identification number [***], represented by Mr. Ramón Bosser Artal in his capacity as sole director (“Autiria”);

Galicia Innova Tech, FICC, a closed-ended investment fund organised under the laws of Spain, with its registered office [***], registered with the Administrative Register of Closed-Ended Investment Funds of the CNMV under number 12 (“Galicia Innova Tech”).

Galicia Innova Tech is hereby represented by its managing company, Xesgalicia SGEIC, S.A.U., a company organised under the laws of Spain, with its registered office at [***] and registered with the commercial register of A Coruña under volume 190, page 170, section 8, sheet SC 21.886 and with the Administrative Register of Closed-ended Collective Investment Collective Management Companies of the CNMV under number 12, represented by Mr. Rubén Aguión Seoane in his capacity as attorney.

Jaume Busquets Viñallonga, an individual residing at of legal age, with Spanish nationality, residing at [***], s/n ([***]) and provided with Spanish ID number [***] (“Jaume Busquets Viñallonga”);

Asabys, Galchimia, Darpaufarma, Autiria, Galicia Innova Tech, Jaume Busquets Viñallonga are hereinafter jointly referred to as the “Sellers”; and

AgomAb Therapeutics NV, a company organised under the laws of Belgium, with its registered office at [***], registered with the Register of Legal Entities of Ghent (Belgium) under number 0674.527.310, represented by Tim Knotnerus in his capacity as CEO and special proxy holder, hereinafter referred to as “AgomAb” or the “Purchaser”;

The Sellers and the Purchaser are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

WHEREAS:

The Sellers hold all the existing shares, i.e. [***] shares ([***] ordinary shares and [***] preferred shares) (the “Existing Shares”), in Origo Biopharma, S.L., a company organised under the laws of Spain, with its registered office at [***], registered with the commercial register of Ourense (Spain), with C.I.F. number B32478414 (“Origo” or the “Company”).

The Sellers hold the ownership of the Existing Shares as described in Schedule B of this Agreement.

On July 23rd 2021, certain of the Sellers (as lenders) and the Company (as borrower) entered into a convertible loan agreement for a principal amount of €[***] notarised before the Spanish Notary Ms. Laura Nogales Martin, on 31 August 2021, under the number 1,771 of her official records (the “Convertible Loan”), which on the Closing Date shall be converted into Company’s new shares, simultaneously with the Closing, by offsetting the principal amount and interest accrued under the Convertible Loan (the “New Shares”) and, together with the Existing Shares, the “Shares”.

The Company is engaged in the business of the research and development of products in the pharmaceutical field related to the modulation of the protein named “TGF beta” receptor (the “Business”).

Prior to the execution of this Agreement, the Purchaser and the Company entered into a confidentiality agreement (the “CDA”) on 6 May 2021. In the context of the negotiations relating to the formalization of this Agreement and under the CDA, the Purchaser has been provided with certain information and documentation, by means of a virtual data room available to the Purchaser from 27 May 2021 until 22 October 2021 (the “VDR”), in order for the Purchaser to perform a due diligence on the Company and the Business with the support of its own professional advisors (the “Due Diligence Process”). The Due Diligence Process has included access to the documents and information contained in the USB to be deposited before a Spanish notary on the USB Deposit Date.

The Purchaser wishes to acquire the entire share capital and voting rights on a fully diluted basis of the Company. Each of the Sellers wishes to transfer, and the Purchaser wishes to purchase, all the Shares on the terms and subject to the conditions set forth in this agreement (the “Agreement”).

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1.

Definitions

The following capitalised terms and expressions used in this Agreement shall have the following meanings:

Advisors’ Fees	Defined in Section 15.3(d).

Affiliate	with respect to a Party hereto, any entity that controls, is controlled by or is under common control with such Party; whereby “control” shall mean, with respect to a Person, (a) to possess, directly or indirectly, the power to direct the management or policies of a Person whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) to own, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other ownership interest of such Person.

Agreement	This share purchase agreement.

Annual Accounts	The audited annual accounts of the Company as of the Annual Accounts Date, i.e. the balance sheet and the profit and loss statement of the Company for the 12-month period ending on the Annual Accounts Date, together with any explanatory notes thereto.

Annual Accounts Date	31 December 2020.

Articles of Association	The articles of association of the Company registered with the Commercial Registry of Ourense as of the date of this Agreement.

Authority	Any international, national, governmental, federal, community, regional, provincial, municipal or other public or judicial authority of the European Union, Spain or any other relevant jurisdiction.

Assets	The buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets owned, leased or used by the Company.

Breach of Warranties	Defined in Section 12.1(a).

Business Day	Any day that is not a Saturday, Sunday or official public holiday in Ghent (Belgium), Touro or Barcelona (Spain).

Change of Control	with respect to an entity, (a) any third party becoming the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the then outstanding shares of such entity or of voting securities, voting rights or equivalent, (b) the merger or consolidation with or into another corporation or entity pursuant to a transaction in which more than fifty percent (50%) of the total outstanding shares of the surviving entity is not held by parties holding at least fifty percent (50%) of the outstanding shares of the first entity immediately preceding such consolidation or merger, or (c) the sale or transfer of all or substantially all of the assets (other than an Origo Product Disposal) of such entity to a third party.

Claim	Any claim for Compensation for Breach of Warranties or under the Specific Indemnities.

Clinical Trial	Any research study that prospectively assigns human participants or groups of human participants to one or more health-related interventions to evaluate the effects on health outcomes planned, sponsored or conducted in relation to any of the Origo Products.

Closing	The completion of the Transaction.

Closing Balance Sheet	The balance sheet of the Company as of the Closing Balance Sheet Date in accordance with Section 4.2.

Closing Balance Sheet Date	The date to which the Closing Balance Sheet will be referring which, unless otherwise agreed between the Parties, shall be: (i)          If the Condition Precedent set forth in Section 6.1(a) is satisfied or waived on or after day 1 of a relevant month but no later than day 7 of such relevant month, the last calendar day of the month prior to the month in which such Condition Precedent is satisfied or waived. (ii)         If the Condition Precedent set forth in Section 6.1(a) is satisfied or waived after day 7 of a month but before the end of such month, the last calendar day of such relevant month.

Closing Cash	The amount of cash of the Company on the Closing Balance Sheet Date, as calculated in accordance with Schedule 4.1, and on the basis of the Closing Balance Sheet drawn up in accordance with Section 4.2.

Closing Date	The day of Closing, that unless otherwise agreed between the Parties, shall be: (i)          if the Condition Precedent set forth in Section 6.1(a) is satisfied or waived on or after day 23 of a relevant month but before the end of such month, the seventh Business Day following the day on which such Condition Precedent has been satisfied or waived. (ii)         If the Condition Precedent set forth in Section 6.1(a) is satisfied or waived on or after day 1 of a relevant month but no later than day 7 of such month, the seventh Business Day following the day on which such Condition Precedent has been satisfied or waived. (iii)        If the Condition Precedent set forth in Section 6.1(a) is satisfied or waived after day 7 of a relevant month but before day 23 of such month, the first Business Day of month following the month in which such Condition Precedent has been satisfied or waived.

Closing Net Cash/Debt	Defined in Schedule 4.1.

Closing Net Working Capital	Defined in Schedule 4.1.

Commercially Reasonable Efforts	[***]

Company	Defined in recital A.

Compensation	Any amount to be paid by the Sellers under Section 12 of this Agreement in respect of a Claim.

Condition Precedent Notice	Defined in Section 6.3(a)

Confidential Mutual Release  and Termination Agreements	Defined in Section 7.2(a)

Convertible Loan	Defined in recital c

Data Protection Legislation	The following legislation to the extent applicable from time to time: the EU General Data Protection Regulation 2016/679 and any other national privacy law implementing, modifying or supplementing such regulation, including but not limited to Spanish Data Protection Act (“Ley Organica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantfa de los derechos digitales”), as amended from time to time.

Director	Any member of the board of directors of the Company and, if such member is a legal entity, its permanent representative.

Disclosed	Any information included in the USB deposited before the Notary on the USB Deposit Date, such information having been fairly and clearly disclosed in such a manner to enable a Party acting with the assistance of professional advisors to accurately assess the nature and scope of the fact or matter disclosed.

Due Diligence Process	Defined in Recital E.

Earn-Out Consideration	Defined in Section 5.1.

Earn-Out Notice	Defined in Section 5.2.

Earn-Out Event/s	Earn-Out Event 1, Earn-Out Event 2 and Earn-Out Event 3.

Earn-Out Event 1	Defined in Section 5.1(a)(i).

Earn-Out Event 2	Defined in Section 5.1(a)(ii).

Earn-Out Event 3	Defined in Section 5.1(a)(iii).

Earn-Out payment statement Employees	Defined in Section 5.3 (b).

Employees	The employees of the Company on the date of this Agreement.

Encumbrance	Any pledge, mortgage, lien, attachment, charge, assignment, usufruct, easement, option or other prohibition, charges or other restrictions, limitations or third party rights of any nature whatsoever, or any agreement or arrangement having a similar effect.

Environment	Any or all of the following media (alone or in combination): air (including the air within buildings or man-made structures above or below ground); water (including surface waters, water underground or in the soil); soil and land (including soil and river beds under any water, surface land and sub-surface land) and any ecological systems and living organisms supported by these media.

Environmental Law	Any Law in respect of Environmental Matters.

Environmental Matters	All matters relating to the pollution or protection of the Environment.

Environmental Permits	Any Permit issued or required to be obtained under any Environmental Law, including building permits.

Escrow Account	Defined in Section 3.3.

Escrow Agent	Defined in Section 3.3.

Escrow Agreement	Defined in Section 3.3.

Escrow Amount	EUR [***].

Estimated Net Cash/Debt	Shall be calculated in accordance with Schedule 4.1.BIS.

Estimated Net Working Capital	EUR [***].

Exhibit	Any exhibit to this Agreement.

Existing Shares	Defined in Whereas A.

Expert	The individual referred to in Section 4.2(f).

FDA	The United States Food and Drug Administration or any successor governmental authority in the United States of America having substantially the same function.

FDI Authority	Defined in Section 6.1(a).

FDI Authorisation	Defined in Section 6.1(a).

FDI Condition Precedent	Defined in Section 6.1(a).

Fundamental Warranties	Sellers’ Warranties set out in Section 1 (The Sellers and the Sellers’ Shares) and Sections 2.1 to 2.3 (The Company and its Shares) of Schedule 10.

Hazardous Substances	To the extent regulated by the Environmental Authority, any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour) which is capable of causing harm or damage to the Environment or a nuisance to any person.

Initial Purchase Price	Defined in Section 3.1.

Intellectual Property Rights	Copyrights, Patents, software, trademarks, Know-How, database rights, designs, corporate and trade names, domain names, code and all other intellectual property or industrial property rights and equivalent or similar forms of protection existing anywhere in the world, whether registrable or not, and all registrations and applications thereof, including any priority right.

Interim Accounts	The interim financial statements of the Company as per the Interim Accounts Date.

Interim Accounts Date	30 September 2021.

Interim Financing	Defined in Section 6.4(a).

IPP for the Existing Shares	Defined in Section 3.1.

IPP for the New Shares	Defined in Section 3.1.

Know-How	[***]

Law	Any law, EU directive, decree, regulation, decision, order, judgment or other rule, measure, circular or interpretation of any of the foregoing, enacted or promulgated by any Authority and that is currently in effect.

Lease Agreements	The following lease agreements: (i)          Lease agreement entered into between the Company and Asociacion Barcelona Health Hub dated on 1 September 2020. (ii)         Lease agreement entered into between the Company and Galchimia dated on 2 January 2020, as amended on 1 July 2020.

Long Stop Date	Defined in Section 6.4.

Loss	Any liability, loss, damage obligation or cost and expense sustained or incurred by the relevant Person, including reasonable third-party legal, expert or consulting fees and expenses incurred in defending or recovering such amounts or claims, excluding loss of profits (lucro cesante).

Majority Shareholders	Defined in Section 10.7.

Minority Shareholders	Defined in Section 10.7.

Material Adverse Change	[*] [*]

Net Cash Proceeds	Defined in Section 5.1(c).

Net Cash/Debt Adjustment	The adjustment of the Purchase Price pursuant to Section 4.1(b).

Net Working Capital Adjustment	The adjustment of the Purchase Price pursuant to Section 4.1(a).

New Shares	The newly Class A shares issued at the capitalization of the Convertible Loan.

New Shares Rights	Defined in Section 2.

Notary	The Notary Public that will notarize completion of the Transaction on the Closing Date.

Notice of Claim	Any notice of a Claim, from the Purchaser to the Sellers, made in accordance with Section 12.1(k).

Notice of Objection	The notice sent in accordance with Section 4.2(c).

ORG129	The compound known as ORG129, and any metabolite, salt, ester, hydrate, solvate, isomer, enantiomer, free acid form, free base form, crystalline form, co-crystalline form, amorphous form, pro-drug, racemate, polymorph, chelate, stereoisomer, tautomer or optically active form of the foregoing.

ORG447	The compound known as ORG447, and any metabolite, salt, ester, hydrate, solvate, isomer, enantiomer, free acid form, free base form, crystalline form, co-crystalline form, amorphous form, pro-drug, racemate, polymorph, chelate, stereoisomer, tautomer or optically active form of the foregoing.

Origo Product	Any product containing ORG129 or ORG447, alone or in combination with one or more active pharmaceutical ingredients, in any and all finished forms, presentations, delivery systems, strengths, dosages and formulations.

Origo Product Disposal	The direct or indirect disposal by the Purchaser of any Origo Product to a third party either by way of a licensing, or the granting of an option for the licensing, of the Intellectual Property Rights to such Origo Product, or an asset sale, or the granting of an option for an asset sale, of such Origo Product.

Origo Product Disposal Deadline	Defined in Section 5.1(c).

Parties	The parties to this Agreement.

Patent	Patents and patent applications and all substitutions, divisions, continuations, continuations-in-part, any patent issued with respect to such patent applications (including certificates of invention), any reissue, re-examination, utility models or designs, renewal or extension of any such patent, any term extension, a supplementary protection certificate and any confirmation patent or registration patent or patent of addition based on such patent, and all counterparts and patents and patent applications based on, corresponding to or claiming the priority date thereof in any country.

Payment on Closing	Defined in Section 3.5.

Permit	Any regulatory, administrative or other permit, consent, registration, licence, exemption, approval, consent or other authorisation or clearance of any Authority, howsoever termed, required to own and/or to operate the assets held by the Company and/or its business.

Person	Any individual, partnership, corporation, company, trust, association and/or any similar entity or organization.

Phantom Stock Options	The phantom stock options issued by the Company pursuant to the Phantom Stock Option Plan.

Phantom Stock Option Plan	The phantom stock option plan approved by the Board of Directors on December 4^th 2020 and ratified by the General Shareholders’ meeting on December 18^th 2020.

Phase 1 Clinical Trial	A human clinical trial of an Origo Product, the principal purpose of which is a preliminary determination of safety, tolerability, pharmacological activity or pharmacokinetics in healthy individuals or patients, as exemplified in 21 C.F.R.. 312.21(a), as amended, or a similar clinical trial prescribed by the Authorities in another country.

Phase 2 Clinical Trial	A human clinical trial of an Origo Product, the principal purpose of which is to assess safety and efficacy with at least [***] treatment duration in the target patient population.

Phase 3 Clinical Trial	A human clinical trial of an Origo Product on a sufficient number of subjects in an indicated patient population that is designed to establish that such Origo Product is safe and efficacious for its intended use and to determine the benefit/risk relationship, warnings, precautions and adverse reactions that are associated with such Origo Product in the dosage range to be prescribed, which trial is intended to support Regulatory Approval of such Origo Product, as exemplified in 21 C.F.R. 312.21(c), as amended, or a similar clinical trial prescribed by the Authorities in another country.

Purchase Price	The purchase price for the Shares referred to in Section 3.1.

Purchaser’s Breach	Defined in Section 13(a).

Purchaser’s Warranties	Defined in Section 11.

Regulatory Approval	All approvals (including licenses, registrations or authorizations) from any Authority necessary for the manufacture, marketing, commercial distribution, importation and sale of an Origo Product for one or more indications in humans in a given country or regulatory jurisdiction, which may include satisfaction of all applicable regulatory and notification requirements and, where applicable, labelling approval.

Restricted Business	[***].

Restricted Territory	Any country or territory in the world.

Review Period	Defined in Section 4.2(b).

Sellers’ Knowledge	The knowledge that any Seller, a director of any Seller, a Director of the Company or any [*] has [*].

Seller’s Proportion	Defined in Section 3.2.

Seller’s Pro Rata Share	Defined in Section 2.1.

Sellers’ Representatives	Defined in Section 15.2.

Sellers’ Warranties	Defined in Section 10.1.

Shares	Defined in Recital C

Share Capital Increase Deed	Defined in Section 8.2(b).

Shares Transfer Deed	Public deed granted before the Notary notarising this Agreement on the closing Date.

Spanish GAAP	The accounting Laws, rules and principles generally accepted in Spain with respect to annual accounts, as amended from time to time.

Tax	(i) Any taxes, levies, duties or other charge or withholdings (including any interest, penalties, increases or additional payments that may become payable in respect thereof), which shall include, without limitation, all income taxes, registration duties, real estate and property taxes, withholding taxes, environmental taxes, local and municipal taxes, value added tax, customs and excise duties, including equivalent impositions under the laws of any other jurisdiction in each case however denominated and irrespective of the relevant jurisdiction in which they are imposed or levied; and (ii) Any liability for the payment of any amounts of the type described in paragraph (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing, Tax allocation or Tax indemnification agreement, arrangement or understanding, or as a result of being liable for another person’s Taxes as a transferee or successor, by contract or otherwise.

Tax Authority	Any Authority responsible for, and competent to impose, collect or administer, any Tax.

Tax Claim	A Claim by the Purchaser against the Sellers under the Tax Warranties.

Tax Return	Any return, declaration or similar document relating to any Tax and to be submitted to any Tax Authorities, including but not limited to any schedule or attachment thereto such as Tax slips that are required to be filed or to be made available in respect of any Taxes.

Tax Warranties	The warranties set out in section 9 of Schedule 10.

Third-Party Claim	Any action or claim brought by, or proceedings initiated by, any third party against the Purchaser or the Company.

Transaction	Defined in Section 2.1.

Updated Seller’s Proportions	Defined in Section 3.2.

USB	The USB containing the information made available in the VDR. from 27 May 2021 until 22 October 2021 to the Purchaser.

USB Deposit Date	Defined in Section 7.4.

VAT	Value Added Tax.

VDR	Defined in Recital E.

21 C.F.R.	Title 21 of the United States’ Code of Federal Regulations is administered by the FDA.

1.2.         Interpretation

This Agreement shall be interpreted in accordance with the special provisions set forth in this Section and, for any matters which are not contemplated herein, the general interpretation provisions set forth in the Spanish Civil Code (Código Civil) shall apply.

(a).

The titles and headings included in this Agreement are for convenience only and shall not be taken into account in the interpretation of the provisions of this Agreement.

(b).

No provision of this Agreement shall be interpreted against a Party solely because that Party was responsible for drafting that particular provision.

(c).

The Exhibits and Schedules to this Agreement form an integral part hereof and any reference to this Agreement includes the Exhibits and Schedules and vice versa.

(d).

The words “herein, “hereof”, “hereunder”, “hereby”, “hereto” or similar expressions shall refer to this Agreement as a whole and not to any particular clause, paragraph or other subdivision.

(e).

Words denoting the singular shall be interpreted to include the plural and vice versa. Words denoting one gender shall be interpreted to include the other gender.

(f).

This Agreement has been drawn up in English. In the event of a discrepancy between the English text and any translation of this Agreement, the English-language version shall prevail for interpretation purposes.

(g).

English-language legal concepts that appear in this Agreement are used to describe Spanish legal concepts only, and the meaning of those words under English or any other foreign Law shall be disregarded.

(h).

References to any Spanish legal concept shall, in respect of any jurisdiction other than Spanish, be deemed to include the concept which in that other jurisdiction most closely approximates the Spanish legal concept.

(i).

[***]

(j).

Any obligation or undertaking by a Party to procure or cause any of its Affiliates or any other Persons to do, or not to do, anything shall be construed as an undertaking to cause such action to occur to the maximum extent permitted by applicable Law.

(k).

The Parties have participated jointly in the negotiation and drafting of this Agreement, with the advice of their respective legal advisors. Consequently, the Parties agree that the language in this Agreement shall be construed without applying (a) the interpretation rule set out in article 1,288 of the Spanish Civil Code (“Código Civil”), (b) the contra proferentem interpretation principle -according to which the terms of an agreement shall be construed against the party who has drafted it-, and (c) any other similar interpretation principle.

(l).

The words “include”, “included” or “including” or similar expressions shall mean “including but not limited to” and are used to indicate that the matters listed are not a complete enumeration of all matters covered.

(m).

Any period of time mentioned in this Agreement that consists of a number of days shall start to run on the day following that on which the triggering event occurs. The expiry date shall be included in the period. Any period of time mentioned in this Agreement that consists of a number of months or years shall start to run on the day in the relevant month or year on which the triggering event occurs and shall run until the eve of the same day in the relevant month or year. If the expiry date of a period is not a Business Day, expiry shall be postponed until the next Business Day.

2.            SALE AND PURCHASE OF THE SHARES

2.1.         Pursuant to the terms and provisions hereunder and subject to the Conditions Precedent being timely fulfilled or waived, as the case may be, the Sellers sell all the Existing Shares and the rights inherent to the New Shares (the “New Shares Rights”) (and consequently, the New Shares as per Section 2.4) to the Purchaser, and the Purchaser purchases the Shares and the New Shares Rights (and consequently, the New Shares as per Section 2.4) from the Sellers as set out in Section 3.2 (the “Transaction”). The number of Shares and of New Shares Rights (and consequently, of New Shares as per Section 2.4) to be transferred by each Seller over the aggregate number of the overall Shares and New Shares Rights (and consequently, of New Shares as per Section 2.4) shall be referred to, for each Seller, as the “Seller’s Pro Rata Share”.

2.2.         In accordance with articles 1,258 and 1,450 of the Civil Code, this Agreement is entered into (perfeccionado) by means of its signature by the Parties hereto, hence becoming binding and enforceable.

2.3.         Subject to the fulfilment or waiver, as the case may be, of the Conditions Precedent, completion (consumacion) of the Transaction envisaged in this Agreement and thus the transfer of full title to the Existing Shares to the Purchaser, free and clear from any Encumbrances, in return for payment of the Initial Purchase Price to the Sellers, shall take place on the Closing Date in accordance with Section 8.2 of this Agreement. Title to the Existing Shares shall be transferred with all rights attached to the Shares at Closing, including the right to dividends or other distributions.

2.4.         The transfer of the New Shares Rights shall grant to the Purchaser the ownership rights over the New Shares, once such shares have been registered with the Commercial Registry. The final ownership by the Purchaser over the New Shares is subject to registration of the corresponding share capital increase with the Commercial Registry and all the New Shares Rights inherent to the New Shares shall be deemed assigned to the Purchaser from Closing.

2.5.         The Transaction is indivisible and the Parties agree that it shall only be completed if all the Existing Shares and the New Shares are transferred.

3.            PURCHASE PRICE AND PAYMENT OF THE PURCHASE PRICE

3.1.         Purchase Price

(a).

The aggregate amount of the purchase price for the Shares under this Agreement (the “Purchase Price”), shall be an amount in cash equal to the sum of:

(i).

EUR 20,000,000 plus the Estimated Net Working Capital, plus the Estimated Net Cash/Debt, as adjusted in accordance with Section 4 after Closing, minus the Advisors’ Fees as provided in Section 15.3(d) (the result being the “Initial Purchase Price”); plus

(ii).

the Earn-Out Consideration (if any) payable in accordance with Section 5.

(b).

For the avoidance of any doubt, the Parties acknowledge and accept that the Earn-Out Consideration represents a contingent price that may be equal to zero. In such case, the Initial Purchase Price, once adjusted as provided in Section 4, shall represent the Purchase Price.

(c).

The Initial Purchase Price shall be divided into the Initial Purchase Price corresponding to the Existing Shares (the “IPP for the Existing Shares”) and the Initial Purchase Price corresponding to the New Shares (the “IPP for the New Shares”).

(d).

The Parties agree that the Sellers shall provide the Purchaser with the Estimated Net Cash/Debt at the time no later than [***] after the Condition Precedent Notice. The Estimated Net Cash/Debt shall be calculated as per Schedule 4.1.BIS and as of the date of the Condition Precedent Notice.

3.2.         Seller’s Proportion

For the purposes of this Agreement, the Sellers represent, and the Purchaser acknowledges, that the allocation of the Initial Purchase Price among the Sellers shall take into account the preferred rights of each class of the Shares provided under the Investment and Shareholders’ Agreement entered into by the Company and the Sellers on 30 June 2020 (the proportion of the Initial Purchase Price to be received by each of the Sellers to be referred to, for each Seller, as the “Seller’s Proportion”).

In case that the Closing Balance Sheet Date is 30 November 2021, the Seller’s Proportion would be as follows:

Shareholders

Number of
Existing Shares

Number of
New Shares

Number of
Shares

Seller’s
Proportion

Asabys

[***]

Galchimia

[***]

Darpaufarma

[***]

Autiria

[***]

Galicia Innova Tech

[***]

Mr. Jaume Busquets Viñallonga

[***]

TOTAL

[***]

In case that the Closing Balance Sheet Date is a date different to 30 November 2021 (whether prior or subsequent), the Sellers shall provide the Purchaser with updated figures of each of the Seller’s Proportions (the “Updated Seller’s Proportions”) no later than [***]after the Condition Precedent Notice. In case that the Sellers do not comply with this deadline, the Purchaser shall be entitled to allocate the Initial Purchase Price among the Sellers in accordance with the Seller’s Proportions indicated in this Agreement and/or shall not be liable for any late payment interest if any such payment is delayed. The Updated Seller’s Proportions shall be included in the notarisation of this Agreement to be formalized on the Closing Date in accordance with Section 8.2.

3.3.

Escrow

At Closing, the Purchaser shall withhold from the payment of the Initial Purchase Price an amount equal to the Escrow Amount and shall deposit the Escrow Amount on the Closing Date with a first rank financial institution (the “Escrow Agent”) to be held in escrow, subject to the conditions and release mechanisms agreed with the Escrow Agent before the Closing Date, as collateral security against the payment by the Sellers (i) of any amounts payable under the adjustment of the Initial Purchase Price provided under Section 4; or (ii) of any Claims under Clause 12 of this Agreement. Purchaser and Sellers undertake to enter at Closing into an escrow agreement with the Escrow Agent (the “Escrow Agreement”), which will provide for an account for the Escrow Amount to be deposited (the “Escrow Account”). The Escrow Agreement to be agreed shall be in accordance with market standards for escrow deposits. Any fees corresponding to the Escrow Agent or arising from the Escrow Account will be borne by the Purchaser.

The Escrow Agent shall release the escrow in favour of the Sellers, in the applicable Seller’s Proportion, after deducting the amount owed by them to the Purchaser pursuant to this section (if any), on the date falling [***] from the Closing Date.

3.4.

Payment of the IPP for the New Shares

At Closing, the Purchaser shall withhold from the payment of the Initial Purchase Price an amount equal to the IPP for the New Shares. This amount shall be withheld by the Purchaser until the moment when the Share Capital Increase Deed has been fully registered (without defects that effectively prevent the registration of the share capital increase capitalising the Convertible Loan) with the Commercial Registry and the transfer of the New Shares has been recorded in the Shares Purchase Deed by the Notary as per this Section 3.4.

Once the Share Capital Increase Deed is registered with the Commercial Registry, the Purchaser shall pay the IPP for the New Shares to the Sellers (in the proportion set out in the table included in Section 3.5 below updated on Closing, if applicable, as details to be provided by the Sellers’ to Purchaser) [***] following the day in which either Party has notified to the other Party the correct registration of the Share Capital Increase Deed with the Commercial Registry as evidenced by the notice received from the Commercial Registry in relation to the correct and full registration of the Share Capital Increase Deed.

The effective transfer of the New Shares shall be automatic upon the registration of the Share Capital Increase Deed. For such purposes, the Parties shall make their bests efforts to agree with the Notary that the transfer of the New Shares is recorded in the Shares Purchase Deed by way of a diligencia to such deed, or by any other alternative that the Notary finds appropriate in order to avoid, to the extent possible, the physical presence of the Parties at the Notary’s office to formalise the transfer of the New Shares.

3.5.

Payment on Closing

The Purchaser shall pay the Initial Purchase Price, minus the Escrow Amount, minus the IPP for to the New Shares (the “Payment on Closing”), to the Sellers on the Closing Date, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (unless otherwise provided in this Agreement), in same-day funds by any necessary wire transfers to the Sellers following the details of the Seller’s Proportions or the Updated Seller’s Proportions that will be provided by the Sellers to Purchaser as included in Section 3.2 above.

Upon application of each of the corresponding Seller’s Proportions indicated above, the payments that result using the figures of Estimated Net Cash/Debt of -€[***] and Estimated Net Working Capital of -€[***] would for illustrative purposes be as follows:

Shareholders

Seller’s
Proportion

Initial Purchase
Price

IPP for the
Existing Shares

IPP for the New
Shares

Escrow

Payment on
Closing

Asabys

[***]

Galchimia

[***]

Darpaufarma

[***]

Autiria

[***]

Galicia Innova Tech

[***]

Mr. Jaume Busquets Viñallonga

[***]

TOTAL*

[***]

* Calculation made on the basis of prior deduction of the proceeds payable to the Phantom Stock Option Plan beneficiaries in an aggregate amount of € [***].

The Parties however agree that these figures are indicative and for exemplary purposes and that the figures shall be recalculated with updated figures considering the Sellers’ Proportions or, as the case may be, the Updated Sellers’ Proportions, no later than [***] after the Condition Precedent Notice.

The Payment on Closing shall be paid by the Purchase to each Seller to the following bank accounts:

Shareholders		Bank account
Asabys		[***]
Galchimia		[***]
Darpaufarma		[***]
Autiria		[***]
Galicia Innova Tech		[***]
Mr. Jaume Busquets Viñallonga		[***]

All costs, charges and any tax withholding, if any, related to the acquisition of the Shares shall be borne by the Purchaser.

ADJUSTMENT OF THE INITIAL PURCHASE PRICE

4.1.

Adjustment of the Initial Purchase Price

(a).

Net Working Capital Adjustment

(i).

If the Closing Net Working Capital exceeds (i.e. bigger positive number or a smaller negative number) the Estimated Net Working Capital, the Purchaser shall pay to the Sellers an additional amount equal to the excess of the Closing Net Working Capital over the Estimated Net Working Capital, as an increase of the Initial Purchase Price.

(ii).

If the Closing Net Working Capital is less than (i.e. a smaller positive number or a larger negative number) the Estimated Net Working Capital, the Sellers shall repay to the Purchaser an amount equal to the shortfall of the Closing Net Working Capital below the Estimated Net Working Capital, as a reduction of the Initial Purchase Price.

(b).

Net Cash/Debt Adjustment

(i).

If the Closing Net Cash/Debt exceeds (i.e. larger positive number or a smaller negative number) the Estimated Net Cash/Debt, the Purchaser shall pay to the Sellers an additional amount equal to the difference between the Closing Net Cash/Debt and the Estimated Net Cash/Debt, as an increase of the Initial Purchase Price.

(ii).

If the Closing Net Cash/Debt is less than (i.e. a smaller positive number or a bigger negative number) the Estimated Net Cash/Debt, the Sellers shall repay to the Purchaser an amount equal to the excess of the Closing Net Cash/Debt over the Estimated Net Cash/Debt, as a reduction of the Initial Purchase Price.

(c).

Adjustment of the Initial Purchase Price If payments need to be made by both the Purchaser and the Sellers pursuant to Sections 4.1(a) and 4.1(b) the amounts to be paid will be set-off against each other, the balance being payable by the Purchaser or the Sellers, as the case may be, in accordance with Section 4.3.

4.2.

Closing Balance Sheet

(a).

[***] after the Closing Date, the Purchaser shall, for the purpose of establishing the Closing Net Cash/Debt and the Closing Net Working Capital, prepare a draft Closing Balance Sheet in accordance with Spanish GAAP in force at the Closing Balance Sheet Date and otherwise in accordance with the accounting policies and practices, and valuation rules adopted by the Company, applied on a basis consistent with the Company’s Annual Accounts for the two (2) preceding years, and shall submit this draft Closing Balance Sheet to the Sellers’ Representatives together with a statement setting out (i) the calculation of the Closing Net Cash/Debt and the Closing Net Working Capital as shown or derived from the Closing Balance Sheet; and (ii) the resulting calculation of the Initial Purchase Price in accordance with Section 4.1 (the “Purchase Price Statement”).

(b).

Preparation of the Closing Balance Sheet: The Closing Balance Sheet shall be prepared by reference to the general ledger of the Company as at the Closing Balance Sheet Date and in accordance with those specific procedures that would normally be adopted at a financial year-end, including detailed analyses of accruals, provisions (bonus, holidays, extra salary), tax liabilities and other cut-off procedures.

Any payment or disbursement by the Company between the Closing Balance Sheet Date and the Closing Date (where applicable) shall be made only to the extent the amount being paid is included in the Closing Balance Sheet. Any other payments or disbursements by the Company between the Closing Balance Sheet Date and the Closing Date (where applicable) shall be paid only following the express approval of the Purchaser.

All the items that are financial in nature shall reconcile with supporting information provided by lenders and borrowers (e.g. bank statements, loans agreements, etc.). In the case of discrepancy, information provided by a third party will take precedence over information included in the general ledger and an adjustment will be included.

The Closing Balance Sheet shall take into account information and events after the date the Closing Balance Sheet if they provide further evidence of conditions that existed at the date of the Closing Balance Sheet.

No item shall be excluded from, or included in, the preparation of the Financial Statements solely on the grounds of immateriality and no item shall be included more than once in the Closing Balance Sheet.

The Closing Balance Sheet shall be stated in Euros. Amounts in currencies other than Euros shall be translated into Euros at the closing mid-point rate on the Closing Date.

(c).

The Sellers’ Representatives shall have [***] from the date on which such Closing Balance Sheet and Purchase Price Statement are delivered to assess such information (the “Review Period”). If the Sellers’ Representatives believe that the Closing Balance Sheet or the Purchase Price Statement were not prepared in accordance with Section 4.1 and Schedule 4.1, the Sellers’ Representatives may, on or prior to the last day of the Review Period, deliver a written notice to Purchaser setting forth, in reasonable detail, each disputed item and amount and the basis for Sellers’ Representatives’ disagreement therewith, together with supporting calculations (the “Notice of Objection”); provided that Sellers’ Representatives may dispute the calculation of the Closing Net Working Capital, the Closing Net Cash/Debt or the adjusted Initial Purchase Price only on the basis that such calculations were not made in accordance with Section 4.1 and Schedule 4.1 or on the basis of arithmetic error.

(d).

If the Sellers’ Representatives do not submit a Notice of Objection within the aforementioned period of [***], the Closing Balance Sheet and Purchase Price Statement shall be deemed to have been finally determined for the purposes of this Agreement.

(e).

If the Sellers’ Representatives submit a Notice of Objection within the aforementioned period of [***], the Sellers’ Representatives and the Purchaser shall make reasonable efforts to reach an agreement that puts to rest the Sellers’ Representative’s objections.

(f).

If the Sellers’ Representatives and the Purchaser fail to reach an agreement at the end of a period of [***] after receipt of the Notice of Objection, any points of disagreement shall be referred to an independent expert selected by mutual agreement out of the 10 largest audit firms by revenue in Spain at that moment (the “Expert”). The independent expert will only be deemed to be “independent” and, as such, may only be designated as the Expert if it has not provided services to the Sellers, the Purchaser, the Company or any of their Affiliates during the [***] preceding the Closing Date. In case the Parties do not reach an agreement on the entity to be appointed as Expert in [***] after the end of the period to reach an agreement on the Closing Balance Sheet and Purchase Price Statement, the Expert shall be appointed by lot out of the abovementioned 10 largest audit firms (only those that are deemed to be “independent” as per this paragraph). The Expert shall determine the Closing Balance Sheet and the Purchase Price Statement and, for this purpose, shall act on the following basis:

(i).

the Expert shall act as an expert, not an arbitrator;

(ii).

The Expert’s terms of appointment shall be restricted to settling the matters in dispute between the Purchaser and the Sellers which are relevant to determine the Closing Balance Sheet, the Closing Net Cash/Debt, the Closing Net Working Capital and, as a result, the Purchase Price Statement;

(iii).

Unless the Sellers and the Purchaser agree otherwise, the Expert shall determine his own procedure and working methods;

(iv).

The Expert shall determine in writing (including reasons for each relevant determination) the Closing Balance Sheet, the Closing Net Cash/Debt and the Closing Net Working Capital no later than [***] from receipt of all necessary information from the Parties; within this period of [***], the Expert shall give the Parties a reasonable opportunity to submit written and oral comments, require the Parties to supply one another with copies of any written comments made, and allow each Party to be present during oral submissions by the other Party;

(v).

the Expert’s decision is, in the absence of fraud or manifest error, final and binding on the Parties;

(vi).

The Expert’s fees and expenses shall be paid by the Sellers (pro-rata to their corresponding Seller’s Proportions) and/or the Purchaser proportionally to the percentage of objections (determined in financial impact) raised in the Sellers’ Notice of Objection the Expert finds to be justified or not to be justified as follows:

(i).

if the Expert finds all objections (determined in financial impact) raised in the Sellers’ Notice of Objection to be justified, his fees and expenses shall be fully paid by the Purchaser;

(ii).

if the Expert finds a certain number of objections (determined in financial impact) raised in the Sellers’ Notice of Objection to be justified, the Expert will define the percentage of his fees and expenses in proportion to the percentage of objections (determined in financial impact) raised in the Sellers’ Notice of Objection, which shall be paid by the Purchaser, and the remaining percentage shall be paid by the Sellers;

(iii).

if the Expert finds none of the objections (determined in financial impact) raised in the Sellers’ Notice of Objection to be justified, his fees and expenses shall be fully paid by the Sellers.

(g).

The Parties shall provide one another, and if applicable, the Expert, with any information or assistance reasonably required or desirable to prepare or review the draft Closing Balance Sheet and determine the Closing Balance Sheet, the Closing Net Cash/Debt and the Closing Net Working Capital.

4.3.

Payment

Any adjustment to the Initial Purchase Price resulting from the calculation of the Closing Net Cash/Debt and the Closing Net Working Capital pursuant to Section 4.2, shall be paid by the respective Party within [***] from the final determination respectively of the Closing Net Cash/Debt and the Closing Net Working Capital in accordance with the Sellers’ Representatives or, as the case may be, the Purchaser’s written instructions.

EARN-OUT CONSIDERATION AND PAYMENT

5.1.

Earn-Out Consideration

(a).

In addition to the Initial Purchase Price for the sale of the Shares by Sellers to Purchaser, the Purchaser shall pay to the Sellers an aggregate amount of up to EUR. 20,000,000 (the “Earn-Out Consideration”) upon the occurrence of the following Earn-Out Events:

(i).

EUR 10,000,000 shall be paid by the Purchaser to the Sellers upon the first dosing of the first subject in the first Phase 2 Clinical Trial with the first Origo Product on or before 31 December 2030 (the “Earn-Out Event 1”);

(ii).

EUR 5,000,000 shall be paid by the Purchaser to the Sellers upon the first dosing of the first subject in the first Phase 3 Clinical Trial with the first Origo Product on or before 31 December 2035 (the “Earn-Out Event 2”);

(iii).

EUR 5,000,000 shall be paid by the Purchaser to the Sellers upon obtaining Regulatory Approval for the first Origo Product in the United States on or before 31 December 2040 (the “Earn-Out Event 3”).

For the avoidance of doubt, upon the occurrence of the Earn-Out Event 2 prior to the occurrence of the Earn-Out Event 1, then the Earn-Out Event 1 shall be also considered as occurred and payable to the Sellers in the same terms as the Earn-Out 2 under this Section 5. Likewise, should the Earn-Out Event 3 occur prior to the occurrence of the Earn-Out Event 1 and the Earn-Out Event 2, then the Earn-Out Event 1 and the Earn-Out Event 2, as applicable, shall be also considered as occurred and payable to the Sellers in the same terms as the Earn-Out 3 under this Section 5. For clarification purposes, an Earn-Out Event shall be payable only once.

(b).

In the event that:

(i).

a Change of Control of the Company or a Change of Control of the Purchaser occurs after the Closing Date but before the earliest of (x) [***] from Closing Date; or (y) an initial public offering of the shares (or certificates representing such shares) of the Purchaser on a public stock market; and

(ii).

Earn-Out Event 1 has not occurred yet at the time of such Change of Control, then the Purchaser shall pay to the Sellers the EUR [***] of Earn-Out Consideration due for Earn-Out Event 1 immediately, even though such Earn-Out Event 1 has not yet occurred. For clarity, no additional consideration shall be due upon the subsequent occurrence of Earn-Out Event 1.

(c).

In the event that an Origo Product Disposal occurs after the Closing Date but before the earliest of (x) [***] from Closing Date; or (y) an initial public offering of the shares (or certificates representing such shares) of the Purchaser on a public stock market (the “Origo Product Disposal Deadline”), then the Purchaser shall pay to the Sellers an amount equal to [***] of the Net Cash Proceeds received by the Purchaser for such Origo Product Disposal upon completion of such Origo Product Disposal, up to the amount of the total Earn-Out Consideration pending to be paid at the time of the Origo Product Disposal (or, if later, in the context of deferred disbursement of Net Cash Proceeds in the context of an option, at the time of such payment). The total amount of the Earn-Out Consideration shall be reduced by any amount paid by the Purchaser pursuant to the immediately preceding sentence, proportionally to the Earn-Out Events.

(i).

For illustrative purposes, if the Net Cash Proceeds from an Origo Product Disposal amounted to EUR. [***], then the Purchaser would pay the Sellers an amount of EUR [***] ([***]% of EUR [***] and representing the [***]% of the total Earn-Out Consideration), and the payment due upon the subsequent occurrence of Earn-Out Events would be reduced by a [***]%, meaning that payment due upon Earn Out 1 would be reduced to EUR [***], payment due upon Earn-Out Event 2 would be reduced to EUR [***] and the payment due upon Earn-Out Event 3 would to EUR [***].

(ii).

For the purposes of this Agreement “Net Cash Proceeds” means the aggregate cash or cash equivalents (including short-term bonds, treasury bills, marketable securities with lock-up or sale restriction periods of up to [***], etc.), received by the Purchaser upon completion of such Origo Product Disposal, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and (b) taxes paid or payable as a result thereof.

(iii).

In case that the Origo Product Disposal refers to an option for the licensing or an option for an asset sale, the Net Cash Proceeds shall include the aggregate cash received by the Purchaser in consideration of (i) the price agreed for the corresponding option and (ii) any deferred disbursements payable under any such Origo Product Disposal, which shall become payable to the Sellers under the same terms as provided herein upon the effective payment from any such third party to Purchaser.

(iv).

For the avoidance of doubt, deferred disbursements shall include the option price (if any) and the option exercise price (if any), but not any further milestone payments (if any) or royalties (if any).

Notwithstanding the foregoing, until the achievement of the Earn Out Events or the expiration of the term for the fulfilment of the Earn Out Event 3, the Purchaser may only transfer the shares of the Company and/or the assets of the Company, directly or indirectly, provided (i) the relevant transferee bears all obligations and undertakings of the Purchaser vis-à-vis the Sellers under Clause 5.4; and (ii) the Purchaser remains jointly and severally liable vis-à-vis the Sellers for the transferee’s compliance with such obligations and undertakings. For the avoidance of doubt, the restrictions provided in this paragraph will not be applicable in case of a takeover in the Purchaser once it is listed on a public stock market.

5.2.

Earn-Out Notice

The Purchaser shall promptly notify the Sellers’ Representatives of the occurrence of any of the Earn-Out Events listed in Section 5.1(a), and in any case no later than [***] after its occurrence or when deemed to have occurred, the occurrence of the Change of Control of the Company or the Purchaser as set forth in Section 5.1(b) or the occurrence of an Origo Asset Disposal as set forth in Section 5.1(c) (each an “Earn-Out Notice”).

5.3.

Payment. Set-off

(a).

The Purchaser shall pay the relevant Earn-Out Consideration for the achievement of the relevant Earn-Out Event to the Sellers within [***] after the date of the relevant Earn-Out Notice.

(b).

Any amounts under the Earn Out Consideration shall be paid by the Purchaser to the Sellers pro-rata to their corresponding Sellers’ Pro Rata Share, subject in any case to paragraph 5.3(c). However, the Sellers represent that the existing Investment and Shareholders’ Agreement entered into by the Company and the Sellers on [***] provides a “catch-up” provision in case the Purchase Price reaches an amount to be determined as of the Closing Date (“Catch-up Trigger Amount”), to be communicated by the Sellers’ Representatives on Closing. Therefore, if any Earn Out Consideration results in the Purchase Price being higher than the Catch-up Trigger Amount, the Sellers’ Representatives shall notify the Purchaser, within [***] from the relevant Earn-Out Notice, how the distribution of any amounts of the Purchaser Price over such Catch-up Trigger Amount shall be made between the Sellers.

(c).

Any amounts under the Earn Out-Consideration shall be paid by the Purchaser to the Sellers net of any Earn-Out Consideration to be made by the Company under the Confidential Mutual Release and Termination Agreements in relation to the Phantom Stock Options (as defined therein). As such, amounts to be paid by the Company under the Confidential Mutual Release and Termination Agreements in relation to the Phantom Stock Options shall be discounted from the amounts to be paid by the Purchaser to the Sellers under the Earn Out-Consideration.

(d).

The Sellers accept that (i) any amount due by the Sellers to the Purchaser based on undisputed Claims under this Agreement may be set-off from the Earn-Out Consideration and that (ii) any amount due by the Sellers to the Purchaser based on disputed Claims under this Agreement may be retained from the Earn-Out Consideration until such Claim become undisputed, provided, in any case, that such Claims, set-off and retentions are carried out by the Purchaser in good faith, and not with the only aim of offsetting or retaining any amount of the Earn-Out Consideration.

5.4.

Purchaser’s diligence obligations & Information rights

(a).

Upon the terms and subject to the conditions set forth herein, Purchaser agrees to, and shall cause the Company to, use Commercially Reasonable Efforts to achieve the Earn-Out Events set forth in Section 5.1(a).

(b).

Purchaser shall keep and use Commercially Reasonable Efforts, and shall cause any Affiliates or third-parties, to [***]. Purchaser shall provide the Sellers’ Representatives with reasonably sufficient and detailed information regarding the [***]. However, if the Purchaser becomes a listed company the referred undertaking by the Purchaser to provide the Sellers’ Representatives with information shall no longer apply provided that the public quarterly information and reports, to which the Sellers will have access to, include the same information and degree of details as detailed herein and, considering the foregoing, should Purchaser need to continue providing specific information to Sellers, any such disclosure of information is conducted in compliance of the applicable market abuse regulation. Further, Sellers’ Representatives shall have the right, at its own expense, but not more than once in any [***], to deliver the Purchaser a written request on the status of the activities carried out regarding an [***], such right applying even if the Purchaser becomes a listed company. The Purchaser shall, within the following [***] from the information request delivered by the Sellers’ Representatives provide a reasonably detailed and complete reply to such request. If Purchaser does not comply with the information request of the Sellers’ Representatives, or the Sellers’ Representatives consider the information provided not to be sufficient for the purpose hereof, the Sellers’s Representatives and the Purchaser shall discuss in good faith towards an amicably resolution of the discrepancies. Should the Sellers’ Representatives and the Purchaser fail to amicably reach an understanding within [***], then each of them shall have the right to submit such dispute to Section 15.12.

5.5.

General Payment terms

(a).

All payments under this Agreement shall be paid to the Parties (either to the Purchaser or to the Sellers), in accordance with this Agreement, by wire transfer of immediately available funds in accordance with the applicable wire transfer instructions specified by the Sellers or notice provided to the other Party pursuant to Section 15.1.

(b).

All payments shall be paid in Euro (€). If any currency conversion is required in connection with any payment, such conversion shall be made in accordance with the official exchange rate published in the Wall Street Journal at 09:00 a.m. (New York time) on the date of payment.

(c).

If a Party does not make any payment in due time, the non-defaulting Party shall send a notice to the defaulting Party claiming the pending payment and allowing a [***] cure period to settle the pending amount. Following such cure period without the full settlement of the outstanding amount, the amount of any such outstanding payment shall accrue simple interest at the Default Interest Rate beginning on the day after the applicable payment date, provided however, that in the event of a breach on the notification undertakings described herein (i.e. failure by the Purchaser to provide the Sellers’ Representatives with an Earn-Out Notice), Default Interest shall accrue from the first day after the end of the applicable notification period. The “Default Interest Rate” shall equal 8% per annum. Parties’ obligation to pay interest under and in accordance with this Section is without prejudice to any other rights and remedies available to the Parties under this Agreement in respect of Parties’ related failure or delay in the payment of the applicable payment when due.

CONDITIONS PRECEDENT

6.1.

Conditions precedent to the obligations of the Parties

The sale and purchase of the Existing Shares and of the New Shares Rights (and consequently, the New Shares as per Section 2.4) and the obligation to proceed with Closing shall be subject to the fulfilment or waiver of the following conditions precedent (the “Conditions Precedent”):

(a).

The Purchaser having obtained (i) the unconditional authorization by the Spanish Council of Ministers (Consejo de Ministros) for its foreign direct investment in the Company contemplated in article 7 bis of Law 19/2003, of July 4, on the regulation of foreign capital movements and economic transactions (the “FDI Authorisation”), or (ii) the confirmation by the Deputy General Directorate of Foreign Investments (“Subdireccion General de Inversiones Exteriores”) or any other competent public authority (the “FDI Authority”) that, after analysis by such public authority of the information provided by the Purchaser, such authorization by the Spanish Council of Ministers (Consejo de Ministros’) is not required (the “FDI Condition Precedent”).

In this regard, the Parties acknowledge that the Purchaser filed an investment screening questionnaire with the FDI Authority in relation to the Transaction on 8 October 2021 and the Purchaser further represents that as of the date of this Agreement has not received confirmation by the FDI Authority on whether the FDI Authorisation is required. The Purchaser further undertakes that, if an official and clear response from the FDI Authority is not received by the Purchaser by 10 December 2021 stating that the Transaction shall not be subject to the FDI Authorisation (either because the FDI Authority does not reply at all, the reply received is not on terms that are official and clear or the reply expressly states that the FDI Authorisation is required) the Sellers and the Purchaser shall jointly consider in good faith and in the best interest of the Transaction whether it is best to submit the formal authorisation request to the FDI Authority or to wait until the FDI Authority replies on whether or not FDI Authorisation is required. In the event that by 20 December 2021 the Purchaser has yet not received an official and clear response from the FDI Authority as stated above nor the Parties have decided otherwise during the good faith discussions to be held from 10 December 2021, the Purchaser, at the Sellers’ request through the Sellers’ Representatives, undertakes to submit the formal authorisation request to the FDI Authority within the following [***].

(b).

No Material Adverse Change having occurred between the date of this Agreement and the Closing Date which continues to occur at the Closing Date.

(c).

There shall be no injunction, preliminary or permanent restraining order or any order or agreement of any nature with or issued by any Authority of competent jurisdiction or any applicable Law to the effect that the Transaction contemplated by this Agreement may not be consummated as provided in this Agreement.

Upon fulfilment or waiver, as the case may be, of the Conditions Precedent in the terms set forth in this Agreement, the sale and purchase of the Existing Shares and the New Shares Rights will be enforceable and, consequently, the Parties will be obliged to (a) formalize the Closing of the Transaction and perform all actions and execute all documents set forth in Section 8, including the transfer of the Existing Shares and the New Shares Rights and the payment of the Purchase Price in the terms set forth in this Agreement and (b) to formalize all actions required to ensure the effective transfer of the New Shares as per Section 2.4.

6.2.

Fulfilment of the conditions precedent

(a).

Each Party shall use its best efforts to cause the Conditions Precedent to be satisfied as soon as reasonably possible. The Sellers shall, and shall cause the Company to, provide the Purchaser with all necessary information at their disposal in sufficient time to enable the filings for approvals, communications, clearance applications and other requirements from the FDI Authority to be made accurately and promptly.

(b).

The Parties agree that all requests and enquiries from any Authority, court or other regulatory body shall be dealt with by the Purchaser who shall consult with the Sellers’ Representatives to the extent necessary, and the Sellers shall promptly cooperate with, and provide any information and assistance required by, such Authority, agency, court or regulatory body upon being requested to do so.

(c).

If the granting of the FDI Authorisation is subject to the fulfilment of formal requirements, the Parties undertake to accept and fully comply with them. In addition, should the FDI Authorisation be subject to other conditions, the Parties will negotiate in good faith the acceptance of any such conditions for the FDI Condition Precedent to be deemed as fulfilled. For the avoidance of any doubt, nothing in this section shall require Purchaser or any of its Affiliates to:

(i).

take any action which would result in a breach of any applicable Law, or any confidentiality restrictions to which Purchaser may be bound; or

(ii).

take any action which would significantly disrupt or negatively impact (i) the operation of their business in the ordinary course or (ii) the nature of the Transaction.

6.3.

NOTIFICATION OF SATISFACTION OF CONDITIONS PRECEDENT - WAIVER

(a).

Without prejudice to Section 6.2, the Parties shall keep each other promptly informed of any progress towards the satisfaction of the Conditions Precedent referred to in Section 6.1(a) and shall notify the other Party immediately and not later than [***] after becoming aware of the satisfaction of such Condition Precedent and the satisfaction or waiver of Conditions Precedent under Section 6.1(b) and 6.1(c) (“Condition Precedent Notice”).

(b).

The Parties agree that the Purchaser may waive either in whole or in part at any time by notice in writing to the Sellers’ Representatives any of the Conditions Precedent that are capable of being waived.

6.4.

Long Stop Date

(a).

If by [***] after Signing (the “Long Stop Date”) any of the Conditions Precedent is not satisfied or waived, as corresponding, then the Parties shall not be bound to proceed with the purchase and sale of the Existing Shares, the New Shares and the New Shares Rights and this Agreement, subject to Section 6.4(a) below, shall automatically terminate and cease to have effect.

In relation to the above, if the Company experiences liquidity concerns before the Closing Date, the Sellers shall be entitled to secure sufficient and appropriate financing for the Company, including the granting of additional loans (including convertible loans) from the existing Shareholders or via bank loans or credit facilities, all under arm’s length conditions for the reasonable cash needs (the “Interim Financing”). If any such Interim Financing is put in place by the Sellers, then:

(i).

the amounts lent to the Company (including any accrued interest) under the Interim Financing shall not be deducted from the Purchase Price;

(ii).

the amounts (including any accrued interest) lent to the Company under the Interim Financing shall be, in the event of loans from the existing Shareholders, assumed by the Purchaser to be repaid by the Company within the first [***] after Closing; and

(iii).

any portion of the amounts lent to the Company under the Interim Financing not yet disbursed prior to the Closing Balance Sheet Date will not be accounted for the Closing Cash when calculating the Closing Net Cash/Debt and, to the extent legally possible, the Interim Financing will be terminated for the amounts not yet disbursed to the extent such early termination does not result in an early termination fee.

In the case where the Interim Financing is in the form of additional convertible loans, such convertible loans shall contain terms that only allow for conversion in the event that Closing does not take place.

(b).

If this Agreement is terminated pursuant to Section 6.4(a), all rights and obligations of the Parties hereunder shall terminate except for Sections 1, 14, 15.1, 15.2, 15.11 and 15.12, which shall survive the termination of this Agreement. Such termination shall occur without any liability of any Party to the other Parties, except for any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim Losses in respect of any breach of this Agreement which existed at or before the date of termination.

PRE-CLOSING COVENANTS

7.1.

Conduct of business

(a).

Until Closing, the Sellers shall ensure that the Company continues to operate in the ordinary course of business.

(b).

Until Closing, the Sellers shall cause the Company to refrain from any of the following, except as permitted under Section 7.1(c):

(i).

any new borrowings or the extension of loans to any other Person;

(ii).

Agreeing to any liability as a guarantor or granting any right or Encumbrance on any part of its assets;

(iii).

Instituting or settling any Litigation;

(iv).

The entering into any agreement, settlement or compromise with any Tax Authority, filing of any protest against or claim of refund of Taxes with any Tax Authority, changing any method of reporting income or deductions in connection with any Tax, or waiving or consenting to extend any statute of limitations for the payment or assessment of any Tax, in each case other than in the ordinary course of business or in compliance with applicable Laws;

(v).

the amendment of any Tax Return, or the approval to or implementation of any restructuring that might give rise to any Tax liability or result in any increase thereof unless such action is forced by mandatory Law;

(vi).

The disposal or acquisition of any assets with a value of more than EUR [***];

(vii).

The incurring of expenditure for an amount of more than EUR [***], except for the payment of expenses related to the conversion of the Convertible Loan and the settlement of the Phantom Stock Option Plan;

(viii).

The entering into, amendment or termination of any contract with an annual value of more than EUR [***] or a duration of more than [***] years;

(ix).

Dismissing or revoking or entering into any termination agreement with any of the Company’s Directors and Employees, except for cause, or entering into any new employment agreement with any individual;

(x).

the increase or decrease of the Company’s share capital or amending of its Articles of Association in any other manner;

(xi).

The relocation of its registered office;

(xii).

The liquidation, merger, de-merger or other restructuring of the Company;

(xiii).

The issuance of any shares representing capital, any securities that give their holder the right to acquire or subscribe to shares or which can be converted into shares, and any other type of securities;

(xiv).

The declaration or payment of any dividend or other distribution with respect to the Shares, or any other securities;

(xv).

The purchase, sale, transfer or disposal of, redemption or other acquisition, or creation of any Encumbrance on any Share or other securities of the Company;

(xvi).

The failure to renew any Permit necessary for the conduct of the Company’s business;

(xvii).

The granting, failure to renew or termination of any license to use any Intellectual Property Rights;

(xviii).

The abandonment or surrendering of any registered Intellectual Property Rights owned by the Company, failure to pay any registration or renewal fees that fall due in respect of, or take any actions (including filing of new applications, responding to office actions, amendment of any patent applications) in respect of the prosecution of any applications for registered Intellectual Property Rights owned by it;

(xix).

The disclosure of the Know-How related to the Company’s business to any third party;

(xx).

Any filing, submission or correspondence with an Authority with respect to any Origo Product;

(xxi).

The entering into any agreements relating to the start, conduct or other operational aspects of Clinical Trials, including agreements relating to the manufacturing of study drug related supplies;

(xxii).

The start of any Clinical Trial or preclinical studies; and

(xxiii).

The assumption of any undertaking obliging it to do any of the foregoing.

(c).

Section 7.1(b) shall not operate so as to prevent or restrict any matter or action:

(i).

required to be undertaken to comply with applicable Laws or any requirement imposed by any competent Authority; or

(ii).

Consented to in writing by the Purchaser;

provided, in each case, that the Sellers’ Representatives or the Company shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Section 7.1(c), shall provide the Purchaser with all such information as the Purchaser may reasonably request and shall consult with the Purchaser with respect to any such action.

(d).

Within [***] of receipt of any written request for consent by the Sellers’ Representatives or the Company, the Purchaser shall have the right to notify the Sellers’ Representatives or the Company that it objects to the proposed action. In the event that the Purchaser fails to notify the Sellers’ Representatives or the Company, as the case may be, of its objection to a proposed action within such period often [***], the Purchaser shall be deemed to have consented to such proposed action.

The Purchaser and the Sellers agree that the restrictions set forth in this Section 7.1 are no greater than what is reasonable and necessary to protect the legitimate interests of the Purchaser as purchaser of the Shares and the Sellers further acknowledge that those restrictions will not prevent the Company from conducting its activities in the ordinary course of business until Closing.

7.2.

Settlement of the Phantom Stock Option Plan

(a).

The Company has executed a mutual release and termination agreement with each of the beneficiaries of the Phantom Stock Option Plan (the “Confidential Mutual Release and Termination Agreements”), which set out: (i) the payments to be made to the corresponding beneficiaries of the Phantom Stock Option Plan as a result of the Transaction; (ii) the price determination and the form of payment; and (iii) a mutual release mechanism for the obligations assumed by both the Company and each of the beneficiaries under the Phantom Stock Option Plan which shall thereafter be governed by the terms of the corresponding Confidential Mutual Release and Termination Agreement.

The Parties acknowledge that the Initial ESOP Payments to the beneficiaries of the Phantom Stock Option Plan, as defined in the Confidential Mutual Release and Termination Agreements and outlined in Schedule 2.1B, have been taken into account for the calculation of the Initial Purchase Price.

The gross amounts due to the beneficiaries under the corresponding Confidential Mutual Release and Termination Agreements as a result of the potential achievement of the Earn Out Events shall be deducted from the Earn-Out Consideration and thus the relevant amount of the Earn-Out Consideration to be paid to the Sellers under this Agreement shall be reduced accordingly.

7.3.

Origo trademark coexistence agreement

The Sellers shall use their best efforts to cause the Company to enter into a coexistence agreement with ORIGIO A/S that would entail that both trademarks (Company’s trademark application No. [***] and the one of ORIGIO A/S) can coexist provided that Origo’s trademark is limited to exclude the fertility-related product and services in which the proprietor of the earlier trademark is interested.

7.4.

USB DEPOSIT IN ESCROW

Within [***] after the date hereof, [***] shall execute a public deed before a Spanish Public Notary, such date being the “USB Deposit Date”, by virtue of which the USB shall be deposited in escrow with such Notary. The deposit of the USB with such Notary shall not condition the election by the Purchaser of the Notary that will notarize completion of the Transaction on the Closing Date.

7.5.

[***] Side Letter

Within the earlier of (i) [***] after the date hereof or (ii) the Closing Date, the Purchaser shall deliver to [***] an executed version of the side letter attached hereto as Schedule 7.5 and [***] shall countersign the referred document immediately upon reception. Further to the drafting proposed in Schedule 7.5, the referred side letter will only be effective if and to the extent that Closing occurs and the Shares are transferred to the Purchaser.

CLOSING

8.1.

Closing date

Once the relevant Party has served the Condition Precedent Notice, then the Purchaser shall send a notice to the Sellers’ Representatives specifying (i) the applicable Closing Date as per Clause 1.1, (ii) the Notary that will notarize completion of the Transaction on the Closing Date (the “Notary”) and (iii) the address of the Notary’s office.

8.2.

Closing actions

At Closing, the Sellers and the Purchaser shall perform the following actions:

(a).

Legal capacity. The Parties shall exhibit to the Notary powers of attorney or the relevant documentation evidencing the legal capacity of their respective representatives for the execution of the Shares Transfer Deed, and the rest of Closing actions contemplated by this Agreement including, where applicable, the certificate of the resolution of the General Shareholders’ Meeting approving the Transaction to the effects set forth in article 160F) of the Spanish Companies Act.

(b).

Capitalization of the Convertible Loan. The Sellers shall approve under a Shareholders Meeting the relevant share capital increase resolutions for the capitalization of the Convertible Loan into the New Shares and grant to public deed the corresponding certificate (the “Share Capital Increase Deed”) for immediate filing with the relevant Commercial Registry and subsequent registration thereto.

(c).

Transfer of title to the Shares. The Parties shall appear before the Notary, to grant the Shares Transfer Deed a public deed of sale and purchase of the Shares under which, inter alia, (a) the Parties shall notarise (“elevarán a público”) and ratify this Agreement, (b) the Purchaser and the Sellers shall acknowledge the satisfaction or waiver, as applicable, of the Conditions Precedent, and (c) subject to the New Shares limitations pending for registration before the Commercial Registry, the Sellers shall transfer ownership of the Shares to the Purchaser (the “Shares Transfer Deed”).

(d).

Ownership of the Shares. The Sellers shall procure that the secretary to the board of directors of the Company shall issue a certificate representing the share capital distribution of the Company and the ownership over the Shares at Closing.

(e).

Delivery of ownership titles. Each of the Sellers shall deliver to the Notary the original public deeds evidencing their respective title to the Shares, allowing the Notary to record the transfer in such deeds.

(f).

Updating the Shares’ Registry Book. The Sellers shall take all required actions in order for the secretary of the Company to record in the Shareholders’ Registry Book (“Libro Registro de Socios”) the transfer of the Shares in favour of the Purchaser.

(g).

Delivery of Corporate Books. The Sellers shall procure that the secretary of the Company shall deliver to the Purchaser Shareholders’ Registry Book (“Libro Registro de Socios”), the minutes books and the corporate books duly updated and legalized.

(h).

Representations and Warranties. The Sellers shall deliver a certificate dated as of Closing Date certifying that (a) the Sellers’ Warranties contained in this Agreement continue to be true, complete and correct in all respects as of the Closing Date or such other date specified in the relevant Seller’s Warranty; and (b) each covenant and agreement of the Sellers to be performed on or prior to Closing Date has been duly performed in all respects.

Likewise, the Purchaser shall deliver a certificate dated as of the Closing Date confirming that the Purchaser’s Warranties continue to be true, complete and correct as of the Closing Date.

(i).

Payment of the Initial Purchase Price. The Purchaser shall pay to the Sellers the Initial Purchase Price, as described under Section 3.1 above.

(j).

Escrow Agreement: The Parties shall enter into the Escrow Agreement in the terms set forth in Clause 3.3 above and deposit the Escrow Amount in the terms set forth in the Escrow Agreement.

(k).

Directors’ resignation letters. The Sellers shall deliver to the Purchaser the resignation letters, duly signed and notarized, by means of which those directors of the Company, resign as directors of the Company with effects as from Closing Date, and state that their respective relations with the Company have been completely settled and paid off, and that there are no outstanding claims.

Additionally, the Purchaser shall take all required actions in order for the Company to pass a shareholder resolution at Closing to accept the resignations mentioned above, appoint the relevant new directors replacing the resigning directors, approve the management of the Company by the resigning directors and undertake not to bring any action against each such resigning director for any past action, provided that such waiver shall not condition or impede any claim by the Purchaser vis-a-vis the Sellers in accordance with the terms and conditions set forth in this Agreement.

(l).

Directors’ release. The Purchaser shall deliver to the Sellers and to each of the directors of the Company a letter addressed to each director of the Company whereby the Purchaser waives any actions, and undertake not to make, and to procure that the Company waive any actions and do not make, any claim against any director of the Company in connection with their acts or omissions as directors of the Company in the period prior to Closing Date.

(m).

Employment Agreements. The Sellers shall deliver to the Purchaser the fully executed novation of the employment agreements for the employees agreed between the Parties before the Closing Date.

The performance of each action that the Parties are required to take at Closing shall take place simultaneously (unidad de acto) and shall not be effective until all of them have been completed.

If the Transaction is not completed at the agreed place and on the Closing Date due to a Party’s failure to comply with its obligations under this Agreement, the Parties agree that they will proceed to effect the Closing in so far as reasonably practicable and, in any case, without prejudice to their rights under this Agreement, and the defaulting Party shall not be released from its obligations hereunder.

POST-CLOSING COVENANTS

9.1.

Phantom Stock Option Plan

Phantom Stock Option Plan payment. The Purchaser shall cause the Company to pay to the corresponding beneficiaries under the Confidential Mutual Release and Termination Agreement, the Initial ESOP Payment (as defined therein).

9.2.

Non-Competition

(a).

Sellers, other than [***] and [***] undertake vis-à-vis the Purchaser and the Company that they will not, and shall procure that none of their respective Affiliates shall, during a [***]starting on the Closing Date, directly or indirectly, alone or jointly with or on behalf of any other Person, and without written consent of Purchaser:

(i).

carry on, be engaged in or be economically interested in (whether directly or indirectly) the Restricted Business in any Restricted Territory;

(ii).

in competition with the business of the Company as now carried on, canvass or solicit any Person who has within [***] prior to the Closing Date been a business relation of the Company.

As for the Seller Darpaufarma, Restricted Business shall deem to include any [***], with the exceptions of the programs already in progress at [***] ([***]), [***] ([***]) and [***] ([***]).

(b).

Nothing in Section 9.2 shall prevent or restrict the Sellers and their respective Affiliates from:

(i).

Holding an interest of up to five (5) per cent of the outstanding issued share capital of a company listed on any recognised stock exchange;

(ii).

fulfilling any obligation pursuant to this Agreement.

(iii).

As for the [***], the non-compete undertakings contained herein shall not limit its ability to provide chemical synthesis services to Third Parties, provided however, that any such services do not reproduce, include or embody of Origo’s Products chemical structures.

9.3.

Non-Solicitation

The Sellers undertake vis-à-vis the Purchaser and the Company that they will not, and shall procure that none of their respective Affiliates shall, during a [***] starting on the Closing Date, directly or indirectly, alone or jointly with or on behalf of any other Person, without written consent of Purchaser, hire or induce or seek to induce any employee to resign from his position with a view to being engaged or employed by the Sellers or any of their respective Affiliates.

For the exclusive purposes of this Section 9.3 and expressly with regard to [***]and [***], the reference to Affiliates shall not include any entities that may otherwise be considered an Affiliate to a Seller under the general definition of Affiliate provided under this Agreement solely as a result of possessing the power to veto Affiliates’ decisions by contract relating to voting rights or corporate governance.

Without prejudice of the foregoing, [***], nor any Affiliate (for as long as [***] owns at least [***]% of the shares of such Affiliate) shall be captured by the above exception and, for this reason, will be subject to the non-solicitation undertaking during a [***] period starting on the Closing Date as per the preceding paragraph.

10.

SELLERS’ WARRANTIES

10.1.

Each of the Sellers warrant to the Purchaser that, except as Disclosed, each of the representations and warranties given by the Sellers in Schedule 10 (the “Sellers’ Warranties”) is true, accurate and not misleading as of the date of this Agreement and shall be true, accurate and not misleading as of the Closing Date, as if they had been repeated on the Closing Date. Any reference made to “the date of this Agreement” or “the date hereof” (whether express or implied) in relation to any Sellers’ Warranty shall be construed, in connection with the repetition of the Sellers’ Warranties, as a reference to the Closing Date.

10.2.

The Sellers’ Warranties set forth in Section 1 of Schedule 10 are made by each Seller only in respect of its particular circumstances and in respect of the particular Shares that it sells. Consequently, any Losses payable under this Agreement in respect of the aforementioned Sellers’ Warranties may be only claimed against the particular Seller affected by the matter or circumstance giving rise to the Losses payment.

10.3.

The Sellers acknowledge that the Purchaser is entering into this Agreement on the basis of the Sellers’ Warranties and that the Sellers’ Warranties constitute an essential and fundamental condition for the Purchaser to agree to acquire the Shares.

10.4.

If at any time during the period from the date of this Agreement to the Closing Date the Sellers become aware that a Sellers’ Warranty has been breached, is untrue or is misleading, or have a reasonable expectation that any of such thing might occur (due to facts or events deriving from the ordinary course of business or for any other reason), they shall promptly:

(a).

notify the Purchaser of the relevant occurrence in sufficient detail to enable the Purchaser to make an accurate assessment of the situation; and

(b).

take such action as the Purchaser may reasonably require to prevent or remedy the notified occurrence.

Any such notification shall not constitute a disclosure for the purposes of this Section 10 and the Sellers’ Warranties shall not be qualified by such notification. Accordingly, provided that Closing takes place, the Purchaser may make a Claim for Breach of Warranties in relation to any matter notified pursuant to this Section notwithstanding such notification and the dies a quo for the Purchaser to make the relevant Claim in respect of that breach shall be the Closing Date.

Notwithstanding the indemnification right of the Purchaser in accordance with the above, the Sellers’ Warranties that are deemed repeated at and as of the Closing Date, shall be subject to any qualification or amendment due to facts or events deriving from the ordinary course of business occurring between the date of this Agreement and the Closing Date, as may be pertinent to make them true as of the Closing Date. The impact of such qualifications in the Purchase Price shall be agreed between the Purchaser and the Sellers’ Representative in good faith, provided that any such qualification that results in a Loss as agreed by the Parties will lead to a reduction of the Purchase Price on a euro-per-euro basis.

10.5.

Each of the Sellers’ Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Sellers’ Warranty or any other provision in this Agreement.

10.6.

Except for the matters Disclosed, no information of which the Purchaser, their agents or advisers has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made by the Purchaser or on their behalf), shall prejudice or prevent any Claim or reduce the amount recoverable under any Claim.

10.7.

The liability of the Sellers for any Claims under the Sellers’ Warranties and/or the Specific Indemnities, other than the Sellers’ Warranties set forth in Section 1 of Schedule 10, shall be joint and the Sellers shall be jointly liable (responsabilidad mancomunaday)) and not jointly and severally liable (responsabilidad solidaria) subject to their respective Sellers’ Proportion. Notwithstanding the foregoing, [***], [***], [***]and [***] (the “Majority Shareholders”) will remain jointly and severally liable (responsabies solidarios) with [***]and [***] (the “Minority Shareholders”) and will indemnify the Purchaser on a pro-rata basis considering their corresponding Seller’s Proportions in case that the Minority Shareholders fail to indemnify the Purchaser, for any Claims under the Sellers’ Warranties and/or the Specific Indemnities. The foregoing shall not affect the relevant right of recourse (derecho de repetición) of the Majority Shareholders against the Minority Shareholders.

10.8.

The Parties expressly acknowledge and agree that the Sellers’ Warranties have an objective nature (naturaleza objetiva) and, if any Sellers’ Warranty is breached or proves to be untrue, inaccurate or misleading for any reason whatsoever as of Closing Date, this circumstance shall be considered a breach of this Agreement and shall give rise to the Sellers’ liability under this Agreement, subject to the terms, conditions, limitations and qualifications set forth herein.

11.

PURCHASER’S WARRANTIES

The Purchaser warrants that each of the representations and warranties given by the Purchaser in Schedule 11 (the “Purchaser’s Warranties”) are true, accurate and not misleading as of the date of this Agreement and shall be true, accurate and not misleading as of the as of the Closing Date. Any reference made to “the date of this Agreement” or “the date hereof” (whether express or implied) in relation to any Purchaser’s Warranty shall be construed, in connection with the repetition of the Purchaser’s Warranties, as a reference to the Closing Date.

The Parties expressly acknowledge and agree that the Purchaser’s Warranties have an objective nature (naturaleza objetiva) and if any Purchaser’s Warranty is breached or proves to be untrue for any reason whatsoever as of the date of this Agreement and/or as at the Closing Date, this circumstance shall be considered a breach of this Agreement.

12.

COMPENSATION BY THE SELLER’

12.1.

General principles

(a).

Subject to the terms, conditions, limitations and qualifications set forth in this Agreement, the Sellers shall be liable to the Purchaser:

(i).

in the event of a breach of any of the Sellers’ obligations under this Agreement, in which case, only the non-compliant or the Seller in breach shall be liable and hold the Purchaser harmless;

(ii).

under the Sellers’ Warranties in connection with matters giving rise to one or more of the Sellers’ Warranties being untrue, inaccurate or misleading (a “Breach of Warranties”) in accordance with Section 10; and/or

(iii).

under matters covered by the Specific Indemnities in accordance with Section 12.4 and Section 10 (the “Specific Indemnities”);

in which case the breaching Seller or Sellers shall indemnify the Purchaser against any Losses caused to the Purchaser or the Company as a consequence of such breach under the terms of this Agreement.

(b).

In the event of a Breach of Warranties, the Purchaser shall submit to the Sellers a Notice of Claim in accordance with Section (k).

(c).

If the event, matter or circumstances can give rise to a Claim under several of the Sellers’ Warranties, the Purchaser shall only be entitled to indemnification once.

(d).

Any Loss incurred by the Company shall be deemed to be incurred by the Purchaser in the same amount, and cannot be paid twice to the Purchaser and the Company.

(e).

The following items shall be taken into account and applied in order to determine the amount of the Loss:

(i).

the amount of any reserve or provision included in the Annual Accounts shall be deducted to the extent it relates to the matter which gave rise to the Loss;

(ii).

the amount of any insurance pay-out (net of any increase of insurance premium with respect thereto) paid to, or recovered by, the Company or the Purchaser with respect to the matter which gave rise to such Loss shall be deducted;

(iii).

the Loss is calculated on a net-of-tax basis and by taking into account any Tax deduction or benefit that results in effective Tax savings in the fiscal year in which the Loss was accounted for (but excluding any increase of carried forward losses); and

(iv).

any Taxes due by the Purchaser or the Company in relation to the indemnification of such Loss in accordance with this Section 12 shall be added.

(f).

Any Compensation paid by the Sellers to the Purchaser under this Agreement shall be treated as a reduction of the Purchase Price.

(g).

The Sellers shall have no obligation to pay any Compensation if and to the extent that:

(i).

the subject matter of the Claim results from an amendment to applicable Laws or regulations that enters into effect after the date of this Agreement, regardless of whether the change has retroactive effect, or a new interpretation of an existing Law by an Authority in a decision published after the date of this Agreement; or

(ii).

the subject matter of the Claim would not have arisen had it not been for a negligent action or omission on the Purchaser’s part or, after the Closing Date, on the Company’s part.

(h).

Furthermore, the following principles shall apply:

(i).

No liability shall attach to the Sellers in respect of any matter that is capable of remedy except to the extent that the relevant matter remains not remedied after the expiry of [***] following receipt by the Sellers of the Purchaser’s Claim. The Purchaser agrees to use all reasonable endeavours to assist and to procure the assistance of the Company in remedying the relevant matter at the reasonable cost of the Sellers;

(ii).

No Compensation shall be due or payable by the Sellers in respect of any Third-Party Claim if the Purchaser or the Company has entered into a settlement in respect of that Third-Party Claim without the Sellers’ prior written consent in accordance with Section 12.3;

(iii).

The liability of the Sellers in respect of any Claim shall only arise in the event that the Loss referenced in the Claim is a Loss suffered by the Purchaser or by the Company; and

(iv).

Compensation shall only be due or payable by the Sellers in respect of a contingent liability if and to the extent that the underlying liability becomes an actual liability and is due and payable (without prejudice to the right of the Purchaser to send a Notice of Claim in respect of a contingent liability within the time limits specified in Section 12.5).

(i).

None of the limitations mentioned in this Section 12 shall apply with respect to a Sellers’ Warranty in the event of fraud or willful concealment by the Sellers in relation to such Sellers’ Warranty rendering it untrue, inaccurate or misleading.

(j).

The Parties agree that the existence of the VDR or the fact that certain data, information or documents were contained in the VDR. or made available to the Purchaser within the Due Diligence Process or otherwise, shall not limit or restrict the Sellers’ liability under the Sellers’ Warranties, except to the extent that the relevant matter causing the breach of the Sellers’ Warranties is or has been Disclosed (as defined in Clause 1.1) to the Purchaser.

(k).

The Parties have agreed to enter into this Agreement and to complete the Transaction on the terms set forth herein and on the basis that the sole and exclusive remedy of the Purchaser exclusively in respect of a breach of a Sellers’ Warranty and/or Specific Indemnity shall be the right to be indemnified by the Sellers under the Sellers’ Warranties and Specific Indemnities pursuant and subject to the provisions set forth in this Agreement. Subject to the terms, conditions, limitations and qualifications set forth in this Agreement, the Parties acknowledge and agree that the provisions set forth in this Clause 12.1 replace and fully exclude the right of the Purchaser to (i) claim against the Sellers for any invalid consent (vicio del consentimiento) or warranty hidden defects clearance (saneamiento por vicios ocultos) in respect of the Sellers’ Warranties or the Purchaser’s decision to enter into this Agreement, other than a Loss indemnification, (ii) seek a Purchase Price adjustment, (iii) challenge the validity of the limitations of liability set forth in this Agreement, and (iv) make any claim in connection with this Agreement against the resigning directors of the Company, unless otherwise foreseen as per the terms, conditions, limitations and qualifications set forth in this Agreement.

(l).

Furthermore, the Parties acknowledge and agree that the rights and remedies contemplated in this Agreement in regard to the Sellers’ liability shall prevail in case of conflict between them and the provisions addressing liability of a Seller with respect to obligations under purchase and sale or other agreements set forth in the Spanish Civil Code, in the Commercial Code or in any other law in any applicable jurisdiction, to the extent permitted by applicable law and only in cases not. For the avoidance of doubt, the foregoing shall not be applicable in any case in the event of dispossession (evicción), fraud or wilful misconduct (dolo), in which case the Purchaser reserves its right to any other remedies and defences available to it under Spanish Law. In particular, in the event of the Purchaser being legally dispossessed of the Shares (evicción), the Sellers will be liable vis-à-vis the Purchaser in the manner foreseen in the Spanish Civil Code, although (i) a judgement handed down at any instance will be sufficient to deem that an event of dispossession has occurred and (ii) if the dispossession has occurred, the Purchaser will in any case be entitled to demand from the Sellers the reimbursement of the Purchase Price paid for the Shares even if at the time of the eviction their value were lower, together with any losses and damages caused to the Purchaser.

(m).

Nothing in this Section 12.1 shall have the effect of limiting or restricting any liability of the Sellers with respect of claims arising as a result of any bribery, fraud, wilful misconduct, intentional misrepresentation, bad faith or gross negligence.

12.2.

Claims procedure

(a).

The Purchaser shall send a notice (the “Notice of Claim”) to the Sellers within the time limits set out under Section 12.5. The Notice of Claim shall include a reasonable explanation of the legal and factual basis on which the Claim is based (including, where the Claim arises from a Third-Party Claim, evidence of such Third-Party Claim) and, to the extent practicable, specify the Purchaser’s estimate of the likely amount of Compensation, taking into account the principles set forth in this article. For the avoidance of doubt, a Notice of Claim must also be sent in case the amount of Loss resulting from the breach exceeds the individual threshold mentioned in Section 12.5(b)(iii) but does not yet exceed the aggregate threshold set out in Section 12.5(b)(ii).

(b).

If the Sellers object to the Claim, the Sellers’ Representatives shall notify the Purchaser in writing of such objection within [***] of receipt of the Notice of Claim and specify in reasonable detail the reason(s) of their objection in such objection notice. If the Sellers’ Representatives does not give notice of any objections within such [***] period, the Sellers shall be deemed to have accepted the Claim. In the event the Sellers object to the Claim, the Sellers and Purchaser shall attempt in good faith to reach an agreement with respect to the validity of the Claim and amount of Compensation and if no such mutual agreement can be reached within [***] of receipt of the notice of objection, the Purchaser shall be entitled to initiate proceedings before the competent arbitral tribunal in accordance with Section 15.12.

(c).

Any amounts due by the Sellers pursuant to this Section 12 shall be paid to the Purchaser or the Company from the Escrow Account under the terms and conditions of the Escrow Agreement, without prejudice to the right of the Purchaser to obtain indemnification from the Sellers should the amounts due exceed the outstanding amount of the Escrow Account.

12.3.

Defence to Third-party Claims

In the event of a Notice of Claim actually served by any third party against the Purchaser or the Company in connection with a specific issue that, if eventually prevailing, would give rise to the Sellers’ liability (the “Third Party Claim”), the Purchaser shall give the relevant Notice of Claim in respect of such Third Party Claim to the Sellers’ Representatives as soon as reasonably practicable and, in any case, within the first half of the term available to contest to the Third Party Claim.

The Sellers’ Representatives shall, by notice in writing to the Purchaser as soon as practicable and in any event within the maximum term of [***] as from the receipt of the Notice of Claim (or, if earlier, prior to the expiration of the second third of the term available to contest to the Third Party Claim), accept or reject the Sellers liability (whether actual or potential on the basis of the eventual outcome of the Third Party Claim) in relation to such Third Party Claim. Failure by the Sellers to notify their position with respect to the Third Party Claim within the before mentioned term shall be understood as a total rejection of its liability with respect to the Third Party Claim.

The Parties agree that the following provisions shall apply in respect of the Sellers’ position with respect to the Third Party Claim:

(i).

if the Sellers Representatives rejects Sellers’ liability with respect to the Third Party Claim (expressly or by not sending a notice of response to the Purchaser within the period referenced above), the Purchaser may submit the dispute to the procedure set forth in Section 15.12 and shall retain full control of the Third Party Claim as it deems fit, in good faith, with the due diligence of an orderly businessman and without the Sellers being able to allege in the dispute resolution proceedings that the Purchaser’s conduct of the Third Party Claim should in any way diminish the amount of any damages awarded to the Purchaser pursuant to the dispute resolution.

(ii).

if the Sellers’ Representatives accept that the Third Party Claim may give rise to an actual liability of the Sellers under this Agreement, Sellers, by instruction of Sellers’ Representatives, shall pay the Losses in respect thereto as provided in this Section or, when applicable, the relevant amount will be deducted from the outstanding limit to the Sellers’ liability set forth in Section 12.5(b), and the Purchaser shall deem the Third Party Claim as settled vis a vis the Seller for the amount of the Damages actually received by the Purchaser.

(iii).

if the Sellers Representatives accepts that the Third Party Claim may give rise to potential liability of the Sellers, on the basis of the eventual outcome of the Third Party Claim, the Sellers Representatives shall, subject to paragraph (iv) below, be entitled, at their sole discretion, to assume control of the defence of the Third Party Claim. The following rules shall apply in respect of the defence of the Third Party Claim:

if the Sellers assume control of the defence of the Third Party Claim:

(a)

the Purchaser shall allow the Sellers to take over the conduct of all proceedings and/or negotiations of whatsoever nature arising in connection with any such Third Party Claim, granting or causing the Company to grant a power of attorney in the appropriate form to the legal counsel and attorneys at court (procuradores) designated by the Sellers for the purpose of dealing with the Third Party Claim;

(b)

the defence legal fees, costs and expenses, including those related to guarantees, deposits, bonds, bank endorsements, and advance payments, shall be borne exclusively by the Sellers and should the Company not become subject to any liability under any such Third Party Claim, the Company shall reimburse the Sellers for any such reasonable amounts.

Notwithstanding the above, in the event that the Third Party Claim relates to a client of the Company or any of its Affiliates, the Sellers shall have the right to defend such Third Party Claim, provided however that the Sellers and the Purchaser agree in good faith and to the extent reasonably possible, the strategy for the defence and the essential actions to carry out such strategy.

(c)

the Sellers shall conduct the defence in good faith, with the due diligence of an orderly businessman and with a view to minimize the Purchaser or, as applicable, the Company liability in respect of the Third Party Claim, shall be assisted by reputable counsel if reasonably required under the circumstances and, in general, shall take all reasonable measures for an adequate defence against the Third Party Claim;

(d)

the Sellers shall refrain from compromising, settling or waiving any appeal or redress against the Third Party Claim without (a) written authorization by the Purchaser and, (b) simultaneously with the assumption of liability, agreement or settlement, making available to the Purchaser or the Company, the funds which the latter must pay to the third party as a result of the assumption, agreement or settlement;

(e)

the Purchaser shall provide or shall cause the Company to provide such information and assistance as the Sellers may reasonably require (provided such assistance does not compromise the ordinary course of business of the Company) in connection with the preparation for and conduct of any proceedings and/or negotiations relating to that Third Party Claim. In particular (but without limitation to the foregoing), the Purchaser shall provide to the Sellers or shall cause the Company to provide to the Sellers all documents, records and other materials in the possession of the Purchaser or the Company required by the Sellers for their use in defending the Third Party Claim as well as access to any employees, representatives, auditors or service providers of the Purchaser or the Company whose assistance, testimony or presence is necessary to assist the Sellers in evaluating and defending the Third Party Claim and, in general, shall reasonably co-operate with the Sellers in the defence of such Third Party Claim;

(f)

the Sellers shall maintain the Purchaser duly and timely informed as to all acts, formalities and documents involved in the proceedings;

(g)

if upon conclusion of the proceedings relating to the Third Party Claim the Sellers finally become obliged to indemnify the Purchaser under the terms of this Agreement and provided that the Sellers have not already paid the Losses to the Purchaser, the Sellers shall pay the Damages in respect thereto or, when applicable, the relevant amount will be deducted from the outstanding limit to the Sellers’ liability set forth in Section 12.5(b). In the event that the resolution of a Third Party Claim imposes such third party to assume defence costs assumed by the Company in such claim, those costs shall be reimbursed in full to the Sellers.

if the Sellers do not assume control of the defense of the Third Party Claim (either by Sellers’ Representatives notifying so to the Purchaser or in the event the Sellers’ Representatives reject Sellers’ liability with respect to the Third Party Claim expressly or by not sending a notice of response to the Purchaser):

(a)

the Purchaser shall conduct or, as applicable, shall cause the Company affected by the Third Party Claim to conduct the defence in good faith and in the manner it considers more appropriate, including but not limited to a court-mediated or out-of-court settlement, or concession;

(b)

the Purchaser shall maintain the Sellers duly and timely informed as to all acts, formalities and documents involved in the proceedings;

(c)

when a final and non-appealable judgement, decision or award is issued by the relevant court, arbitrators or administrative body, and as a result of such judgement, decision or award, the Purchaser and/or the Company may be forced to make a payment, or a settlement is reached, in relation to any Third Party Claim, then the Sellers shall pay to the Purchaser and/or the Company, as determined by the Purchaser, the amount of Losses arising from such judgement, decision or award;

(d)

if upon conclusion of the proceedings relating to the Third Party Claim the Sellers finally become obliged to indemnify the Purchaser under the terms of this Agreement, the Sellers shall pay the Losses incurred by the Purchaser or the Company in the defence against the Third Party Claim or, when applicable, the relevant amount will be deducted from the outstanding limit to the Sellers’ liability set forth in Section 12.5(b).

12.4.

Specific Indemnities

Notwithstanding any disclosure in connection therewith or any knowledge of the Purchaser or any of its employees, directors, consultants or advisers, the Sellers shall indemnify, defend and hold harmless the Purchaser or, if the Purchaser so chooses, the Company, on a euro-for-euro basis, in case that any Losses resulting from:

(i).

any finding by the Commercial Registry of any defect that cannot be remedied in the registration of the Share Capital Increase Deed or (ii) the fact that after a period of [***] as from the Closing Date, the Share Capital Increase Deed is not yet fully registered with the relevant Commercial Registry (for the avoidance of doubt, such Losses shall include reasonable fees and expenses of legal advisors involved, and no limitation to liability would apply to Specific Indemnities); and (ii) the reimbursement of the grant granted by the Spanish Centre for the Development of Industrial Technology (“Centro para el Desarrollo Tecnológico Industrial”) in the framework of the program “Proyectos empresariales de empresas innovadoras (Programa NEOTEC)” of the Ministry of Science and Innovation, on 20 December 2019, in case that such reimbursement is requested to the Company pursuant to the non-compliance prior to Closing of the certification criteria under such grant, together with any related penalties, costs, fees and interests derived from such reimbursement.

(the “Specific Indemnities”).

In relation to (i) above, if the Share Capital Increase Deed is not fully registered within the abovementioned term, the Purchaser shall be entitled to acquire the Shareholders’ Loans or the Purchaser shall cause the Company to repay the Shareholders’ Loans.

12.5.

Limitations on the Sellers’ liability

(a).

Limitations in time

The Purchaser shall only be entitled to claim Compensation for a Breach of Warranties:

(i).

in respect of a breach of the Environmental, Labour and Tax Warranties, if the Notice of Claim is sent to the Sellers within a period of [***] after expiry of the applicable statute of limitations (plazo de prescripción legal);

(ii).

in respect of a breach of any of the Sellers’ Warranties set out in Schedule 10 not mentioned under (i) above, if the Notice of Claim is sent to the Sellers before the last to occur (i) [***] from the Closing Date and (ii) 31^st of July 2023.

Compensation for a Breach of the Fundamental Warranties shall not be limited in time.

The limitations provided in this Section 12.5 shall not affect any Claim if a valid Notice of Claim thereof has been given to the Sellers within the applicable time limit, regardless of the fact that the amount of the potential Loss is not precisely known or determined at that time.

(b).

Limitations on the amount of Compensation

(i).

Maximum Compensation

The Sellers’ total liability for all Breaches of Warranties other than the Fundamental Warranties shall not exceed 50% (fifty percent) of the effectively paid Purchase Price at the occurrence of any such Loss and as adjusted in accordance with Section 4 after Closing. In respect of the Fundamental Warranties, the Sellers’ total liability shall not exceed the Purchase Price as adjusted in accordance with Section 4 after Closing.

(ii).

Aggregate threshold

The Purchaser shall not be entitled to any Compensation for a Breach of Warranties other than Fundamental Warranties unless the aggregate amount of Losses resulting from one or more Breaches of Warranties other than Fundamental Warranties that meet the threshold set out under (iii) below exceeds EUR. [***] ([***] euros), it being understood that, subject to the other provisions of this Section 12.5, the entire amount of Losses shall be recoverable from the Sellers if the aggregate amount of Losses resulting from one or more breaches exceeds this aggregate threshold.

(iii).

Individual threshold

The Purchaser shall not be entitled to any Compensation for a Breach of Warranties other than Fundamental Warranties unless the amount of Loss resulting from the breach exceeds EUR [***] ([***] euros), it being understood that, subject to the other provisions of this Section 12.5, the entire amount of Losses shall be recoverable from the Seller if the amount of Loss resulting from the breach exceeds this threshold. Claims arising from substantially identical facts, matters or circumstances, or based on similar legal grounds and occurring in a close factual and chronological context shall be aggregated for the purposes of this Section 12.5(b)(iii).

(c).

Exclusions

The limitations on time and amounts set forth in this clause shall in no event apply in the event of (a) an eviction (“eviction”) of any of the Shares; and (b) the Specific Indemnities.

13.

COMPENSATION BY THE PURCHASER

(a).

The Purchaser shall indemnify and hold the Sellers harmless for any Loss suffered or incurred by the Sellers as a result of (i) any of the Purchaser’s Warranties being untrue, inaccurate or misleading or (ii) a breach of any of the Purchaser’s obligations under this Agreement (a “Purchaser’s Breach”).

(b).

In the event of a Purchaser’s Breach, the Seller shall submit to the Purchaser a claim.

(c).

The Purchaser shall pay the Sellers the amount of compensation agreed in writing by the Parties or, failing such agreement, finally determined by the competent arbitral tribunal in accordance with Section 15.12 hereof, further to an application by a Party.

14.

CONFIDENTIALITY - ANNOUNCEMENTS

(a).

Each Party shall treat as strictly confidential and not disclose to any third party or otherwise make publicly available or use for any purpose other than the Transaction any information (in the broadest sense) relating to the negotiations for the Transaction or the Transaction itself.

(b).

For a period of time of [***] years following the Closing Date, the Sellers shall treat as strictly confidential and not disclose or use any information relating to the Company and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser or its Affiliates.

(c).

Nothing in this Section 14 shall prohibit disclosure or use of any information if and to the extent that:

(i).

such disclosure or use of information is agreed in writing by the Parties;

(ii).

the disclosure or use is required for the purpose of complying with the provisions of this Agreement or any judicial or arbitration proceedings arising out of this Agreement;

(iii).

such disclosure or use of any information is required by applicable Law or stock exchange rules or by any Authority but, in that case, as far as reasonably possible, only after consultation with the other Party as to the timing and content of the disclosure;

(iv).

such information is disclosed to their professional advisers bound by a duty of confidentiality, on a strict need-to-know basis and only to the extent necessary for any lawful purpose;

(v).

such information is disclosed on a strictly confidential basis to (i) the directors, officers, employees or consultants of the receiving Party or its Affiliates (the “Representatives”) who are bound by confidentiality obligations at least as stringent as those set out in this Agreement, on a strict need-to-know basis and only to the extent necessary for any lawful purpose or (ii) in the case of the Purchaser, to a third party for the purposes of securing, arranging or seeking to secure or arrange financing in relation to the Transaction or in relation to the Company’s business activities; or

(vi).

such information has come into the public domain through no fault of the receiving Party.

(d).

The Purchaser and the Sellers shall each cause their respective Representatives to comply with the obligations set out in this Section 14.

(e).

Upon Signing date, the Parties shall issue a joint press release in the form attached hereto as Exhibit 14(e). Further, during the interim period between the execution of this Agreement and the Closing Date, Parties shall engage in good faith conversations towards the drafting of a second joint press release, to be communicated mainly to Spanish nationwide and local media and mainly focused on Seller’s perspective.

15.

MISCELLANEOUS

15.1.

Notices

(a).

Any notices or other communications to be made under or in connection with this Agreement must be in writing and shall be validly notified to a Party if:

(i).

delivered by hand (with a written acknowledgement of receipt) to the relevant person indicated below;

(ii).

sent by email to the email address set out below, confirmed by a notice sent on the [***]or on the [***] by registered mail with acknowledgment of receipt or by courier service using an internationally recognized courier company;

(iii).

sent by registered mail with acknowledgment of receipt or by courier service using an internationally recognized courier company to the relevant address set out below;

or sent to any other such addressee, fax number or address notified by one Party to the other Party from time to time in accordance with, and for the purposes of, this Section.

(b).

For the purposes of this Agreement, the addresses of the Parties are as follows:

(i).

Sellers:

Sabadell Asabys Health Innovation Investments S.C.R., S.A.
Ms. Clara Campàs Moya
[***]
[***]

Galchimia, S.A.
Ms. María do Carme Pampín
[***]
[***]

Darpaufarma, S.L.
[***]Mr. Julio-César Castro-Palomino Laria
[***]

Autiria Biomed, S.L.
[***]
Mr. Ramón Bosser Artal
[***]

Galicia Innova Tech, FICC
[***]
Ms. Yolanda Falcón García
[***]

Jaume Busquets Viñalonga
[***] [***]

(ii).

Purchaser:

Tim Knotnerus
CEO
[***][***]
[***]

(c).

All notices shall be effective upon receipt and shall be deemed received:

(i).

upon delivery, if delivered by hand or by courier;

(ii).

on the date of sending, if delivered by email ([***]), provided that such email is confirmed by a notice sent on the [***]by registered mail with acknowledgment of receipt or by courier service using an internationally recognized courier company;

(iii).

on the [***] in the place to which it is sent following the mailing date, if sent by registered mail.

15.2.

Sellers’ Representative

(a).

Each of the Sellers hereby irrevocably appoints Asabys and Darpaufarma as their joint representatives for the purposes of this Agreement (the “Sellers’ Representatives”) and hereby specifically authorizes and empowers (poder especial) the Sellers’ Representatives to jointly act in their name and behalf for all purposes of this Agreement, including for the purposes of:

(i).

giving and receiving all notices and other documents on its behalf under this Agreement;

(ii).

delivering payment instructions to the Purchaser in connection with the payment of the Purchase Price and of any amount due to the Sellers pursuant to this Agreement;

(iii).

taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Representatives in their sole discretion, in connection with the payment of the costs and expenses incurred in connection with this Agreement;

(iv).

granting any consent, waiver, confirmation or approval on its behalf under or in connection with this Agreement;

(v).

handling, disputing, settling or otherwise dealing with any Claim against the Sellers under this Agreement; and

(vi).

more generally, exercising the rights of the Sellers on their behalf under this Agreement, whether before or after Closing, and taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by the Sellers.

(b).

Any decision made or action taken by the Sellers’ Representatives under this Agreement shall be binding upon the Sellers. Decisions by the Sellers’ Representatives are on a joint basis and the existence of two Sellers’ Representatives and the potential discrepancy between them in taking decisions shall not harm the Purchaser.

(c).

The Parties acknowledge that whenever this Agreement refers to a right exercisable by, or consent to be given by, the Sellers, a Seller shall not be entitled to act or be required to give its consent individually, but this right shall be exercised or this consent shall be given by the Sellers’ Representatives on behalf of the Sellers.

(d).

The Sellers’ Representatives (or any of its successors in this capacity) may at any time notify the Purchaser and the Sellers that it does not wish to continue to act as agent for all or part of the Sellers, provided, however, that the termination of a Sellers’ Representatives’ appointment shall not be effective vis-à-vis the Purchaser unless and until a new Person is designated as Sellers’ Representatives under this Agreement.

(e).

The Sellers’ Representatives shall not be liable to any Seller for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of the Sellers’ Representatives fraud, gross negligence or wilful misconduct. The Sellers’ Representatives may consult with legal counsel, independent public accountants and other experts selected by the Sellers’ Representatives and shall not be liable to any Seller for any action taken or not taken in good faith in accordance with the advice of such counsel, accountants or experts.

(f).

Each Seller shall, in proportion to the portion of the Purchase Price then previously received by such Seller, indemnify and defend the Sellers’ Representatives (and its directors, officers, employees, shareholders, agent and representatives) and hold the Sellers’ Representatives (and its directors, officers, employees, shareholders, agent and representatives) harmless against any Losses incurred without fraud, gross negligence or wilful misconduct by the Sellers’ Representatives and arising out of or in connection with the acceptance, performance or administration of the Sellers’ Representatives’ duties under this Agreement. Any Losses incurred by or reasonably expected to be incurred by the Sellers’ Representatives in connection with the acceptance, performance and administration of its duties as the Sellers’ Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement but excluding any of the foregoing arising out of the Sellers’ Representatives fraud, gross negligence or wilful misconduct) and all fees payable hereunder to the Sellers’ Representative by the Sellers shall be paid as follows: (i) first, by recourse to the Earn-Out Consideration, if not already paid and (ii) if such amounts are insufficient to pay such Sellers’ Representatives’ costs, then by recourse directly to the Sellers (in proportion to the portion of the Purchase Price then previously received by each such Seller.

15.3.

Costs and taxes

(a).

Each Party shall bear its own costs in connection with the preparation, negotiation and signing of this Agreement and the completion of the Transaction.

(b).

All notarial costs arising out of the notarization of this Agreement shall be borne by the Purchaser. All costs, charges and any tax withholding, if any, related to the disposal of the Shares shall be borne by the Sellers.

(c).

Any and all taxes incurred by the Parties in connection with this Agreement and the transactions herein envisaged shall be borne by the Parties in accordance with the law. For the avoidance of any doubt, any cost and/or tax deriving from the conversion of the Convertible Loan (including, for the avoidance of any doubt, the notarisation and registration of the New Shares) or the settlement of the Phantom Stock Options shall be paid by the Company and deducted from the Purchase Price.

(d).

Notwithstanding the foregoing, the Parties agree that the amount of the costs of the Sellers’ legal counsels in connection with the preparation, negotiation and signing of this Agreement (the “Advisors’ Fees”) shall be invoiced to the Purchaser and deducted in the calculation from the Initial Purchase Price.

15.4.

NO IMPLIED WAIVER

No waiver shall be implied under this Agreement unless a document to this effect, signed by the waiving Party, is produced. No failure or delay by a Party to exercise any right or remedy under this Agreement shall be construed as a waiver of the same.

15.5.

Amendment

Except as otherwise provided herein, no amendment to this Agreement shall be effective unless it is in writing and signed by the Parties.

15.6.

Severability

(a).

If at any time one or more provisions of this Agreement is or becomes invalid or unenforceable (in whole or in part), the validity and enforceability of the remaining provisions or part of a provision shall not be affected or impaired in any way to the extent, in view of the substance and purpose of this Agreement, the remainder is not inextricably related to and therefore inseverable from the invalid or unenforceable provision or part thereof.

(b).

In the event of any such invalidity or unenforceability, the Parties shall negotiate in good faith with a view to agreeing on a valid and enforceable replacement provision which, to the extent practicable, reflects the substance and purpose of this Agreement and in its economic and legal effects comes as close as possible to the invalid or unenforceable provision.

15.7.

Entire agreement

This Agreement contains the entire agreement between the Parties relating to the matters covered herein and supersedes all prior agreements and understandings between them, whether oral or in writing, regarding the subject matter hereof (except for the CDA which shall continue to apply with respect to confidential information exchanged thereunder).

15.8.

Exhibits and Schedules

The Schedules and Exhibits to this Agreement form an integral part hereof and any reference to this Agreement shall include its Schedules and Exhibits. In the event of any inconsistency or contradiction between the body of this Agreement and any of its Schedules or Exhibits, the provisions of this Agreement shall prevail.

15.9.

Benefit of this Agreement and assignment

(a).

This Agreement shall be binding on, and inure to the benefit of, the Parties and their respective successors and assigns.

(b).

Neither Party may assign or transfer this Agreement, in whole or in part, or any of its rights or obligations hereunder, without the prior written consent of the other Party, except (i) that the Purchaser may assign or transfer this Agreement or any right, obligation or interest under this Agreement to any Affiliate without the prior written consent of the Sellers or the Purchaser, as applicable, provided, however, that no such assignment shall relieve the from its obligations hereunder, and specifically the Purchaser shall remain severally liable vis-à-vis the Sellers, and (ii) Sellers shall be entitled to assign their outstanding Earn-out Payments, whether actually accrued, pending or in dispute, without having to obtain prior written consent from Purchaser (and Purchaser hereby gives consent to the same to the extent that such consent is needed by law) to third-parties that are financial investors, subject however to the following limitations:

(i).

The Sellers shall remain severally liable vis-a-vis the Purchaser;

(ii).

The assignment refers only to the financial rights inherent to the Earn-out Payments;

(iii).

Each Seller may assign their outstanding Earn-out Payments to one single third party unless the assignees are one or more of the other Sellers;

(iv).

Any such assignment of economical rights shall not create any new Tax nor increase any existing taxation on the Purchaser;

(v).

The assignee is not included in, or domiciled in a country included in, the list of sanctioned countries issued by the relevant department of the government of the United States of America and the European Union;

(vi).

The assignee is not engaged, directly or indirectly, in the development of activities that are in competition with Purchaser’s activities.

15.10.

Further assurances

In connection with this Agreement and the Transaction, each Party shall execute all additional documents and perform any additional acts the other Party may reasonably request in order to carry out the intent and accomplish the purpose of this Agreement and complete the Transaction.

15.11.

Governing law

This Agreement shall be governed by and construed in accordance with the Laws of Spain.

15.12.

Disputes

(a).

Any dispute arising from this Agreement or which relates to it, including any question relating to its existence, validity, interpretation, performance or termination, shall be subject to the decision of three arbitrators, with the administration of the arbitration to be referred to the Madrid International Arbitration Center (MIAC), in accordance with its Bylaws and Rules in force at the date when the request for arbitration is filed. The arbitration shall be in law. The language of the arbitration shall be English. The place of the arbitration shall be Madrid.

(b).

Before initiating the arbitration proceedings provided in this Section, Parties shall attempt to resolve their dispute in an amicable manner. If within [***] following the date of notification of the request for settlement by the most interested Party, the Parties do not reach a settlement, they may initiate the arbitration proceedings.

(c).

Notwithstanding the foregoing, nothing in this Section shall preclude the Parties from applying for injunctive relief in summary proceedings before any competent court.

[Signature page follows]

Executed in Barcelona on the 26 of October 2021 in one (1) original counterparts, each Party acknowledging receipt of one.

The Sellers

Sabadell Asabys Health Innovation Investments S.C.R., S.A.		Galchimia, S.A.

/s/ Clara Campàs Moya		/s/ María do Carme Pampín
Asabys Partners SEGIC, S.A.U.,		Ms. María do Carme Pampín
represented by Ms. Clara Campàs Moya		Joint and several managing director
Joint and several managing director

Darpaufarma, S.L.		Autiria Biomed, S.L.

/s/ Julio-César Castro-Palomino Laria		/s/ Ramón Bosser Artal
Mr. Julio-César Castro-Palomino Laria		Mr. Ramón Bosser Artal
Joint and several director		Sole director

Galicia Innova Tech, FICC

/s/ Rubén Aguión Seoane		/s/ Jaume Busquets Viñallonga
Xesgalicia SGEIC, S.A.U., represented by		Mr. Jaume Busquets Viñallonga
Mr. Rubén Aguión Seoane
Attorney

The Purchaser

AgomAb Therapeutics NV

/s/ Tim Knotnerus
Mr. Tim Knotnerus
CEO and Special proxy holder

SCHEDULE 2.1B

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SCHEDULE 4.1
Definitions of Closing Net Cash/Debt and Closing Working Capital

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SCHEDULE 4.1.BIS
Estimated Net Cash/Debt

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SCHEDULE 7.5
ASABYS SIDE LETTER

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SCHEDULE 10
Sellers’ Warranties

The Sellers hereby represent and warrant in respect of the Company:

THE SELLERS AND THE SELLERS’ SHARES

1.1.

Title to the Sellers’ Shares

(a).          On the date of this Agreement, each Seller is the owner of the entirety of the Existing Shares as specified in Schedule W.1.1(a), free of any Encumbrance.

(b).          The Sellers are the exclusive and legal owners of the Convertible Loan and the rights arising thereunder, as specified in Schedule W.1.1(b). At the Closing Date, when the Convertible Loan will be converted, each Seller will be the owner of the New Shares, free of any Encumbrance.

1.2.

Capacity to transfer the Sellers’ Shares

(a).          Each Seller has full authority and legal capacity to transfer its Shares to the Purchaser without needing to obtain the consent or approval of any Person.

(b).          None of the Sellers is insolvent, or subject to any bankruptcy, insolvency or reorganization proceedings under any applicable Laws or equivalent proceedings and no events have occurred which, under applicable Laws, could justify such proceedings. No order has been made, petition presented or meeting convened for the winding up of any of the Sellers or for the appointment of any provisional liquidator or other process whereby the business is terminated and the assets of the company concerned are distributed among the creditors and/or shareholders of the company.

1.3.

Authorization, Power and Authority

Each of the Sellers has, respectively, full power and authority to enter into and perform the obligations under this Agreement and the Transaction Documents, and the provisions of this Agreement and the Transaction Documents, when executed, will constitute valid and binding obligations on each of the Sellers, enforceable against each of them in accordance with their terms.

1.4.

No Breach

The execution and performance by each of the Sellers of its obligations under the Transaction Documents will neither:

i.              result in a violation of any law or regulation applicable to the relevant Seller;

ii.             result in a breach of any provision of the articles of association of the Company or any of its other organizational documents; nor

iii.            result in a breach of any contract or obligation to which the relevant Seller(s) is a party or by which the relevant Seller(s) is bound,

except for any such matters that would not have any adverse effect on the ability of each of the Sellers to perform its obligations under the Transaction Documents.

  THE COMPANY AND ITS SHARES

2.1.

Shares of the Company

(a).          All of the Shares of the Company are validly issued and have been fully paid up. Schedule W.2.1(a) reflects the full number of outstanding shares, stock or phantom options, convertible bonds and other securities issued by the Company and the Company has not issued any other securities.

(b).          Except the holders of the convertible bonds included in Schedule W.2.1(a), no person has the right (whether exercisable now or in the future, and whether contingent or not) to call for the allotment, conversion, issue, registration, sale, transfer or repayment of any share capital or any other security under any option, agreement or other arrangement.

2.2.

Incorporation, Existence and Insolvency

(a).          The Company is a company duly incorporated, validly existing and in good standing under the Laws of Spain.

(b).          The Company has full power and capacity to carry on its activities. All Permits necessary for the Company to carry on its business, including all Environmental Permits, have been obtained, are in full force and effect, are not subject to any conditions, have been complied with and are not likely to be suspended, revoked, amended or not renewed (including as a result of the Transaction). To the Sellers’ Knowledge, there is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation of any Permit.

(c).          The Company is not insolvent, unable to pay its debts as they fall due, or subject to any bankruptcy, insolvency or reorganization proceedings under any applicable Laws or equivalent proceedings and, to the Sellers’ Knowledge, no events have occurred which, under applicable Laws, could justify such proceedings. The Company has not taken any step with a view to a suspension of payments or a moratorium of indebtedness and has not made any voluntary arrangement with any of its creditors. No order has been made, petition presented or meeting convened for the winding up of the Company or for the appointment of any provisional liquidator or other process whereby the business is terminated and the assets of the Company are distributed among the creditors and/or shareholders of the Company and no events have occurred which, under applicable Laws, could justify such proceedings.

2.3.

Effect of the Sale of the Shares

Neither entering into, nor compliance with, or completion of the Transaction will or is likely to:

i.             cause the Company to lose the benefit of any right or privilege it currently enjoys;

ii.            cause, to the Seller’s Knowledge, any person who normally does business with or gives credit to the Company not to continue doing so on the same basis; or

iii.           result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement to which the Company is a party.

2.4.

Books and Records

(a).          The articles of association, books and other corporate records of the Company are complete, up-to-date and have been properly maintained in accordance with all applicable Laws, Spanish GAAP and the relevant Tax practices on a proper and consistent basis and comprise complete and accurate records of all information and transactions required to be recorded therein. To the Seller’s Knowledge, all legally required formalities, filings, registration of documents and legal publications have been duly and timely made. The Company is not in default under any provisions of its articles of association.

(b).          The books of the meetings of the corporate bodies of the Company have been kept pursuant to applicable Laws and accurately reflect, without any omissions of a material agenda item, report, deliberation or action, the proceedings at such meetings and the resolutions passed from time to time. None of these company resolutions have been challenged or threatened to be challenged, nor differ from ordinary course of the Company’s ordinary course of business.

(c).          There are no transactions carried out by the Company and not recorded in the relevant corporate books and records which should have been approved by a resolution of the applicable corporate body and then recorded.

(d).          The reports of the corporate bodies regarding the financial statements which have been approved from time to time accurately reflect the events relating to the activities of the Company.

2.5.

Accounts

(a).          The Annual Accounts and the Interim Accounts have been properly prepared in accordance with Spanish GAAP and applicable Laws, on a consistent basis with the three preceding financial years.

(b).          The Annual Accounts and the Interim Accounts present a true and fair view of the assets, liabilities and financial condition (including the balance sheet and profit and loss statement) of the Company as at the Annual Accounts Date and the Interim Accounts Date respectively. They are consistent with the books and records of the Company.

(c).          Since the Annual Accounts Date, the Company has not received or otherwise obtained knowledge of any complaint or allegation regarding the accounting or auditing practices, policies or procedures of the Company or its respective internal accounting controls.

(d).          The Company does not have any liabilities or obligations (whether accrued, contingent, absolute or otherwise, and whether or not required to be disclosed) including, without limitation, any off-balance sheet liabilities or securitization transactions, except: (i) to the extent specifically reflected or adequately reserved against on the balance sheet included in the Annual Accounts or the Interim Accounts, or (ii) ordinary course liabilities or obligations which arose since the Interim Accounts Date (none of which are a liability resulting from breach of contract, breach of warranty, tort, infringement or misappropriation) and that are not material to the Company.

2.6.

Proxies, Delegation of Powers and Signatures

Except as listed in Schedule W.2.6, there are no proxies, powers of attorney, delegations of power or signature in force granted by the Persons who are able to represent the Company or sign in its name.

ASSETS

3.1.

Ownership / Absence of Encumbrance

(a).          The Company is the valid owner of or has valid title to all its Assets, free from any Encumbrance. The assets acquired or disposed of by the Company since the Annual Accounts Date have been so acquired or disposed of in the ordinary course of trading.

(b).          The Assets of the Company are used in the normal course of its business and are not subject to any procedure or action which could affect their continued use. The movable properties (including materials, vehicles, equipment and stock) and the real estate property rented or used by the Company are in a normal state of use, maintenance and repair. To the Sellers’ Knowledge, they comply with the statutory, regulatory or contractual requirements or standards applicable to them, taking into account their use by the Company. All Permits necessary to use said Assets have been validly obtained and are in force.

3.2.

Real Estate Property

(a).          The Company does not own any real estate property.

(b).          Schedule W.3.2(a) contains a list of all contracts relating to real estate property rented or used (but not owned) by the Company. These properties comprise all the lands and buildings which are used by the Company to conduct its business in the scope and manner in which it is conducted. In relation to such properties, the Company has a valid right of tenure in accordance with applicable Laws and it has not received any termination notice. The Transaction does not constitute a termination event or an event of default under the leases.

(c).          The Company has complied with all the terms and conditions of the leases. The Company has neither sub-let or granted any right of occupation over all or part of the premises of which it is the tenant.

(d).          No significant works exceeding general office fittings have been carried out on the leased premises at the cost of the Company without the necessary consents or approvals, and any such works will not have to be dismantled upon expiry of the leases.

(e).          The Company has paid all due rents and do not owe any amount as of the date hereof.

(f).          The Lease Agreements do not contain any change of control provision which has not been waived.

(g).          The Lease agreement entered into between the Company and Galchimia dated on 2 January 2020, as amended on 1 July 2020, has amended and been replaced by a new agreement entered into on the date hereof.

(h).          The Company holds the compulsory permits and public authorisations or consents required to allow the peaceful occupation of the premises, and to carry out its activities in these premises (urban construction, works, first occupation, activity, opening and environmental licences, or the equivalent to those, as the case may be).

3.3.

IT and Communications

(a).          Without prejudice to Clause 3.1(b) above, IT and telecommunications systems and equipment are fully functional, in good working order, adapted and satisfactory to meet business requirements of the Company.

(b).          In the past three years, there have been no security breaches affecting any IT or telecommunications systems or any unauthorized use, access or disclosure of data.

(c).          The Company has security measures in place to protect IT and telecommunications systems and equipment that are in accordance with current best industry practice.

3.4.

Intellectual Property Rights

(a).          Schedule W.3.4(a) contains a complete and accurate list of the Intellectual Property Rights owned or co-owned by the Company, including identification of any co-owners of such Intellectual Property Rights and a list of all Intellectual Property Rights owned by a third party that the Company is using pursuant to a license agreement. All Know-how known to the Company, its Employees or under the Seller’s Knowledge, relating to the further prosecution, practicing or exploitation of the Intellectual Property Rights are included in such Schedule.

(b).          The Intellectual Property Rights that are used to carry on the business activities of the Company are either owned or co-owned by the Company and/or used by the Company pursuant to valid and enforceable license agreements. The Company’s ability to continue to use such Intellectual Property Rights will not be adversely affected by the Transaction.

(c).          No license or other right has been granted by the Company to any third party to use any of the Intellectual Property Rights owned or used by the Company, save for such license or grant of rights that is restricted to academic research use only.

(d).          No third party, including parties who co-own any Intellectual Property Rights together with the Company, is able to commercially exploit, directly or indirectly the Intellectual Property Rights owned by, co-owned by, or licensed to the Company.

(e).          All Intellectual Property Rights which are owned or co-owned by the Company or which are licensed to the Company are, or in the case of pending applications, will be valid and enforceable. All fees which are due and steps which are required for the filing, maintenance and protection of these Intellectual Property Rights have been paid and taken and there are no such fees or deadlines due within [***] of the date of this Agreement.

(f).          To the Sellers’ Knowledge, there are no grounds on which any third party could reasonably claim that any of the registered Intellectual Property Rights owned or co-owned by the Company should be revoked, invalidated or rendered unenforceable.

(g).          Except as Disclosed, the Sellers are not aware, and the Company has not been notified, of any reason why any applications filed by the Company for registered Intellectual Property Rights should not proceed to grant in their current form.

(h).          No compulsory licenses or licenses of right have been granted in relation to the registered Intellectual Property Rights owned or co-owned by the Company.

(i).          All Intellectual Property Rights owned or co-owned by the Company are free from any Encumbrance.

(j).           To the Sellers’ Knowledge, there has been and is no misuse of the Know-How owned or co-owned by (or licensed to) the Company, and the Company and the Sellers have not made any disclosure of any knowledge which qualified as Know-How (i.e. information and/or knowledge of any nature which was not in the public domain) to any Person other than the Purchaser, except in the ordinary course of business and subject to written confidentiality obligations. To the Sellers’ Knowledge, where the Know-How has been disclosed to a third party subject to written confidentiality obligations, those obligations have not been breached by the relevant other party.

(k).          The operation of the Company’s business, both now and at any time, to the Seller’s Knowledge, does not and did not infringe any rights or interests of third parties in Intellectual Property Rights, nor does it or did it violate the terms of any collaboration agreement, development agreement, co-ownership agreement, license agreement or other agreement relating to Intellectual Property Rights to which the Company is a party. Nor would such violation or infringement occur if and once the Company completes the development of, and launches into the market, any of the products that are currently in its pipeline, including but not limited to ORG129 and ORG447.

(l).           Except as detailed in Schedule W3.4(l), the Company has never received any written notice or claim that it would infringe the Intellectual Property Rights of any third party. To the Seller’s Knowledge, the Intellectual Property Rights owned or co-owned by the Company are and were not infringed or misappropriated by any third party, including the Company’s co-owners.

(m).          Each Person who has or has had any rights in or to any of the Company’s Intellectual Property Rights has assigned and has executed an agreement assigning its entire right, title and interest in and to such Intellectual Property Rights to the Company.

(n).          The Company is not engaged in any outstanding proceedings and has not received any written notice or claims, and, to the Seller’s Knowledge, there are no circumstances that are likely to give rise to any claim, by any current or former officer, employee, contractor or consultant employed or engaged by the Company:

i.              that any Intellectual Property Rights developed for the Company during the course of his/her employment or engagement is not owned or co-owned by the Company;

ii.             in relation to disputes regarding the identification of individuals as inventors; or

iii.            for compensation or other payments such as royalties in relation to any Intellectual Property Rights that he/she has developed, created or invented other than in accordance with the Company’s remuneration policy.

(o).          In respect of each license of Intellectual Property Rights:

i.              it is in full force and effect and no termination notice has been given or received by the Company;

ii.             no circumstances exist or have existed which would entitle a party to terminate or vary it;

iii.            neither entering into, nor compliance with, or completion of the Transaction will entitle a party to terminate it, vary it, or make a claim under it, or result in any other material adverse consequences for the Company (including the loss of any right or benefit) under it; and

iv.            the obligations of the parties thereto have been fully complied with in all material respects and no disputes that would entitle a party to terminate it have arisen or are foreseeable.

(p).          There are no royalties or other amounts based on sales of Origo Products, which royalties or other amounts will be required to be paid to a third party as a result of the development or commercialization of the Origo Products that arise out of any agreement to which the Company is a party.

3.5.

Shareholding

The Company does not hold shares in any other company, partnership or other entity or business, whether in Spain or abroad. The Company is not a member of any joint venture or other entity.

3.6.

Loans

No loans and advances have been granted by the Company to any third party (including the Sellers) other than standard advances or deposits with suppliers and/or employees in the ordinary course of business.

LIABILITIES

4.1.

Subsidies

(a).          The Company has not received any subsidy, support or financial assistance except as listed in Schedule W.4.1.

(b).          Notwithstanding the foregoing, the Company has been awarded with an ENISA financing instrument which execution is subject to the Company’s acceptance. The Sellers and the Company hereby represent that, subject to the consummation of the Transaction, they will not accept and, therefore, will not execute, the ENISA financing agreement.

(c).          Except for the ENISA financing referred to above, the Company has not applied for any additional grants whose awarding resolutions are still pending.

(d).          The Company has complied with all material conditions attached to these subsidies and there is no reason (including the Closing of the Transaction): (i) for the subsidies to be revoked in whole or in part nor (ii) for any sanctioning proceedings to be started by any Public Authority with regards to these subsidies.

4.2.

Debts owed to third parties

(a).          All material debts have been properly paid on the relevant due date or at such later date within the limits of the ordinary course of business so that the Company is not liable for any interest for late payment, penalty or indemnity.

(b).          The Company has duly made all filings to the relevant Authorities and all debts owed to such Authorities have been paid on their due date.

(c).          The Sellers do not hold a shareholders current account with the Company.

(d).          All financial arrangements entered into by the Company and currently in force (including loan agreements, leasing agreements, overdrafts and other banking facilities granted to the Company) for a principal amount exceeding EUR 10,000 as well as any guarantee, letter of comfort, warranty or indemnity undertaking (other than in commercial contracts) or other off-balance sheet undertaking exceeding an amount of EUR 10,000 are set out in Schedule W.4.2(d).

4.3.

Related parties

The Sellers, their respective Affiliates and any related parties do not have and will not have any claim or contractual right against the Company resulting from their relationship with the Company.

CONTRACTS

5.1.

Material Contracts

(a).          Schedule W.5.1(a) contains a complete and accurate list of the following contracts under which the Company has any continuing rights or obligations:

i.              any agreement (excluding purchase orders) for the purchase of materials, supplies, goods, services, equipment or other assets providing for payments by the Company of EUR 10,000 or more;

ii.             any loan, credit agreement, facility or financial lease relating to the borrowing of money by, or loan of money by the Company;

iii.            any contract containing non-compete, exclusivity or any other restrictions on the rights of the Company to freely conduct its business;

iv.           any other agreements (including research collaboration or license agreements) involving expenditures by the Company of EUR 10,000 or more;

v.            any agreement involving the payment or receipt by the Company of milestone payments or royalties;

vi.           any agreement involving research, development, modification or enhancement of Intellectual Property Rights;

vii.          any agreement pursuant to which the Company (a) obtains the right to use, or a covenant not to be sued under, any Intellectual Property Rights or (b) grants the right to use, or a covenant not to sue under, any Intellectual Property Rights; and

viii.         any settlement agreement pursuant to which the Company is obligated to (a) pay an amount of EUR 5.000 or more after the date of this Agreement, (b) provide any injunctive relief, (c) take any action or refrain from taking any action after the date of this Agreement that restricts the activity of the Company.

All such agreements are jointly referred to as the “Material Contracts”.

(b).          All Material Contracts are in full force and effect and are valid and fully enforceable in accordance with their terms.

(c).          No Material Contract has been executed other than on arm’s length terms.

(d).          None of the Material Contracts entitles a counterparty to terminate or modify the relevant Material Contract upon the Closing of the Transaction.

(e).          The Company has performed all material obligations required to be performed by it to date under the Material Contracts, and the Company is not aware of any (with or without the lapse of time or the giving of notice, or both) breach or default thereunder and has not received notice that it is in breach or default under any Material Contract. To the Sellers’ Knowledge, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder.

(f).          The Company has not received any notice of the intention of any party to terminate any Material Contract.

(g).          All obligations for payment of monies by the Company in connection with any Material Contract have been satisfied in a timely manner.

(h).          To the Seller’s Knowledge, no event has occurred or circumstances exist under any Material Contract that would cause the creation of any Encumbrance affecting any assets owned or used by the Company.

5.2.

Related Party Agreements

(a).          There are no contracts entered into by the Company with any of its directors, officers, managers (other than the employment agreement or management services agreement of such manager) or Sellers (including their respective Affiliates, families and relatives) or with any company in which any such Person holds any interest, except as listed in Schedule W.5.2(a).

(b).          None of the Company’s directors, officers, managers or the Sellers:

i.              has a direct or indirect interest in the business of a competitor, supplier or client of the Company, except as listed in Schedule W.5.2(b);

ii.             holds a right or asset necessary for the Company to carry on its business activity, including any rights to the Company’s name, Intellectual Property Rights etc.;

iii.            is a debtor or creditor of the Company; or

iv.           has bought from or sold to the Company a right or asset with a value exceeding EUR 10,000.

INSURANCE

Schedule W.6 contains true, correct and complete list of each insurance policy maintained by the Company. Except as specified on Schedule W.6, such insurance policies are, and since 1 January 2019 have been, and remain today in full force and effect and shall be maintained by the Company in full force and effect in all respects as they apply to any matter, action or event relating to the Company occurring through the Closing Date. There have been no lapses in the insurance coverage of the Company since 1 January 2019. All premiums payable under all such policies have been timely paid and the Company has otherwise complied with the terms and conditions of all such policies and bonds in all respects. The Company has notified its insurance carrier(s) in compliance with the reporting and notification requirements of the applicable insurance policies of any and all claims made against the Company. To the Seller’s Knowledge, there is no claim by the Company pending under any such policy as to which coverage has been disputed or denied by the underwriters of such policies or in respect of which the underwriters have reserved their rights.

EMPLOYEES AND EMPLOYEE BENEFITS

7.1.

Employees

(a).          Schedule W.7.1(a) contains a complete and accurate list of the Employees of the Company, indicating the nature of their contract (indefinite duration, fixed-term, full-time, part-time, etc.), status, hiring date, place of work, position, annual base salary, amount of variable salary for each of the past three calendar years, and annual amount of benefits in kind. Each of the Employees is, and was hired in the past, in accordance with the Law, the corresponding seniority has been recognized and is, and has been, professionally classified according to the functions effectively performed, and in accordance with the applicable legislation and the Collective Bargaining Agreement of application. All Employees are duly registered in the corresponding social security system.

(b).          There are no other employees than the Employees listed in Schedule W.7.1(a). In addition, there is no other person who provides services or has provided services for the Company who can claim the existence of a labor or an economically dependent self-employed worker relationship with the Company as a result of the provision of such services.

(c).          No Employee is in the process of being terminated or has formally indicated to the Company an indication to terminate his/her contract. The Company has not implemented any redundancy or collective dismissal procedures over the last three years.

(d).          The Company complies with the applicable legislation regarding subcontracting and contracting of services to third parties and independent professionals, having all the required certificates of compliance with labor and social security obligations of their respective contractors. None of the Company’s subcontractors, independent consultant or temporary workers has any right or claim against the Company that they must be categorized as actual employees of the Company.

(e).         There has been no illegal assignment of employees.

(f).          The Company has duly and timely complied with all of its material obligations relating to labor and social security Laws.

(g).          The Company is not involved in any dispute with, or in any investigation regarding, any Employee or social security or labor administration, and there are no facts known which could give rise to any such dispute.

(h).          Except for its legal obligations or usual salary increases consistent with its past practice over the past two years, the Company has not:

i.              made any proposal or undertaken any obligation to increase the remuneration or benefits (including retirement, sickness, disability or insurance) of its Employees, officers or directors or to provide specific termination terms;

ii.            incurred any liability arising from breach of an employment, agency or management services agreement;

iii.            adopted or proposed to introduce in respect of any Employees any employee benefit plan/incentive scheme or arrangement (including, without limitation, any share option arrangements, commission, profit sharing or bonus scheme), except for the scheme described in Schedule W.7.1(h).

(i).          There has been no industrial dispute or strike over the last two years.

(j).          The Company has not incurred, and, to the Seller’s Knowledge, there are no circumstances likely to give rise to, any liability in connection with occupational accidents or sickness and the Company has complied in all material respects with health and safety regulations.

(k).         No employment agreement entered into by the Company contains any exceptional clauses such as contractual termination payments, golden parachutes or exceptional advantages.

(l).          Neither the execution of this Agreement nor the implementation of the Transaction will entitle any Employee to severance pay, unemployment compensation or any other payment (including any incentive payment or bonus) by the Company or any Seller, except for the scheme described in Schedule W.7.1(h).

(m).         To the Seller’s Knowledge, the Company complies with all its remote work obligations established under Law 10/2021, of July 9, on remote work.

(n).         To the Seller’s Knowledge, the Company is compliant with its obligations regarding the prevention of occupational hazards. Currently there are no Employees who are on sick leave as a result of a work accident or occupational disease.

(o).         The Collective Bargaining Agreement applicable to the Company is the “XX General Collective Bargaining Agreement for the Chemical Industry”. The Company does not apply any other collective bargaining agreement. The Company complies and has been complying in the past, with all the provisions of the Collective Bargaining Agreement.

7.2.

Retirement Benefits

(a).          There are no pension schemes which Employees are registered with or pension benefits which the Employees are entitled to.

(b).          The Company has no liabilities (including liability for unpaid benefits, contributions or insurance premiums) in respect of any pension scheme for any current or former Employee.

LITIGATION; COMPLIANCE WITH LAWS

8.1.

Litigation

(a).          The Company is not a party to any litigation, proceedings, action, arbitration, written threat of litigation or settlement of any nature whatsoever and, except as listed in Schedule W3.4(l), there is, to the Seller’s Knowledge, no fact or event which is likely to give rise to any such litigation, proceedings, action, arbitration, or settlement against the Company.

(b).          Neither the Company nor any of the properties, assets or operations which it owns or operates is subject to any continuing injunction, judgement, decree or order of any court, arbitrator, Authority or regulatory body.

(c).          To the Seller’s Knowledge, the Company is not the subject of any investigation, enquiry, inspection, audit, control or other procedure by any Authority or administration (in particular the tax, customs, competition, fraud, health and social security Authorities) regarding its operations and activities, and there are no circumstances which would give rise to such investigation or inquiry.

8.2.

Compliance with Laws

(a).          The Company has at all times conducted its business in accordance with applicable Laws, regulations and practices in all material respects, with the exception of breaches which are minor and non-repetitive both as to their nature and consequences.

(b).          The Company has not received any notice or other communication (official or otherwise) during the past three years from any court, tribunal, arbitrator, Authority or regulatory body with respect to an actual or potential violation and/or failure to comply with such applicable Laws or regulations, or requiring it to take or omit to take any action likely to give rise to a Loss exceeding EUR 10,000.

8.3.

Data Protection

(a).          The Company has complied in the past three years in all material respects with all applicable requirements of the Data Protection Legislation (which includes the GDPR and the LOPDGDD). In particular, the Company complies with the guiding principles of the GDPR in all the processing activities it carries out and has implemented: (i) a record of processing activities in which the processing of personal data carried out and the lawful basis for such processing are reflected; (ii) impact assessments for the processing of special categories of personal data; (iii) privacy notices informing data subjects about the processing carried out by the Company; (iv) data processing agreements entered into with third parties who have access to personal data under the Company’s responsibility; and (v) all the recommended protocols demonstrating compliance with the guiding principles of data protection regulations.

(b).          In the past three years, no data protection Authority or public administration has alleged that the Company has failed to comply with the Data Protection Legislation and/or the consumers and e-commerce legislation or threatened to conduct an investigation into or take enforcement action against the Company.

(c).          The Company has not been involved in a dispute with, or received a written claim from, any individual with respect to any infringement or alleged infringement of the Data Protection Legislation or any internal rules, policies and procedures regarding data protection.

(d).          The Company does not carry out international data transfers outside the European Economic Area.

(e).          To the Seller’s Knowledge, the Company has not suffered any personal data breach in the past three years.

(f).          The Company complies with the Data Protection Legislation when conducting clinical trials when acting as data controller and/or data processor.

8.4.

Anti-Corruption Laws

(a).          The Company has not at any time engaged in any activity, practice or conduct which would constitute an offence under the applicable anti-corruption, anti-bribery or import-export Laws.

(b).          To the Sellers’ Knowledge, no Associated Person of the Company has bribed another person intending to obtain or retain business or an advantage in the conduct of business for the Company.

(c).          Neither the Company nor, to the Seller’s Knowledge, any of its Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the applicable anti-corruption, anti-bribery or import-export Laws, and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

For the purposes of this Clause 8.4, “Associated Person” means, in relation to a company, a person (including an employee or agent) who performs or has performed services for or on behalf of that company.

8.5.

Healthcare Compliance

(a).          To the Seller’s Knowledge, neither the Company nor any third party acting on its behalf has violated any applicable Laws or national or international pharmaceutical industry codes applicable to the Company concerning interactions with healthcare professionals, healthcare organizations, payors, patient organizations, policy makers, patients and regulatory agencies.

(b).          All Clinical Trials with Origo Products have been and are being conducted by the Company according to applicable Laws in all material respects, together with appropriate monitoring of clinical investigator trial sites for their compliance.

(c).          Each Origo Product has been and is being developed, tested, manufactured, labeled and stored in accordance with all applicable Laws in all material respects, including those relating to investigational use, good manufacturing practice, good clinical practice, good laboratory practice, recordkeeping, filing, reports, security and pharmacovigilance.

(d).          The studies, tests, preclinical development and Clinical Trials, if any, conducted or being conducted by or on behalf of the Company have been or are being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company. The descriptions of, protocols for, and data and other results of, the studies, tests, preclinical development and Clinical Trials conducted by or on behalf of the Company that have been furnished or made available to the Purchaser are accurate and complete. The Company is not aware of any studies, tests, preclinical development or Clinical Trials the results of which reasonably call into question the results of the studies, tests, preclinical development and Clinical Trials conducted or being conducted by or on behalf of the Company, and the Company has not received any notices or correspondence from the FDA or any other Authority or any institutional review board or comparable authority or data monitoring committee requiring the termination, suspension or material modification of any studies, tests, preclinical development or Clinical Trials conducted or being conducted by or on behalf of the Company.

(e).          All regulatory filings and all material communications between representatives of the Company and any regulatory agency or other Authority have been disclosed in the Data Room.

(f).          All clinical data from Clinical Trials (including adverse events) regarding the Origo Products have been made available in the Data Room in an accurate and complete manner.

(g).          The Company does not directly conduct any activity that requires an administrative authorization, specifically, within the Healthcare and Biotechnological sectors: (i) manufacture of active ingredients, (ii) manufacture and/or distribution of medicines or healthcare products, nor (iii) preclinical investigation or clinical trials. To the Seller’s knowledge, all third parties with which the Company collaborates through outsourcing within the Healthcare and Biotechnological sectors, hold the pertinent authorizations to carry out the outsourced activity. Before entering into any outsourcing contract, the Company applies reasonable inquiry to verify this matter.

(h).          The Company complies with all its obligations as promoter on the clinical trial to evaluate the safety and tolerability of ORG-129 in accordance with the medical products legislation.

(i).           To the Sellers’ Knowledge, neither the Company nor any of its Employees or Directors is the subject of any pending or threatened investigation by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the “FDA Application Integrity Policy”) and any amendments thereto, or by any other similar Authority pursuant to any similar policy. To the Sellers’ Knowledge, neither the Company nor any of its Employees or Directors and agents has committed any act, made any statement or failed to make any statement that would reasonably be expected to provide a basis for the FDA to invoke the FDA Application Integrity Policy or for any similar Governmental Entity to invoke a similar policy. Neither the Company nor, to the Seller’s Knowledge, any of its Employees or Directors or agents has made any materially false statements on, or material omissions from, any notifications, applications, approvals, reports and other submissions to FDA or any similar Authority.

(j).           Neither the Company and, to the Sellers’ Knowledge, nor any of its Employees or Directors or agents have ever been, are currently, or are the subject of a proceeding that could lead to it or such Employees or Directors or agents becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual.

For the purposes of this Clause 8.5(i):

“Convicted Individual” or “Convicted Entity” means an individual or entity, as applicable, who has been convicted of a criminal offense that falls within the ambit of 21 U.S.C. §335a(a) or 42 U.S.C. § 1320a - 7(a), but has not yet been excluded, debarred, syspended or otherwise declared ineligible.

“Debarred Entity” means a corporation, partnership or association that has been debarred by the FDA pursuant to 21 U.S.C. §335a(a) or (b) from submitting or assisting in the submission of any abbreviated drug application, or a subsidiary or affiliate of a Debarred Entity;

“Debarred Individual” means an individual who has been debarred by the FDA pursuant to the FDA pursuant to 21 U.S.C. §335a(a) or (b) from providing services in any capacity to a person that has an approved or pending drug or biological product application.

“Excluded Individual” or “Excluded Entity” means: (i) an individual or entity, as applicable, who has been excluded, debarred, suspended or is otherwise ineligible to participate in federal health care programs such as Medicare or Medicaid by the Office of the Inspector General (OIG/HHS) of the U.S. Department of Health and Human Services, or (ii) an individual or entity, as applicable, who has been excluded, debarred, suspended or is otherwise ineligible to participate in federal procurement and non-procurement programs, including those produced by the U.S. General Services Administration (GSA).

8.6.

Environmental Matters

(a).          The conduct of the business by the Company is in compliance in all material respects with all applicable Environmental Laws.

(b).          The Company is not subject to environmental costs and/or liabilities, and, to the Seller’s Knowledge, no facts or circumstances exist which could give rise to environmental costs and/or liabilities relating to soil, water or air pollution, handling of Hazardous Substances, (illegal) waste dumping, (illegal) waste water discharging or (illegal) waste transportation

TAXES

(a).          All the Tax Returns were properly filed within the deadline provided by the applicable Tax Laws and all Taxes, fees and similar charges, due on the basis of such Tax Returns, have been paid in full or have been fully reserved for in the Annual Accounts. Such Tax Returns are true, complete and accurate in all material respects.

(b).          All the Tax calculations were properly performed in accordance with the applicable Tax Laws.

(c).          The Company has duly and timely paid in full all Taxes for which it has become liable and is under no obligation to pay any penalty or interest in connection with any claim for Taxes.

(d).          All losses (including any tax credit mechanisms) available to the Company can be carried forward and offset against the profits of the Company in subsequent financial years in accordance with applicable Law. The operations contemplated in this Agreement will not prevent the Company from fully using these Tax losses and Tax credits.

(e).          The Company is not and has never been the subject of any Tax audit, information request or investigation in relating to Taxes and the Company is not aware of any such audit, information request or investigation in relation to Taxes or any enquiry instigated by a Tax Authority which may give rise to the payment of a Tax or a reassessment of any Tax basis in respect of the last three financial years. The Company has not received any notice of reassessment nor has it otherwise been informed by any Authority of its intention to carry out any reassessment.

(f).          The Company has not executed or entered into any written agreement with or obtained or applied for any written consents or written clearances or any other Tax rulings from any Tax Authority. No extensions or waivers of statutes of limitation have been given or requested with respect to any Taxes payable by the Company and no extensions or waivers of statutes of limitation have been given or requested for the filing of any Tax returns or other documents with respect to any Taxes relating to the Company. No Authority has operated or agreed to operate any special arrangement (being an arrangement which is not based on relevant legislation or published practice) in relation to the affairs of the Company.

(g).         The Company is not involved in any dispute, litigation or proceedings involving any Tax Authority regarding the assessment or the collection of Taxes.

(h).          All Tax records, documentation (including all transfer pricing documentation and data) and information which could be requested by Tax Authorities in accordance with Tax Laws and Tax practices have been duly established, are available, accessible and exploitable to or by the Company and maintained, in their proper form, for at least since 1 January 2018. The documentation necessary to justify the expenses of the Company is within the Company’s possession or control and is accurate and complete.

(i).          The Company has not entered into any agreement or transaction which may be reassessed, rejected or requalified on the grounds that the Company has attempted to evade, circumvent or reduce its Tax obligations or those of another Person. The Company has never been party to a transfer, sale, exchange, contribution or assignment of any kind for which it has not paid registration duties, contribution or conversion fees, stamp duty, real estate registration taxes or any other charge which it is or has been legally or contractually liable to pay. The Company is not jointly and severally liable for any Tax liability of any third party.

(j).           The Company is not a party to or bound by any Tax sharing, allocation or indemnity agreement or arrangement with any of the Sellers or their respective Affiliates.

(k).          To the Seller’s Knowledge, there are no facts or circumstances which have or may lead to a reassessment by any Tax Authority of Taxes to be paid by the Company.

(l).          The Company has or has had no representative office or permanent establishment outside of Spain at any time since its incorporation. The Company has never been engaged in any trade, business or other activity outside of Spain that qualifies as a taxable presence in any country other than Spain on the basis of local Tax Laws and the applicable tax treaty for the avoidance of double taxation between Spain and the relevant other country.

10.

INFORMATION

(a).          All information provided by the Sellers in this Agreement and in the Data Room, and all other information provided by the Sellers, the Company and their advisors prior to the date of this Agreement to the Purchaser and its advisors has been provided in good faith and is not untrue, inaccurate or misleading and to the Sellers’ Knowledge, there are no facts or circumstances undisclosed to the Purchaser which would render any such information untrue, inaccurate or misleading in any respect.

(b).          The information provided by the Company for the purposes of completing the questionnaires regarding the FDI Condition Precedent is complete and true.

Schedule W.1.1(a)
Title to the Sellers’ Shares

[***]

Schedule W.1.1(b)
Convertible Loan

[***]

Schedule W.2.1(a)
Shares of the Company

[***]

Schedule W.2.6
Proxies, Delegation of Powers and Signatures

[***]

Schedule W.3.2(a)
Real Estate Property

[***]

Schedule W.3.4(a)
Intellectual Property Rights
owed or co-owed by the Company

Composition of matter patents:

[***]

Schedule W.3.4(l)
Intellectual Property Opposition

[***]

Schedule W.4.1
Subsidies

[***]

Schedule W.4.2(d)
Debts owed to Third Parties

[***]

Schedule W.5.1(a)
Material Contracts

[***]

Schedule W.5.1(a) - Material Contracts

[***]

Schedule W.5.2(a)
Related Party Agreements

[***]

Schedule W.5.2(b)
Companies in which the Directors of Origo participate

[***]

Schedule W.6
Insurance

[***]

Schedule W.7.1(h)
Employees

[***]

SCHEDULE 11
Purchaser’s Warranties

The Purchaser hereby represents and warrants:

1.            The Purchaser validly exists and is a company duly incorporated under the laws of its jurisdiction of incorporation.

2.            The Purchaser has the legal right and full power and authority to enter into and perform the Transaction Documents and any other documents to be executed by it pursuant to or in connection with this Agreement.

3.            The documents referred to in Clause 2 will, when executed, constitute valid and binding obligations on the Purchaser in accordance with their respective terms.

4.            The Purchaser has taken all corporate actions required to authorize it to enter into and perform the obligations under the Transaction Documents and any other documents to be executed by it pursuant to or in connection with this Agreement.

5.            The execution and delivery by the Purchaser of this Agreement and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a default under the Purchaser’s bylaws or any other agreement, authorisation, corporate resolution, instrument or law to which the Purchaser is a party or by which the Purchaser is bound, or any order, judgement, decree or other restriction applicable to the Purchaser.

6.            The Purchaser is not subject to any situation of insolvency and has not been declared insolvent or subject to or bound by any analogous procedure. So far as the Purchaser is aware, no action or request is pending to declare the Purchaser insolvent (or subject to or bound by any analogous procedure) or to make it subject to any proceeding contemplated by any insolvency (or analogous) law.

7.            The Purchaser has not approved any corporate resolution regarding the dissolution or winding-up of the Purchaser. The Purchaser is not under a compulsory dissolution or capital reduction event under applicable corporate law.

EXHIBIT 14(e)
Joint Press Release

[***]

Exhibit 2.2

Strictly Confidential

Execution Version

AMENDMENT #1 TO THE SHARE PURCHASE AGREEMENT OF 26 OCTOBER 2021

This Amendment #1 (the “Amendment”) is made as of April 16, 2025 (the “Amendment Effective Date”) by and between:

Sabadell Asabys Health Innovation Investments S.C.R., S.A., a venture capital company organised under the laws of Spain, with its registered office at [***], [***], [***], registered with the Commercial Registry of Barcelona under volume 46606, sheet 1, page B-525265, registered with the CNMV under number 277 and holder of tax identification number [***], (“Asabys”);

Asabys Partners SEGIC, S.A.U. is hereby represented by Ms. Clara Campàs Moya, of legal age, of Spanish nationality, with professional address at [***], [***], and holder of Spanish ID number [***] in her capacity as joint and several managing director (consejero delegado solidario) of Asabys Partners SEGIC, S.A.U.

Galchimia, S.A., a company organised under the laws of Spain, with its registered office at [***], registered with the commercial register of Santiago under Volume 2,528, Page 58, Sheet SC-27798, and holder of tax identification number [***], represented by Ms. María do Carme Pampín in her capacity as joint and several managing director (consejero delegado solidario) (“Galchimia”);

Darpaufarma, S.L., a company organised under the laws of Spain, with its registered office at [***], registered with the commercial register of Barcelona under Volume 45,247, Page 46, Sheet B-481675, and holder of tax identification number [***], represented by Mr. Julio-César Castro- Palomino Laria in his capacity as joint and several director (“Darpaufarma”);

5.	Galicia Innova Tech, FICC, a closed-ended investment fund organised under the laws of Spain, with its registered office at [*], registered with the Administrative Register of Closed-Ended Investment Funds of the CNMV under number 12 (“Galicia Innova Tech**”);

Galicia Innova Tech is hereby represented by its managing company, Xesgalicia SGEIC, S.A.U., a company organised under the laws of Spain, with its registered office at [***] and registered with the commercial register of A Coruña under volume 190, page 170, section 8, sheet SC 21.886 and with the Administrative Register of Closed-ended Collective Investment Collective Management Companies of the CNMV under number 12, represented by Ms. Raquel Rodríguez Espiño in her capacity as legal representative.

6.	Jaume Busquets Viñallonga, an individual of legal age, with Spanish nationality, residing at [*], s/n ([]) and provided with Spanish ID number [] (“Jaume Busquets Viñallonga**”);

Asabys, Galchimia, Darpaufarma, Autiria, Galicia Innova Tech, and Jaume Busquets Viñallonga are hereinafter jointly referred to as the “Sellers”;

and

7.	AgomAb Therapeutics NV, a company organised under the laws of Belgium, with its registered office at [***], registered with the Register of Legal Entities of Antwerp (Belgium) under number 0674.527.310, represented by Tim Knotnerus in his capacity as CEO,

hereinafter referred to as “AgomAb” or the “Purchaser”;

The Sellers and the Purchaser are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

WHEREAS:

The Parties entered into share purchase agreement dated 26 October 2021 (the “Agreement”) relating to the acquisition by the Purchaser from the Sellers of all shares in Agomab Spain, S.L.U (formerly known as Origo Biopharma, S.L.), a company organised under the laws of Spain, with its registered office at [***], Spain, registered with the commercial register of Ourense (Spain), with C.I.F. number B32478414 (“Origo” or the "Company");

The Parties now wish to amend the terms of the Agreement relating to Earn-Out Event 1, as set forth in this amendment 1 to the Agreement (the “Amendment”).

NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1.	DEFINITIONS

1.1

Unless expressly provided otherwise in this Amendment, any capitalized term used but not defined in this Amendment will have the meaning given thereto in the Agreement.

1.2

The Parties hereby agree (a) to remove the definition of “Earn-Out Event 1” from the Agreement, (b) to amend the definitions of “Earn-Out Event/s”, “Earn-Out Event 2”, “Earn-Out Event 3” and “Phase 2 Clinical Trial” and (c) to add new definitions for “Earn-Out Event 1a”, “Earn-Out Event 1b” and “STENOVA Clinical Trial” as follows:

	*Earn-Out Event/s*	Earn-Out Event 1a, Earn-Out Event 1b, Earn-Out Event 2 and Earn-Out Event 3

	*Earn-Out Event 1a*	Defined in Section 5.1(a)(i).

	*Earn-Out Event 1b*	Defined in Section 5.1(a)(ii)

	*Earn-Out Event 2*	Defined in Section 5.1(a)(iii)

	*Earn-Out Event 3*	Defined in Section 5.1(a)(iv)

	*Phase 2 Clinical Trial*	A human clinical trial of an Origo Product, the primary and/or secondary endpoints of which consist of assessing safety and efficacy with at least [***] treatment duration in the target patient population.

	*STENOVA Clinical Trial*	The AGMB-129-C102 clinical trial with protocol title “A Phase 2a, Randomized, Placebo-controlled, Double- blind Study to Assess the Safety, Pharmacokinetics, and Pharmacodynamics of AGMB-129 in Patients With Fibrostenotic Crohn's Disease” with ORG129 in patients with Fibrostenosing Crohn’s Disease (clinicaltrials.gov ID NCT05843578).

2.	EARN-OUT EVENTS

Parties agree to delete Section 5.1(a) from the Agreement and replace it with the following wording:

“(a). In addition to the Initial Purchase Price for the sale of the Shares by Sellers to Purchaser, the Purchaser shall pay to the Sellers an aggregate amount of up to EUR 20,000,000 (the “Earn-Out Consideration”) upon the occurrence of the following Earn-Out Events:

(i). EUR 3,000,000 shall be paid by the Purchaser to the Sellers on the Amendment Effective Date in consideration for the first dosing of the first subject in the open- label extension of the STENOVA Clinical Trial (“Earn-Out Event 1a”);

(ii). EUR 7,000,000 shall be paid by the Purchaser to the Sellers upon the earlier of:

the first dosing of the first subject in the first Phase 2 Clinical Trial with the first Origo Product,

the first dosing of the first subject in the first Proof-of-Concept clinical trial with ORG447 in patients with Idiopathic Pulmonary Fibrosis, the primary and/or secondary endpoints of which consist of assessing safety and efficacy, with at least 3 months treatment (excluding, for clarity, the IPF cohort of the ongoing Phase 1 trial with ORG447 known as AGMB-447-C101 (clinicaltrials.gov ID NCT06181370)), or

the first dosing of the first subject in the first Phase 2 clinical trial with ORG129 in patients with Fibrostenosing Crohn’s Disease, the primary and/or secondary endpoints of which consist of assessing safety and efficacy (excluding, for clarity, the STENOVA Clinical Trial or its open-label extension),

in each case (A), (B) or (C) on or before 31 December 2030 (the “Earn-Out Event 1b”);

(iii). EUR 5,000,000 shall be paid by the Purchaser to the Sellers upon the first dosing of the first subject in the first Phase 3 Clinical Trial with the first Origo Product on or before 31 December 2035 (the “Earn-Out Event 2”);

(iv). EUR 5,000,000 shall be paid by the Purchaser to the Sellers upon obtaining Regulatory Approval for the first Origo Product in the United States on or before 31 December 2040 (the “Earn-Out Event 3”).

For the avoidance of doubt, upon the occurrence of the Earn-Out Event 2 prior to the occurrence of the Earn-Out Event 1b, then the Earn-Out Event 1b shall be also considered as occurred and payable to the Sellers in the same terms as the Earn-Out 2 under this Section 5. Likewise, should the Earn-Out Event 3 occur prior to the occurrence of the Earn-Out Event 1b and the Earn-Out Event 2, then the Earn-Out Event 1b and the Earn-Out Event 2, as applicable, shall be also considered as occurred and payable to the Sellers in the same terms as the Earn-Out 3 under this Section 5. For clarification purposes, an Earn-Out Event shall be payable only once.”

PAYMENT INSTRUCTIONS

In deviation from Section 5.2 of the Agreement, no additional Earn-Out Notice shall be sent by the Purchaser with respect to Earn-Out Event 1a. Parties agree that the following payment instructions apply to the payment of the Earn-Out Consideration due to the Sellers with respect to Earn-Out Event 1a:

NAME	BANK ACCOUNT DETAILS	AMOUNT
DARPAUFARMA, S.L.	[***]		[***]
GALCHIMIA S.A.	[***]		[***]
AUTIRIA BIOMED, S.L.	[***]		[***]
JAUME BUSQUETS	[***]		[***]
VIÑALLONGA	[***]
GALICIA INNOVA TECH,	[***]		[***]
FICC	[***]
SABADELL ASABYS	[***]		[***]
HEALTH INNOVATION INVESTMENTS, S.C.R.,	[***]		[***]
S.A.
TOTAL			2.801.738,24€

Further, pursuant to Section 5.3(c) of the Agreement, the amount payable by the Company in relation to the Phantom Stock Options under the Confidential Mutual Release and Termination Agreements equals to 198.261,76 €, amount which has been already been discounted from the proceeds payable to the Sellers as provided above, shall be allocated as follows:

NAME	AMOUNT
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
TOTAL		198.261,76€

MISCELLANEOUS

4.1

Except as expressly set forth in this Amendment, no other changes are made to the Agreement, which shall remain in full force and effect, except that any references to the “Agreement” shall be deemed to refer to the Agreement as amended by this Amendment as of the Amendment Effective Date.

4.2

The validity, construction, performance and interpretation of this Amendment (and any non-contractual obligation arising out of this Amendment) shall be governed by the laws governing the Agreement. Any dispute between the Parties regarding the terms of this Amendment shall be resolved in accordance with the provisions of Section 15.12 of the Agreement.

4.3

This Amendment may be executed and delivered in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. An executed signature page of this Amendment delivered by facsimile transmission or by electronic mail in "portable document format" (".pdf") shall be as effective as an original signature page.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.

The Sellers

Sabadell Asabys Health Innovation Investments S.C.R., S.A.		Galchimia S.A.

	/s/ Clara Campàs Moya		/s/ María do Carme Pampín
Name:	Ms. Clara Campàs Moya	Name:	Ms. María do Carme Pampín
Title:	Legal representative	Title:	Legal representative

Darpaufarma, S.L.		Autiria Biomed, S.L.

	/s/ Julio-César Castro-Palomino Laria		/s/ Ramón Bosser Artal
Name:	Mr. Julio-César Castro-Palomino Laria	Name:	Mr. Ramón Bosser Artal
Title:	Legal representative	Title:	Legal representative

Galicia Innova Tech, FICC

	/s/ Raquel Rodríguez Espiño		/s/ Jaume Busquets Viñallonga
Name:	Ms. Raquel Rodríguez Espiño	Name:	Mr. Jaume Busquets Viñallonga
Title:	Legal representative

The Purchaser

AgomAb Therapeutics NV

/s/ Tim Knotnerus
Name: Mr. Tim Knotnerus
Title: CEO

Exhibit 3.1

1 “AgomAb Therapeutics” Limited liability company Established in the Flemish Region With address at 2600 Berchem (Antwerp), Posthoflei 1/6 RCE Antwerp division Antwerp VAT BE 0674.527.310 -------- Articles of association after the extraordinary general meeting of 4 November 2024 DEFINITIONS In these Articles the following words and expressions shall have the following meanings: Actions has the meaning given in article 22.1; A Preference Amount has the meaning given to it in article 35.2(d); Accession Deed means a deed of accession to the Agreement in a form acceptable to the Board (acting reasonably); Affiliate has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code for Companies and Associations. Agreement means the shareholders’ agreement relating to the Company dated 4 November 2024, as amended from time to time; Anti-Dilution A Warrants means the sixty (60) anti-dilution warrants of the Company issued to holders of Preferred A Shares in connection with the Series A Investment; Anti-Dilution B Warrants means the two hundred and fifty (250) anti-dilution warrants of the Company issued to certain holders of Preferred B Shares in connection with the Series B Investment; Anti-Dilution C Warrants means two hundred and ten (210) anti-dilution warrants of the Company issued to holders of Preferred C Shares in connection with the Series C Investment; Anti-Dilution D Warrants means two hundred and forty (240) anti-dilution warrants of the Company issued to holders of Preferred

2 D Shares on 4 November 2024 in the form set out in Schedule 4 of the 2024 Subscription Agreement; Anti-Dilution Warrants means the Anti-Dilution A Warrants, the Anti-Dilution B Warrants, the Anti-Dilution C Warrants and the Anti-Dilution D Warrants; Articles or articles means the articles of association of the Company, as amended from time to time; As Converted Basis means, in respect of a number of Shares to be determined on an “As Converted Basis” by reference to any particular securities in the Company: (a) such number of those securities as are Common Shares; plus (b) such number of Common Shares as such securities which are Preferred Shares (if any) may then be converted into in accordance with Article 8.2; and (c) in respect of any securities (other than Shares) (if any) then such number of Shares as may be subscribed or exchanged for, or converted into or otherwise called for, pursuant thereto (and, if such Shares are Preferred Shares, then the number of Common Shares attributable thereto in accordance with (b) above); Asset Sale means the disposal or other disposition by the Company and/or any member of the Group which together constitute all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of Intellectual Property not entered into in the ordinary course of business); B Preference Amount has the meaning given to it in article 35.2(c); Belgian Code for Companies and Associations means the Belgian Code for Companies and Associations of 23 March 2019, as amended from time to time; Board means the board of directors of the Company from time to time;

3 Business Day means any day from Monday to Friday (included), excluding statutory or banking holidays in Belgium, the United Kingdom, California or New York, USA; Buyer has the meaning given to it in article 11.5.3; C Preference Amount has the meaning given to it in article 35.2(b); Canaan means Canaan XII L.P.; Catch-Up Amount has the meaning given to it in article 35.7; CEO Director has the meaning given in article 24.5; Chairperson Director has the meaning given in article 24.6; Class A Preference Profit Sharing Certificate has the meaning given in article 39.1; Common Shares means the common shares of the Company having the rights and privileges set out in these articles and the Agreement; Company means AgomAb Therapeutics NV; Confirmation Notice has the meaning given to it in article 11.1.1. A; Controlling Interest means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations; Control Tag Along Right has the meaning given in article 11.6.1; Control Tag Along Exercise Notice has the meaning given in article 11.6.6; Control Tag Along Invitation Notice has the meaning given in article 11.6.5.(ii)(b); Conversion Ratio means a ratio of one (1) Common Share for every one (1) Preferred Share or ESOP Common Share, subject to adjustment in accordance with article 8.2.12; Co-Sale Notice has the meaning given to it in article 11.5.3;

4 Dawn means Memory Investments S.à.r.l.; Decisive Influence has the meaning given in article 11.6.2; Decisive Influence Notice has the meaning given in article 11.6.4; Decisive Shareholder has the meaning given in article 11.6.1; Director(s) means a director or directors of the Company from time to time; Drag Along Notice has the meaning given in article 11.7.4; Drag Along Right has the meaning given in article 11.7.1.B; Dragged Parties has the meaning given in article 11.7.1B; Dragging Parties has the meaning given in article 11.7.1; Equity Holder has the meaning given to it in article 11.5.3; Employee Stock Option Warrants means any warrants issued by the Company to give effect to the ESOP Stock Option Plan; EQT means LSP 7 Coöperatief U.A.; ESOP Common Shares means the ESOP common shares of the Company having the rights and privileges set out in these articles and the Agreement; ESOP Stock Option Plan means the various stock option plans of the Company, as adopted by the Board from time to time; Exit means a Share Sale or an Asset Sale; Expert Valuer has the meaning given in article 11.4A.1; Fair Value has the meaning given in article 11.4A.3; Family Trust means as regards any particular individual member or deceased or former individual member, trusts (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the shares in question is for the time being vested in any person other than the individual and/or Privileged Relations of that individual, and so that for this purpose

5 a person shall be considered to be beneficially interested in a share if such share or the income thereof is liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are exercisable by or as directed by such person pursuant to the terms of the relevant trusts or in consequence of an exercise of a power or discretion conferred thereby on any person or persons; Fidelity means collectively, the Fidelity Investors; Fidelity Investors means (i) Fidelity Growth Company Commingled Pool By: Fidelity Management Company, as Trustee; (ii) Fidelity Mt. Vernon Street Trust : Fidelity Growth Company K6 Fund; (iii) Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund; (iv) Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund and (v) Fidelity Select Portfolios: Pharmaceuticals Portfolio; FMR means Fidelity Management and Research Company LLC; Founder means each of Paolo Michieli, Michael Saunders, Federica Linty, Virginia Morello, Manuela Cazzanti, De Haard Antibody Technologies B.V. and EuremAb Srl; Fund Manager means a person whose principal business is to make, manage or advise upon investments in securities, including a registered investment advisor; Group means the Company and each of its Subsidiaries from time to time; Holding Company means a newly formed company in any jurisdiction (including, without limitation, in the United States of America under Delaware law), which has no previous trading history and has been incorporated for the purposes of a Holding Company Reorganisation; Holding Company Reorganisation means any transaction involving the issue of shares in the capital of a new Holding Company to the shareholders, the object or intent of which is to interpose the new Holding Company as the sole owner of the Company such that immediately subsequent to such transaction:

6 (a) the number and class of shares comprised in the issued share capital of the new Holding Company, the identity of the shareholders of the new Holding Company, and the number and class of shares held by each such person is the same as (or, as regards number of shares only, proportionate to) the issued share capital of the Company (save for the fact that such shares are issued by a different company) and the identity of the Shareholders and the number and class of Shares held by each such person immediately prior to such transaction; (b) the rights attaching to each class of share comprised in the new Holding Company are the same (save for the fact that such shares are issued by a different company and/or in a different jurisdiction with attendant differences in company law) as those rights attaching to the like class of share comprised in the share capital of the Company immediately prior to such transaction; and (c) the constitutional documents of the new Holding Company are the same in substantive effect (save for the fact that they apply in respect of a different company, and as to matters and modifications to reflect that the new Holding Company may be incorporated in a jurisdiction other than Belgium) as the articles of association of the Company immediately prior to such acquisition; Independent Director has the meaning given in article 24.6; Intellectual Property means any intellectual property rights, including copyrights, neighbouring and related rights, trade and service marks, trade names, rights in logos and get-up, inventions, rights in databases, domain names, confidential information, trade secrets and Know-How, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all pending applications for registration and all rights to apply for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar

7 nature which may subsist anywhere in the world and any rights to receive remuneration in respect of such rights; Investor has the meaning given in the Agreement. Investment Fund means a fund, partnership, trust, company, mandate syndicate, registered investment company or other entity whose business is managed or advised (in an investment advisory capacity) by a Fund Manager; Investor Director means the Series A Investor Director, the Series B Investor Director and the Series C Investor Director; IPO means the admission of all or any of the shares of the Company or securities representing those shares (including, without limitation, depositary interests, American depositary receipts, American depositary shares and/or other instruments) on the New York Stock Exchange, NASDAQ, Official List of the United Kingdom Listing Authority, Euronext Amsterdam or Euronext Brussels; Issue Price means the price in EUR at which the relevant Share is issued, including any premium, provided that: (a) the Issue Price per Preferred D Share shall be the Preferred D Issue Price; (b) the Issue Price per Preferred C Share shall be the Preferred C Issue Price; (c) the Issue Price per Preferred B Share shall be the Preferred B Issue Price; and (d) the Issue price per Preferred A Share shall be: (i) forty euro (EUR 40) per Preferred A Share for the 15,450 shares issued at the occasions of the Seed Investment (as defined in the Agreement) and which were converted into Preferred A Shares on 14 March 2019; and (ii) eighty-five euro (EUR 85) per Preferred A Share for the Preferred A Shares issued in the Series A Investment on 14 March 2019;

8 Key Manager means Tim Knotnerus; Know-How means any expertise, practice, experience, factual and technical knowledge and information relating to commercial, scientific and technical matters, inventions and trade secrets, including but not limited to any non-patentable technical and other information which is not in the public domain including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, reports and data analyses, procedures, tests, genes, plasmas, vectors, clones, cell lines, cell cultures, cell expression systems, cell constructions, developments, micro-organisms, chemical compounds, biochemical compounds, mutations, test systems, test protocols and purification materials and techniques; Liquidation Interest Profit Share has the meaning given in article 39.7; Liquidity Event has the meaning given in article 35.1; Major Investor means a Shareholder holding (together with its Permitted Transferees) not less than five per cent. (5%) of the Preferred Shares outstanding at the date of the Agreement; Member of the Same Fund Group means, if the shareholder is an Investment Fund or is a custodian or nominee of that Investment Fund: (a) any participant or partner in or member of any such Investment Fund or the holders of any unit trust which is a participant or partner in or member of any Investment Fund (but only in connection with the dissolution of the Investment Fund or any distribution of assets of the Investment Fund pursuant to the operation of the Investment Fund in the ordinary course of business); (b) any Investment Fund managed, advised, sub advised, sponsored or controlled, directly or indirectly (including as delegate of the Fund Manager), by the Fund Manager managing or advising (including through delegation) the concerned Investment Fund or by another Fund Manager who is a member of the Investment Fund’s Group or its Fund Manager’s Group; (c) any parent company or a subsidiary company of the Investment Fund or Fund Manager, or any subsidiary

9 company of any parent company of the Investment Fund or Fund Manager; (d) any general partner, managing member, officer, director, trustee, nominee or custodian of such Investment Fund and vice versa, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of such Investment Fund and vice versa; and (e) any Affiliate of an Investment Fund. Member of the Same Group means as regards any company, a company which is from time to time a parent company or a subsidiary company of that company or a subsidiary company of any such parent company; New Reorganisation Shareholder has the meaning given in article 11.8.3; Observer means a non-voting observer appointed in accordance with article 24.13; Offered Shares has the meaning given in article 11.4.1. Original Shareholder has the meaning given in article 11.2.1. Outstanding A Liquidity Preference has the meaning given to it in article 35.6; Outstanding B Liquidity Preference has the meaning given to it in article 35.5; Outstanding C Liquidity Preference has the meaning given to it in article 35.4; Outstanding D Liquidity Preference has the meaning given to it in article 35.3; Permitted Transferee means: (a) in relation to a Shareholder who is an individual, any of his Privileged Relations, Trustees or Qualifying Companies;

10 (b) in relation to a Shareholder which is a legal entity, any Member of the Same Group; (c) in relation to a Shareholder which is an Investment Fund, any Member of the Same Fund Group; (d) in relation to a Preferred Shareholder: (i) any Member of the Same Group; (ii) any Member of the Same Fund Group; (iii) any nominee or custodian of that Preferred Shareholder (and vice versa); and (e) in relation to a holder of ESOP Common Shares, a holding structure (“stichting” / “fondation”) or other similar entity in accordance with the ESOP Stock Option Plan; Preferred A Dividend has the meaning given in article 32.2(e); Preferred A Majority means the holders of a majority in number of the Preferred A Shares then outstanding; Preferred A Majority Consent means the written consent of the Preferred A Majority, required insofar and for so long as any of the Preferred A Shares outstanding at the date of the Agreement remain outstanding; Preferred A Shares means the preferred A shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred B Dividend has the meaning given in article 32.2(d); Preferred B Issue Price means EUR 208.5045319; Preferred B Shares means the preferred B shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred B Majority means the holders of a majority in number of the Preferred B Shares then outstanding;

11 Preferred B Majority Consent means the written consent of the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of the Agreement remain outstanding; Preferred C Dividend has the meaning given in article 32.2(c); Preferred C Issue Price means EUR 208.5045319; Preferred C Shares means the preferred C shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred C Majority means the holders of a majority in number of the Preferred C Shares then outstanding; Preferred C Majority Consent means the written consent of the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of the Agreement remain outstanding; Preferred D Dividend has the meaning given in article 32.2(b); Preferred D Issue Price means EUR 239.7802117; Preferred D Shares means the preferred D shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred D Majority means the holders of a majority in number of the Preferred D Shares then outstanding; Preferred D Majority Consent means the written consent of the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of the Agreement remain outstanding; Preferred Dividend means the Preferred A Dividend, the Preferred B Dividend, the Preferred C Dividend and the Preferred D Dividend; Preferred Majority means the holders of a majority in number of the Preferred Shares then outstanding, which must in each case include the Preferred B Majority, the Preferred C Majority and the Preferred D Majority;

12 Preferred Majority Consent means the written consent of the Preferred Majority, required insofar and for so long as any of the Preferred Shares outstanding at the date of the Agreement remain outstanding, it being understood that the Preferred Majority Consent must include (i) the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of the Agreement remain outstanding, (ii) the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of the Agreement remain outstanding, as well as (iii) the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of the Agreement remain outstanding; Preferred Shareholders means a holder of Preferred Shares; Preferred Shares means the Preferred A Shares, the Preferred B Shares, the Preferred C Shares and the Preferred D Shares; Prior A Payment has the meaning given in article 35.6; Prior B Payment has the meaning given in article 35.5; Prior C Payment has the meaning given in article 35.4; Prior D Payment has the meaning given in article 35.3 Privileged Relations means, in relation to a shareholder who is an individual or deceased or former individual member, a spouse, civil partner, child or grandchild (including step or adopted or illegitimate child and their issue); Proposed Exit has the meaning given in article 22.1; Proposed Reorganisation has the meaning given in article 11.8.1; Prospective Transferee has the meaning given in article 11.7.1; Qualifying Company a company in which a shareholder or Trustee(s) holds the entire issued share capital and over which that shareholder or Trustee(s) exercises control (within the meaning of article 1:14 of the Belgian Code for Companies and Associations);

13 Qualifying IPO means an IPO (i) in which the gross aggregate subscription amount in respect of new shares issued at the time of the IPO is not less than EUR 70,000,000 (before deduction of underwriters’ commissions and other expenses); (ii) in which the issue price per new share on the IPO is at least 1.2x the Preferred D Issue Price (as adjusted for any Reorganisation); and (iii) which is effected on the New York Stock Exchange, NASDAQ, Official List of the United Kingdom Listing Authority, Euronext Amsterdam or Euronext Brussels; Realisation Distribution has the meaning given in article 39.10; Redmile Redmile Biopharma Investments III, L.P.; Remaining Offered Shares has the meaning given in article 11.4.6. Reorganisation means any return of capital, bonus issue of shares or other securities of the Company by way of capitalisation of profits or reserves (other than a capitalisation issue in substitution for or as an alternative to a cash dividend which is made available to the Preferred Shareholders) or any consolidation or subdivision or any repurchase or redemption of shares or any variation in the subscription price or conversion rate applicable to any other outstanding shares of the Company; Reorganisation Actions has the meaning given in article 11.8.1; Requested Price has the meaning given in article 11.4.2(c); Requested Terms has the meaning given in article 11.4.2(e); Right of First Refusal has the meaning given in article 11.4.3; Right of First Refusal Invitation Notice has the meaning given in article 11.4.3; Sanofi means Sanofi Foreign Participations B.V. Series A Investment means the investment by V-BIO, AFB, BIVF, Pontifax, Omnes Funds, Torsten Dreier and Biodiscovery 5 for Preferred A Shares in the Company;

14 Series A Investor Director has the meaning given in article 24.4; Series B Investment means the investment by, among others, Redmile, Cormorant, Walleye and Pfizer, in the Company, in accordance with the terms and conditions of the 2021 Shareholders’ Agreement, the 2021 Subscription Agreement and the 2022 Subscription Agreement; Series B Investor Director has the meaning given in article 24.3; Series C Investment means the investment by, among others, Fidelity, EQT and Dawn, in the Company, in accordance with the terms and conditions of the 2023 Shareholders’ Agreement and the 2023 Subscription Agreement; Series C Investor Director has the meaning given in article 24.2; Series D Investment means the investment by, among others, Sanofi, Invus, Fidelity and EQT, in the Company, in accordance with the terms and conditions of the Agreement and the 2024 Subscription Agreement. Shareholder means a holder of one or more Shares in the Company; Shareholder Representative has the meaning given in article 11.7.3; Share Sale means the sale of (or the grant of a right to acquire or to dispose of) any of the Shares (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and persons acting jointly with him acquiring a Controlling Interest, but for completeness, does not include a Holding Company Reorganisation; Shares means the Preferred D Shares, the Preferred C Shares, the Preferred B Shares, the Preferred A Shares, the Common Shares, the ESOP Common Shares and any other shares in the issued share capital of the Company from time to time; 2021 Shareholders’ Agreement means the shareholders’ agreement between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 5 March 2021;

15 2023 Shareholders’ Agreement means the shareholders’ agreement between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 10 October 2023 (as amended on 8 July 2024); 2021 Subscription Agreement means the subscription agreement relating to the Series B Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 5 March 2021; 2022 Subscription Agreement means the subscription agreement relating to the Series B Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 24 June 2022; 2023 Subscription Agreement means the subscription agreement relating to the Series C Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 3 October 2023; 2024 Subscription Agreement means the subscription agreement relating to the Series D Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 22 October 2024; Subsidiary has the meaning of subsidiary (“dochtervennootschap” / “filiale”) as defined in article 1:15, 2°, of the Belgian Code for Companies and Associations; Transfer or transfer means, when used with respect to Shares or Warrants, any transaction that has as its goal, or results in, the transfer of any ownership rights on such shares or warrants, for valuable consideration or for free, even when carried out by way of public auction, voluntarily or by virtue of a judicial decision, including, but not limited to, contributions, exchange transactions, transfers of universalities, transfers of business divisions, mergers, de-mergers, absorptions, liquidations or similar transactions, as well as the granting of options to purchase or sell such shares or warrants, the offer of (preferential) subscription rights on such shares or warrants or the conclusion of a swap, forward sale or other agreement, that completely or partly transfers the economic benefits or the ownership of such shares or warrants, regardless of the fact whether such a transaction is realized by means of delivery of

16 other securities, in cash or otherwise; and transferred and transferring shall have a correlative meaning; Transfer Notice has the meaning given in article 11.4.1; Transferor has the meaning given in articles 11.4.1 and 11.5.1; Trustee in relation to a Shareholder means the trustee or the trustees of a Family Trust; and Warrants means the Anti-Dilution Warrants and Employee Stock Option Warrants and any other warrant issued by the Company. CHAPTER I. LEGAL FORM – NAME – REGISTERED OFFICE – PURPOSE – TERM. Article 1.-LEGAL FORM – NAME. 1.1 The Company is a limited liability company (“naamloze vennootschap” / “société anonyme”), abbreviated “NV”. 1.2 Its name is “AgomAb Therapeutics”. 1.3 Its name has to be preceded or followed by the designation of the company form, or the abbreviation of such form. Article 2.-REGISTERED OFFICE. 2.1 The registered office of the Company is established in the Flemish Region. 2.2 It may be transferred to any other place in Belgium by decision of the Board, subject to the application of the laws on the use of languages. 2.3 The Company may, by decision of the Board, establish administrative offices and operating offices, branches, agencies and warehouses in Belgium or abroad. Article 3.-OBJECT. The Company has as its object, in Belgium as well as abroad, on its own behalf as well as on behalf of third parties, alone or in participation with third parties: (a) the scientific research, the clinical study, the identification, the testing, analysis and evaluation, of biological, chemical or natural products with therapeutic or diagnostic potential in the life science area in general and in the pharmaceutical, medical, chemical, veterinary sectors in particular, and the production, the marketing, the exploitation, the granting or taking of a license and in general performing all possible transactions regarding any pharmaceutical or affiliated products and formulations;

17 (b) the worldwide distribution of, selling of and providing services with regard to the products of the Company directly to clients and also via third parties; (c) the setting up of, participating in, managing of, monitoring of and collaborating with companies and other enterprises, obtaining, maintaining, selling or by other means managing of participations and interests in other companies and enterprises; (d) the financing of companies and other enterprises, borrowing, lending and collecting of funds, the participation in financial transactions, including the issuance of bonds, debentures or other securities, and concluding of all agreements somehow related thereto, to enterprises and companies connected to the Company in a group and to third parties; (e) providing guarantees, binding of the Company and encumbering assets of the Company for the benefit of enterprises and companies with which the Company is affiliated in a group and for the benefit of third parties; (f) to acquire, manage, exploit and dispose of movable goods, immovable property and all asset values in general; (g) to trade in currencies, securities, movable goods, immovable property and asset values in general; (h) to acquire, exploit and trade in patents, trademarks, licenses, know-how and other industrial property rights; (i) to perform all types of industrial, financial and commercial activities. The Company may perform all civil, industrial, commercial, movable or immovable operations, directly or indirectly, totally or partially related to any section of its purpose, or that are of such a nature to enlarge the realization of its purpose or to facilitate it. The Company may in any way, participate in all companies or enterprises with a similar or a related purpose, or whose purposes are of such a nature to facilitate the realization of its own purpose. The Company may also enter into any agreement of cooperation, rationalization, association or other with such companies or enterprises. The Company may provide a guarantee or provide security, both by providing personal rights or rights in rem for the benefit of any physical or legal person, whether or not affiliated. It may execute the role of director, managing director (“zaakvoerder”/”gérant”) and liquidator. Article 4.-TERM. The Company is incorporated for an indefinite term.

18 CHAPTER II. COMPANY’S CAPITAL AND SHARES. Article 5.-CAPITAL. The capital amounts to two hundred twenty-three million, seventy-one thousand, five hundred euro and sixteen cents (€ 223,071,500.16). It is represented by one million five hundred seventy-eight thousand five hundred twenty-two (1.578.522) registered shares without face value, of which: (a) twenty-five thousand (25,000) Common Shares; (b) two hundred and seventy-seven thousand two hundred and seventy-two (277,272) Preferred A Shares; (c) four hundred seventy-nine thousand forty (479,040) Preferred B Shares; (d) four hundred fifty-five thousand and four (455,004) Preferred C Shares; and e) three hundred forty-two thousand two hundred and six (342,206) Preferred D Shares. The capital is entirely and unconditionally subscribed for. Article 6.-PROFIT-SHARING CERTIFICATES, WARRANTS, CONVERTIBLE BONDS AND CERTIFICATES. The Company can issue profit sharing certificates, warrants, convertible bonds, or other securities. The Company can, for the benefit of the Company, collaborate with a third party for the issuance by this third party of certificates which represent the securities of the Company according to the provisions of article 7:61 of the Belgian Code for Companies and Associations. The Company can decide to take charge of the costs connected to the certification and to the incorporation and functioning of the issuer of the certificates. The certificate-holders, the issuer of the certificates or third parties may only rely upon the collaboration of the Company for the issuance of the certificates, if the Company confirms its collaboration by writing to the issuer. The issuer of the certificates has to make himself known to the Company in this respect. The Company takes notice of this mentioning in the concerned register of securities. Article 7.-SHARES IN UNDIVISION OR CHARGED WITH TENANCY FOR LIFE. The shares are indivisible with regard to the Company. Joint owners must be represented with regard to the Company by one single person; as long as this is not the case, the rights attached to these shares shall be suspended. If no agreement can be reached between the titleholders, a competent judge may, upon request of the first party (including the company, as the case may be) to take action, appoint an interim administrator to exercise the concerned rights in the interest of the joint titleholders. If the shares belong to bare owners and usufructuaries all rights, including voting rights, shall be exercised by the usufructuary(ies).

19 Article 8.-SERIES OF SHARES. 8.1 Series The shares are divided into the following classes: * Common Shares, * ESOP Common Shares, * Preferred A Shares, * Preferred B Shares, * Preferred C Shares, and * Preferred D Shares. All series of shares in the company shall benefit from the same rights and privileges unless specified otherwise in these articles or the Agreement. In the event of a transfer of shares, these shares shall remain allocated to the series of shares that they belonged to at the time of transfer. 8.2 Conversion 8.2.1 Irrespective of article 8.2.5, any holder of Preferred D Shares may at any time convert its Preferred D Shares, or any part of such Preferred D Shares and any declared but unpaid dividends (other than the Preferred D Dividend) into Common Shares at the Conversion Ratio. 8.2.2 Irrespective of article 8.2.6, any holder of Preferred C Shares may at any time convert its Preferred C Shares, or any part of such Preferred C Shares and any declared but unpaid dividends (other than the Preferred C Dividend) into Common Shares at the Conversion Ratio. 8.2.3 Irrespective of article 8.2.7, any holder of Preferred B Shares may at any time convert its Preferred B Shares, or any part of such Preferred B Shares and any declared but unpaid dividends (other than the Preferred B Dividend) into Common Shares at the Conversion Ratio. 8.2.4 Irrespective of article 8.2.8, any holder of Preferred A Shares may at any time convert its Preferred A Shares, or any part of such Preferred A Shares and any declared but unpaid dividends (other than the Preferred A Dividend) into Common Shares at the Conversion Ratio. 8.2.5 All of the Preferred D Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred D Majority Consent requiring conversion of the Preferred D Shares;

20 or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.6 All of the Preferred C Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred C Majority Consent requiring conversion of the Preferred C Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.7 All of the Preferred B Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the company of written notice given by Preferred B Majority Consent requiring conversion of the Preferred B Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.8 All of the Preferred A Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred A Majority Consent requiring conversion of the Preferred A Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.9 The ESOP Common Shares will mandatorily convert into Common Shares at the Conversion Ratio on the occurrence of an IPO. 8.2.10 The Class A Preference Profit Sharing Certificate will mandatorily convert into Common Shares at the applicable conversion rate set out in article 39.8 on the occurrence of an IPO. 8.2.11 Upon any conversion of Preferred D Shares, Preferred C Shares, Preferred B Shares or Preferred A Shares, all entitlements to the Preferred Dividend, and/or Outstanding A Liquidity Preference, Outstanding B Liquidity Preference, Outstanding C Liquidity Preference and/or Outstanding D Liquidity Preference in respect of all Preferred D Shares, Preferred C Shares, Preferred B Shares and/or Preferred A Shares (as the case may be) being converted shall be cancelled and all entitlements to any Catch-Up Amount in respect of all Common Shares shall be cancelled, it being understood, however, that such cancellation shall have no retroactive effect on the distribution of the Outstanding A Liquidity Preference (or part of it), the Outstanding B Liquidity Preference (or part of it), Outstanding C Liquidity Preference (or part of it) and/or the Outstanding D Liquidity Preference (or part of it) to holders of Preferred Shares or the distribution (or part of it) of the Catch-Up Amount to the holders of Common Shares, which may have occurred prior to such conversion. 8.2.12 The Conversion Ratio, shall from time to time be adjusted if any Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares or ESOP Common Shares remain capable of being converted into Common Shares and (A) there is a consolidation and/or sub-division of Common Shares, in which case the Conversion Ratio shall be adjusted by an amount that in the opinion of the Board is fair and reasonable, to maintain the right to convert so as to ensure that each holder of Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares and/or ESOP Common Shares (as the case may be) is in no better or worse

21 position as a result of such consolidation or sub-division, such adjustment to become effective immediately after such consolidation or sub-division; or (B) there is an allotment of fully paid Common Shares pursuant to a capitalisation of profits or reserves to holders of Common Shares, in which case the Conversion Ratio shall be adjusted by an amount that in the opinion of the Board is fair and reasonable, to maintain the right to convert so as to ensure that each holder of Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares and/or ESOP Common Shares (as the case may be) is in no better or worse position as a result of such capitalisation of profits or reserves, such adjustment to become effective as at the record date for such issue. 8.2.13 Following a conversion pursuant to this article 8.2, the Company shall, as soon as reasonably practicable and no later than five (5) Business Days after conversion, enter the holders of the converted Class A Preference Profit Sharing Certificate, Preferred Shares or ESOP Common Shares in to the share register of the Company as the holders of the appropriate number of Common Shares and forward a definitive share certificate for the appropriate number of fully paid Common Shares to such holder of converted shares, by post to his address as shown in the share register of the Company free of charge. Article 9.-SHARES NOT FULLY PAID-UP – OBLIGATION TO PAY UP. The commitment to pay up a share in full is unconditional and indivisible. If shares not fully paid up belong to several persons undividedly, each of them is responsible for the payment of the full amount of the called up payments due. Any additional or full payment shall be requested by the Board at a time to be determined by it. The Shareholders shall be notified of this by registered letter, stating a bank account to which payment, to the exclusion of any other means of payment, must be made by bank transfer or deposit. The Shareholder shall be in default by the mere expiry of the period specified in the notification and interest shall be due to the Company at the statutory interest rate specified at that time. As long as the requested payments due on a share have not been made in accordance with this provision, the exercise of all associated membership rights shall remain suspended. If the Shareholder fails to comply with the notice of default sent by the Board by registered letter after the expiry of the period determined by the Board, the Board may have the shares concerned sold in the most appropriate manner, without prejudice to the Company’s right to claim from the Shareholder the outstanding payment as well as any damages. In addition, in the event of a transfer of shares that are not fully paid up, the transferor and transferee shall, notwithstanding any provision to the contrary, be jointly and severally liable for full payment. In the case of successive transfers, all successive transferees shall be jointly and severally liable in accordance with the provisions of article 7:77 of the Belgian Code for Companies and Associations. Early payments on shares may not be made without the prior consent of the Board.

22 Article 10.-CAPITAL INCREASE. 10.1 Capital increase by contribution in cash Unless waived in writing by holders of not less than seventy-five per cent. (75%) of the Shares (including the Preferred C Majority and the Preferred D Majority), with respect to any specific capital increase, in the event of a capital increase by contribution in cash, each Shareholder has, in accordance with the provisions of articles 7:188 et seq. of the Belgian Code for Companies and Associations, a preferential right to subscribe to the newly issued shares in proportion to his participation in the capital (“pro rata participationis”) and calculated on an As-Converted Basis and fully diluted basis, it being understood that, with respect to Fidelity and EQT, any preferential subscription rights that Fidelity and EQT, respectively, may have pursuant to this article 10.1, cannot be waived without Fidelity’s and EQT’s respective consent. In case of different classes of shares, the holders of such class of shares will have a first preferential subscription right to subscribe to newly issued shares of such class. The Shareholders will also have the right to acquire the pro rata share (calculated on an As Converted Basis and fully diluted basis) of a Shareholder who does not exercise his legal preferential subscription right. The terms and conditions for the exercise of this preferential subscription right are laid down in the Belgian Code for Companies and Associations. 10.2 The rights set out in article 10.1 shall not apply to: (a) the issue of any Employee Stock Option Warrants or the issue of any ESOP Common Shares on the exercise of any Employee Stock Option Warrant or the grant of any ESOP Common Shares or rights over ESOP Common Shares under the ESOP Stock Option Plan; (b) the issue of any new Preferred D Shares in accordance with the terms of the 2024 Subscription Agreement; (c) the issue of any Anti-Dilution Warrants or shares issued on the exercise of any Anti-Dilution Warrants; (d) Shares or options or other rights over Shares issued or granted to the Shareholders in accordance with the terms of any shareholders’ agreement or similar document in force between the Shareholders and the Company from time to time; and (e) the issue of Shares following the conversion of the Class A Preference Profit Sharing Certificate. Article 11.-TRANSFER OF SHARES ISSUED BY THE COMPANY. 11.1 Conditions precedent to any transfer 11.1.1 References in this article 11 to Shares shall also be construed to mean any other securities in the Company, unless explicitly provided otherwise.

23 Subject to the provisions set forth in this article 11, the Shareholders cannot transfer any Shares to any person or legal entity and any such transfer of Shares shall not be enforceable towards the other Shareholders and the Company unless: A. the transferring Shareholder notifies the Board in writing of the proposed transfer of Shares at least (i) ten (10) Business Days prior to the effective transfer to a Permitted Transferee (except if the proposed transfer of Shares is due to any change of law, regulation or rule which makes it unlawful for the transferring Shareholder to hold the Shares, in which case the transferring Shareholder notifies the Board as soon as possible after being informed of the relevant events requiring the transfer) or (ii) twenty (20) Business Days prior to the effective transfer for any other transfer (the Confirmation Notice); and B. the proposed transferee is a party to the Agreement or has signed an Accession Deed. 11.1.2 The Confirmation Notice must contain (i) the surname, full name, address, occupation, or in the case of a corporate entity the corporate name and registered office of the transferee, (ii) the number and classes of Shares that are transferred, (iii) the price and the conditions (save for the transfers to a Permitted Transferee referred to under paragraph (c) of the corresponding definition of this expression), and (iv) a copy of the Accession Deed duly executed by the transferee, as mentioned in article 11.1.1. above. 11.2 Permitted Transfers 11.2.1 Subject to the accomplishment of the conditions precedents set forth in article 11.1, a Shareholder (the Original Shareholder) may transfer all or any of his or its Shares to a Permitted Transferee without restriction as to price or otherwise. 11.2.2 A Permitted Transferee may transfer some or all of their Shares back to the Original Shareholder or to another Permitted Transferee of the Original Shareholder without restriction as to price or otherwise. Such transferee shall be deemed a Permitted Transferee. 11.2.3 Where under the provision of a deceased Shareholder’s will or laws as to intestacy, the persons legally or beneficially entitled to any Shares, whether immediately or contingently, are Permitted Transferees of the deceased Shareholder, the legal representative of the deceased Shareholder may transfer any Share to those Permitted Transferees, in each case without restriction as to price or otherwise. Shares previously transferred as permitted by this article 11.2.3 may be transferred by the transferee to any other Permitted Transferee of the Original Shareholder without restriction as to price or otherwise. 11.2.4 If a Permitted Transferee who was a Member of the Same Group as the Original Shareholder ceases to be a Member of the Same Group as the Original Shareholder, the Permitted Transferee must not later than ten (10) Business Days after the date

24 on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to have given a Transfer Notice in respect of those Shares. This article 11.2.4 may be disapplied in respect of any particular transfer to a Permitted Transferee by Preferred Majority Consent. 11.2.5 Unless otherwise agreed in writing between the Company and the Original Shareholder, if a Permitted Transferee who was a Member of the Same Fund Group as the Original Shareholder ceases to be a Member of the Same Fund Group, the Permitted Transferee must not later than five (5) Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Fund Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to give a Transfer Notice in respect of such Shares on the first Business Day after the expiry of that five Business Day period. This article 11.2.5 may be disapplied in respect of any particular transfer to a Permitted Transferee by Preferred Majority Consent or by decision of the Board. 11.2.6 Trustees, nominees of custodians may (i) transfer Shares to a Qualifying Company or (ii) transfer Shares to the Original Shareholder or to another Permitted Transferee of the Original Shareholder or (iii) transfer Shares to the new or remaining trustees upon a change of Trustees without restrictions as to price or otherwise. 11.2.7 No transfer of Shares may be made to Trustees unless the Board is satisfied: (a) with the terms of the trust instrument and in particular with the powers of the Trustees; (b) with the identity of the proposed Trustees; (c) the proposed transfer will not result in 50 per cent. or more of the aggregate of the Company’s share capital being held by Trustees of that and any other trusts; and (d) that no costs incurred in connection with the setting up or administration of the Family Trust in question are to be paid by the Company. 11.2.8 If a Permitted Transferee who is a Qualifying Company of the Original Shareholder ceases to be a Qualifying Company of the Original Shareholder, it must within five (5) Business Days of so ceasing, transfer the Shares held by it to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) (and may do so without restriction as to price or otherwise) failing which it will be deemed (unless it obtains the approval of the Board), to have given a Transfer Notice in respect of such Shares on the first Business Day after the expiry of that five (5) Business Day period. 11.2.9 If a Permitted Transferee who is a spouse or civil partner of the Original

25 Shareholder ceases to be a spouse or civil partner of the Original Shareholder whether by reason of divorce or otherwise he must, within 15 Business Days of so ceasing either: (a) execute and deliver to the Company a transfer of the Shares held by him to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) for such consideration as may be agreed between them; or (b) give a Transfer Notice to the Company in accordance with article 11.4, failing which he shall be deemed to have given a Transfer Notice on the first Business Day after the expiry of that 15 Business Day period. 11.2.10On the death (subject to article 11.2.3), bankruptcy, liquidation, administration or administrative receivership of a Permitted Transferee (other than a joint holder) his personal representatives or trustee in bankruptcy, or its liquidator, administrator or administrative receiver must within five (5) Business Days after the date of the grant of probate, the making of the bankruptcy order or the appointment of the liquidator, administrator or the administrative receiver (as applicable) execute and deliver to the Company a proof of a transfer of the Shares held by the Permitted Transferee without restriction as to price or otherwise. The transfer shall be to the Original Shareholder if still living (and not bankrupt or in liquidation) or, if so directed by the Original Shareholder, to any Permitted Transferee of the Original Shareholder. If the transfer is not executed and delivered within five (5) Business Days of such period or if the Original Shareholder has died or is bankrupt or is in liquidation, administration or administrative receivership, the personal representative or trustee in bankruptcy or liquidator, administrator or administrative receiver (as applicable) will be deemed to have given a Transfer Notice on the first Business Day after the expiry of that five Business Day period. 11.2.11A transfer of any Shares approved by the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) may be made without restriction as to price or otherwise and with any such conditions as may be imposed. 11.2.12Any Shares may at any time be transferred where there is a sale of the entire issued share capital of the Company to a Holding Company, pursuant to a Proposed Reorganisation. 11.2.13Any Shares may be transferred at any time pursuant to the exercise of a call option, in accordance with the Agreement. 11.3 Founder and Key Manager Restrictions The Founders and Key Manager may not transfer their securities of the company within the first two (2) years after 4 November 2024, except: (i) the unrestricted transfers pursuant to article 11.2 (except article 11.2.11),

26 (ii) pursuant to the application of the Drag Along Right, as set out in article 11.7, (iii) pursuant to the exercise of a call option, in accordance with the Agreement, or (iv) with Preferred Majority Consent. 11.4 Right of first refusal 11.4.1 Without prejudice to the other provisions of article 11 (and in particular to the rights included in article 11.2), in the event that a Shareholder (the Transferor) wishes to transfer any or all of his Shares (or securities convertible into or exchangeable for Shares) (the Offered Shares) to any person other than a Permitted Transferee of such Shareholder, he shall first give written notice of such intention to the Board (the Transfer Notice). For the avoidance of any doubt, the Transfer Notice can be part of the Confirmation Notice. Accordingly, upon receipt of the Transfer Notice, the condition precedent as set out in article 11.1.1.A. shall be deemed to be fulfilled. 11.4.2 The Transfer Notice shall: (a) specify the number and class of the Offered Shares and the percentage they represent of the total number of shares held by the Transferor; (b) specify if the Transferor wishes to transfer the Offered Shares to a third party, the name of the proposed transferee; (c) specify the requested price per Offered Share (the Requested Price); (d) specify the anticipated closing date for the transfer of the Offered Shares; and (e) fully describe the other terms and conditions on which the Transferor has agreed to transfer the Offered Shares (the Requested Terms). If no cash price is specified by the Transferor, the Requested Price must be agreed by the Board. In addition, if the Requested Price is not specified in cash, an equivalent cash value price must be agreed between the Transferor and the Board. In both cases, the price will be deemed to be the Fair Value of the Offered Shares if no price is agreed within five (5) Business Days of the Company receiving the Transfer Notice. Delivery of a Transfer Notice constitutes the Company as the agent of the Transferor for the sale of the Offered Shares at the Requested Price. 11.4.3 The Board shall give written notice to the Major Investors in order to enable each Major Investor to exercise a right of first refusal (the Right of First Refusal) on such Offered Shares, within ten (10) Business Days following the receipt by the Board of the Transfer Notice (the Right of First Refusal Invitation Notice). The Right of First Refusal Invitation Notice shall include a copy of the Transfer Notice. 11.4.4 Each Major Investor who wishes to purchase Offered Shares at the Requested Price

27 and under the Requested Terms shall within ten (10) Business Days following the receipt of the Right of First Refusal Invitation Notice, notify the Board thereof, indicating the number of Offered Shares that it wishes to purchase. Any Major Investor who does not notify the Board within such period of ten (10) Business Days shall be deemed not to exercise its Right of First Refusal. 11.4.5 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for more than one hundred percent (100%) of the Offered Shares, each Major Investor who exercised its Right of First Refusal pursuant to article 11.4.4 shall be allocated a number of Offered Shares pro rata to its shareholding compared to the other Major Investors who exercised their Right of First Refusal pursuant to article 11.4.4, provided that such Major Investor shall not be allocated more Offered Shares than it requested to purchase. If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for one hundred percent (100%) or less than one hundred percent (100%) of the Offered Shares, each such Major Investor shall be allocated the number of Offered Shares that it requested to purchase. 11.4.6 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for less than one hundred percent (100%) of the Offered Shares, the Board shall, within five (5) Business Days following the expiry of the period provided for in article 11.4.4, send a written notice hereof to all Major Investors that exercised their Right of First Refusal in the first round. These Major Investors shall have a Right of First Refusal on the Offered Shares that are not taken in the first round (the Remaining Offered Shares). 11.4.7 Each Major Investor who wishes to purchase the Remaining Offered Shares at the Requested Price and under the Requested Terms shall within five (5) Business Days following receipt of the notice provided for in article 11.4.6, notify the Board thereof, indicating the number of Remaining Offered Shares that it wishes to purchase. Any Major Investor who does not notify the Board within such period of five (5) Business Days shall be deemed not to exercise its second Right of First Refusal. 11.4.8 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.7 in aggregate for more than one hundred percent (100%) of the Remaining Offered Shares, the Remaining Offered Shares shall be allocated to the Major Investors who exercised their Right of First Refusal pursuant to article 11.4.7 pro rata, compared to the other Major Investors who exercised their Right of First Refusal pursuant to article 11.4.7, with respect to the number of Remaining Offered Shares they requested to purchase. If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.7 in aggregate for one hundred percent (100%) of the Remaining Offered Shares or less, each such Major Investor shall be allocated the number of Remaining Offered Shares that it requested to purchase. 11.4.9 The Board shall inform the Transferor and the Major Investors, who exercised any Right of First Refusal, in writing of the final outcome of the Right of First Refusal

28 procedure set out in articles 11.4.1 to 11.4.8 (including) within five (5) Business Days following the expiry of the period set out in article 11.4.4 or article 11.4.7, as the case may be. 11.4.10Contrary to article 1583 of the (former) Belgian Civil Code and subject to article 11.4.11, the ownership of the Offered Shares purchased by a Major Investor shall be transferred to such purchasing Major Investor upon payment by him of the Requested Price per purchased Offered Share within sixty (60) calendar days following the date of his first notice informing the Transferor that he wishes to purchase Offered Shares. Upon payment of the Requested Price and compliance with the specified terms and conditions, the Board shall have the power to record the transfer in the Company’s share register. 11.4.11If the Major Investors have not exercised their Rights of First Refusal with respect to all the Offered Shares or Remaining Offered Shares (any such Shares being the Unrestricted Shares), the Unrestricted Shares become freely transferable by the Transferor (subject to article 11.5 below) during a period of six (6) months as from the date of the Transfer Notice at a price not less than the Requested Price and under terms and conditions similar not more favourable than the Requested Terms. For transfers after this six (6) months’ period the procedure set out in this article 11.4 will have to be applied again. 11.4.12In the event that a Major Investor has any specific requirements around settlement of the purchase price in respect of any transfer pursuant to this article 11.4, such Major Investor shall communicate such request to the Board who shall seek to accommodate such requirements (insofar as reasonable) in the process set out above. 11.4A Valuation of Shares 11.4A.1 If no Requested Price can be agreed between the Transferor and the Board in accordance with provisions of article 11.4.2 or otherwise then, on the date of failing agreement, the Board shall either: (a) appoint an expert valuer in accordance with article 11.4A.2 (the Expert Valuer) to certify the Fair Value of the Offered Shares; or (b) if the Fair Value has been certified by an Expert Valuer within the preceding 12 weeks, specify that the Fair Value of the Offered Shares will be calculated by dividing any Fair Value so certified by the number of Offered Shares to which it related and multiplying such Fair Value by the number of Offered Shares the subject of the Transfer Notice. 11.4A.2 The Expert Valuer will be either: (a) the Statutory Auditor; or

29 (b) if otherwise agreed by the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) and the Transferor, an independent firm of Chartered Accountants to be agreed between the Board and the Transferor. 11.4A.3 The Fair Value of the Offered Shares shall be determined by the Expert Valuer on the following assumptions and bases: (a) valuing the Offered Shares as on an arm’s-length sale between a willing seller and a willing buyer; (b) if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (c) that the Offered Shares are capable of being transferred without restriction; (d) valuing the Offered Shares as a rateable proportion of the total value of all the issued Shares (excluding any Shares held in treasury) without any premium or discount being attributable to the percentage of the issued share capital of the Company which they represent but taking account of the rights attaching to the Offered Shares; and (e) reflect any other factors which the Expert Valuer reasonably believes should be taken into account. 11.4A.4 If any difficulty arises in applying any of these assumptions or bases then the Expert Valuer shall resolve that difficulty in whatever manner it shall in its absolute discretion think fit. 11.4A.5 The Expert Valuer shall be requested to determine the Fair Value within 20 Business Days of its appointment and to notify the Board of their determination. 11.4A.6 The Expert Valuer shall act as expert and not as arbitrators and their determination shall be final and binding on the parties (in the absence of fraud or manifest error); 11.4A.7 The Board will give the Expert Valuer access to all accounting records or other relevant documents of the Company subject to them agreeing to such confidentiality provisions as the Board may reasonably impose. 11.4A.8 The Expert Valuer shall deliver its certificate to the Company. As soon as the Company receives the certificate it shall deliver a copy of it to the Transferor. 11.4A.9 Unless the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) determines otherwise, the cost of obtaining the certificate shall be borne by the Transferor.

30 11.5 Co-Sale Right 11.5.1 Without prejudice to the other provisions of article 11, no transfer of any Common Shares held by a Founder or Key Manager may be made or validly registered unless the relevant Founder or Key Manager and any Permitted Transferee of that Founder or Key Manager (the Key Transferor) shall have observed the following procedures of this article 11.5 unless it has been determined, by Preferred Majority Consent, that this article 11.5 shall not apply to such transfer. 11.5.2 For the purposes of disapplying the procedures of article 11.5, any Shares held by a Key Transferor or its Affiliates shall be excluded from contributing towards the Preferred Majority Consent. 11.5.3 After the Key Transferor has gone through the Right of First Refusal process set out in article 11.4, the Key Transferor shall give the Company and each Major Investor (an Equity Holder) not less than 15 Business Days’ notice in advance of the proposed sale (a Co-Sale Notice). The Co-Sale Notice shall specify: (a) the identity of the proposed purchaser (the Buyer); (b) the number of Common Shares which the Key Transferor proposes to sell; (c) the price per share which the Buyer is proposing to pay to the Key Transferor and the Equity Holder; (d) the manner in which the consideration is to be paid; and (e) the address where the counter-notice should be sent. 11.5.4 The Company shall have five (5) Business Days to decide by approval of the Board (including at least two (2) Investor Directors) whether it wishes to acquire all of the Common Shares offered by the Transferor at the proposed price by sending a counter-notice to the Buyer and the Equity Holders. Upon service of the counter-notice on the Transferor by the Company, the Transferor must, against payment of the purchase price, transfer the Common Shares to the Company in the terms set out in the Co-Sale Notice. 11.5.5 If the Company does not elect to exercise its purchase right in article 11.5.3 and does not serve a counter-notice on the Transferor and the Equity Holders, the Equity Holders shall have a further ten (10) Business Days to notify the Transferor that they wish to sell a certain number of Shares held by them at the proposed sale price, by sending a counter-notice which shall specify the number of Shares which such Equity Holder wishes to sell. The maximum number of shares which an Equity Holder can sell under this procedure shall be: ( X )xz y

31 Where: X = is the number of Preferred Shares held by the Equity Holder; Y = is the total number of Preferred Shares held by the Equity Holders; and Z = is the number of Common Shares the Transferor proposes to sell. Any Equity Holder who does not send a counter-notice within such ten (10) Business Day period shall be deemed to have specified that they wish to sell no Shares. 11.5.6 Following the expiry of fifteen (15) Business Days from the date the Equity Holders receive the Co-Sale Notice, the Transferor shall be entitled to sell to the Buyer on the terms notified to the Equity Holders a number of Shares not exceeding the number specified in the Co-Sale Notice less any Shares which Equity Holders have indicated they wish to sell, provided that (i) at the same time the Buyer (or another person) purchases from the Equity Holders the number of Shares they have respectively indicated they wish to sell on terms no less favourable than those obtained by the Transferor from the Buyer, (ii) the Equity Holders shall not be required to agree to any restrictive covenant in connection with such sale (including without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale), and (iii) no Equity Holder shall be required to provide any representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of such Equity Holder’s title to the Shares to be transferred and such Equity Holder’s capacity to enter into the transactions required to execute such sale. 11.5.7 No sale by the Transferor shall be made pursuant to any Co-Sale Notice more than three (3) months after service of that Co-Sale Notice. 11.5.8 Transfers of Shares made by Equity Holders exercising their Co-Sale Right in accordance with this article 11.5 shall not be subject to article 11.4. 11.6 Control tag along right 11.6.1 Without prejudice to the other provisions of article 11, in case a Shareholder and/or a bona fide third party obtain(s), individually or jointly, a Decisive Influence (as defined hereafter) in the Company (the Decisive Shareholder), each of the Major Investors (except for the Decisive Shareholder) has a put option to transfer all of its Shares, subject, however, to the Right of First Refusal set out in article 11.4, to the Decisive Shareholder (the Control Tag Along Right), regardless whether such a Decisive Influence has been obtained through the transfer of Shares, the subscription of shares or otherwise. 11.6.2 Such person shall have a Decisive Influence in the Company in case it, together with its Affiliates, Member of the Same Group and/or Member of the Same Funds Group acquires, directly or indirectly, control over the Company as defined in

32 article 1:14 of the Belgian Code for Companies and Associations. 11.6.3 The Control Tag Along Right shall be exercisable by the Major Investors at a price per Share computed as the highest per share paid by the Decisive Shareholder over the last twelve (12) months to obtain a Decisive Influence in the Company. 11.6.4 The Decisive Shareholder shall give notice hereof to the Board (the Decisive Influence Notice), within ten (10) Business Days following the event pursuant to which he obtained a Decisive Influence on the Company. 11.6.5 The Board shall give written notice to each of the Major Investors: (a) in the event a Shareholder and/or a bona fide third party obtain(s), individually or jointly, a Decisive Influence in the Company or (b) of the Decisive Influence Notice (as the case may be), within five (5) Business Days following respectively (i) a Shareholder and/or a bona fide third party obtaining, individually or jointly, a Decisive Influence in the Company or (ii) receipt of the Decisive Influence Notice, in order to allow each of the Major Investors to exercise their Control Tag Along Right (the Control Tag Along Invitation Notice). 11.6.6 The Major Investors wishing to exercise their Control Tag Along Right shall, within twenty (20) Business Days following receipt of the Control Tag Along Invitation Notice, so notify the Decisive Shareholder and the Board in writing (the Control Tag Along Exercise Notice). Any Major Investor who does not notify the Board within such period of twenty (20) Business Days shall be deemed not to exercise its Control Tag Along Right. 11.6.7 The price for the Shares of the Major Investors who exercised their Control Tag Along Right shall be paid by the Decisive Shareholder and the Shares shall be transferred to the Decisive Shareholder at the latest ten (10) Business Days following receipt by the Decisive Shareholder of the Control Tag Along Exercise Notice. 11.6.8 The expenses incurred in respect of any work relating to the exercise of the Control Tag Along Right, including, but not limited to, any legal costs and fees, shall be borne by each of the Major Investors who exercised their Control Tag Along Right pro rata their respective part of the total amount of the proceeds paid for the shares by the Decisive Shareholder to the respective Major Investors. 11.6.9 In connection with a sale pursuant to the exercise of their Control Tag Along Right, the Major Investors shall not be required to (i) agree to any restrictive covenant (including without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale), (ii) provide any

33 representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of such Major Investor’s title to the Shares to be transferred and such Major Investor’s capacity to enter into the transactions required to execute such sale. 11.7 Drag Along Right 11.7.1 If the Preferred Majority propose to transfer all of their interest in the Shares (the Preferred Shareholders agreeing to such proposal the Dragging Parties) with a bona fide transferee (the Prospective Transferee) in a transaction that is approved by the Board (following a majority vote including an affirmative vote from an Investor Director): A. the Right of First Refusal set forth in article 11.4, the Co-Sale Right set forth in article 11.5 and the Control Tag Along Right set forth in article 11.6 shall not be applicable; and B. the Dragging Parties may require each of the holders of Shares and any holders of rights to subscribe for shares (including through conversion) (the Dragged Parties) to sell and transfer their Shares and rights to the Prospective Transferee as part of such proposed transaction (or such other actions as necessary to effect the relevant transaction) upon the same terms and conditions, as accepted by the Dragging Parties (it being understood, however, that Securities giving right to shares shall be considered on a “per share, as if exercised/converted basis”, deducting their exercise/conversion price per Share) (the Drag Along Right). In the event that the consideration to be paid to the holders of Preferred C Shares in the proposed transaction is less than 2.0x the Preferred C Issue Price (as adjusted for any Reorganisation), the Preferred C Majority Consent shall be required to effect the Drag Along Right with respect to the Preferred C Shares. In the event that the consideration to be paid to the holders of Preferred D Shares in the proposed transaction is less than 2.0x the Preferred D Issue Price (as adjusted for any Reorganisation), the Preferred D Majority Consent shall be required to effect the Drag Along Right with respect to the Preferred D Shares. 11.7.2 The consideration (payable in cash or otherwise) for which the Dragged Parties shall be obliged to sell each of their Shares shall be that to which they would be entitled if the total consideration proposed to be paid, allotted or transferred by the Prospective Transferee were distributed to the Dragged Parties and the Dragging Parties in accordance with the provisions of article 35. 11.7.3 In the event that the Dragging Parties, in connection with the Drag Along Right, appoint a shareholder representative approved by Preferred Majority Consent (a Shareholder Representative), with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following completion of the transaction, each Dragged Party shall be deemed (i) to consent to: (x) the appointment of such Shareholder Representative; (y) the establishment of any

34 applicable escrow, holdback, expense or similar fund in connection with any indemnification or similar obligations; and (z) the payment of such Dragged Party’s applicable portion (from the applicable escrow, holdback fund or expense fund or otherwise) of any and all reasonable and properly incurred fees and expenses of such Shareholder Representative, in each case in connection with such Shareholder Representative’s services and duties in connection with such Drag Along Right and its related service as the representative of the Dragged Parties; and (ii) not to assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its service as the Shareholder Representative, absent gross negligence, fraud or willful misconduct on the part of the Shareholder Representative. 11.7.4 The Dragging Parties (or one or more persons designated by them) shall inform the Board in writing of their decision to exercise their Drag Along Rights, together with: (i) the name of the party to whom the Shares are being sold; (ii) the consideration for the Shares being sold (calculated in accordance with article 35; and (iii) the proposed date of the transfer and sale (the Drag Along Notice). For the avoidance of any doubt, the Drag Along Notice can be part of the Transfer Notice, as the case may be. The Board shall, within five (5) Business Days as of the date of the Drag Along Notice, inform the Dragged Parties thereof. Following the payment of the consideration for the Shares being sold, the Shares and, as the case may be, any other Securities of the Company of the Dragged Parties, shall transfer automatically and by operation of law to the Prospective Transferee in accordance with the above. 11.7.5 In the event that a Dragged Party does not provide the Prospective Transferee, within twenty (20) Business Days from the date on which the information is given by the Board, with the necessary details or other assistance to enable the Prospective Transferee to make the payment, then the Prospective Transferee shall make the payment to the Company, which shall hold the funds for and on behalf of the Dragged Party concerned and which shall transfer those funds, at the first request of such Dragged Party, to the latter (without any interest). 11.7.6 The ownership of the relevant shares shall be transferred at the date the ownership of the shares of the Dragging Parties is transferred to the Prospective Transferee. The Board or the persons designated by it shall have the power to record the transfer in the share register of the Company. 11.7.7 The expenses incurred in respect of any work relating to the exercise of the Drag Along Right, including, but not limited to, any legal costs and fees, shall be borne by each of the Shareholders pro rata their respective part of the total amount of the proceeds paid for the shares by the Prospective Transferee. 11.7.8 In connection with a sale pursuant to the exercise of the Drag Along Right and except with their consent, Dawn, Sanofi and the Major Investors that are Dragged Parties shall not be required to (i) agree to any restrictive covenant (including

35 without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale) and (ii) provide any representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of Dawn’s, Sanofi’s or such Major Investor’s (as applicable) title to the Shares to be transferred and Dawn’s, Sanofi’s or such Major Investor’s (as applicable) capacity to enter into the transactions required to execute such sale. In addition to the foregoing, (i) the liability of Fidelity, Dawn, Canaan, Redmile, Pfizer, BIVF, EQT and Sanofi shall be (x) several (and not joint), (y) pro rata the number of Shares transferred and (z) capped at the amount of proceeds received by each of them, and (ii) Fidelity, Pfizer, BIVF, EQT and Sanofi shall not be required to provide any release of claims other than a release in customary form arising from its capacity as a Shareholder. Such exceptions as they relate to Fidelity, Dawn, Canaan, Redmile, Pfizer, BIVF, EQT and Sanofi, respectively, may only be waived with Fidelity’s, Dawn’s, Canaan’s, Redmile’s, Pfizer’s, BIVF’s, EQT’s and Sanofi’s respective written consent. A Dragged Party shall not be required to and shall not in any way be bound by any provisions of any instrument of transfer or other documents which would purport to require any such person to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective affiliates, except that a Dragged Party may be required to agree to terminate the investment-related documents between or among such Dragged Party, the Company and/or other Shareholders of the Company. 11.8 Holding Company Reorganisation 11.8.1 In the event of a Holding Company Reorganisation approved by: (i) Preferred Majority Consent and (ii) the Board (a Proposed Reorganisation), each Shareholder shall: (x) consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Reorganisation; and (y) take all such actions to tender their Shares as required pursuant to the Proposed Reorganisation, including, inter alia, the execution of a power of attorney by each Shareholder (except for Fidelity) approving the appointment of one or more Directors (or directors of the new Holding Company) as the Shareholder’s attorney to take all such actions for and on behalf of such Shareholder (the Reorganisation Actions). The Shareholders shall be required to take all Reorganisation Actions with respect to the Proposed Reorganisation as are reasonably required by the Board to facilitate the Proposed Reorganisation provided that nothing in this article 11.8.1 shall require any Shareholder to take any unlawful action or step. If any Shareholder (other than Fidelity) fails to comply with the provisions of this article 11.8, the Company shall be constituted as the agent of each defaulting Shareholder for taking such Reorganisation Actions as are necessary to effect the Proposed Reorganisation and the Directors shall be empowered to execute and deliver on behalf of such defaulting Shareholder the necessary documents to effect the Proposed Reorganisation, including, without limitation, any share exchange agreement and/or stock transfer form(s) and/or indemnity for any lost share certificate(s).

36 11.8.2 The Company shall procure that the new Holding Company shall ensure that the shares issued by it to the Shareholders (or a subsequent holder, as the case may be) pursuant to the Holding Company Reorganisation will be fully paid-up as to the amount determined in accordance with this article 11.8 and which new shares shall be subject to the constitutional documents of the new Holding Company and otherwise (subject to the express provisions of such constitutional documents) have the same rights as all other new Holding Company shares of the same class in issue at the time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment and issue of such new Holding Company shares). 11.8.3 On any person, following the date of completion of a Holding Company Reorganisation, becoming a Shareholder pursuant to the exercise of a pre-existing option or warrant giving the right to acquire Shares in the Company or pursuant to the conversion of any convertible security of the Company or otherwise (a New Reorganisation Shareholder), the New Reorganisation Shareholder shall then be bound to do all such acts and things necessary in order to transfer all such resulting Shares to the new Holding Company, and the provisions of this article 11.8 shall apply with the necessary changes to the New Reorganisation Shareholder provided that nothing in this article 11.8 shall require any such New Reorganisation Shareholder to take any unlawful action or step. 11.9 Lock Up 11.9.1 Other than the sale of any Shares to an underwriter pursuant to an underwriting agreement, each Shareholder shall only be required to enter into a separate lock-up agreement in respect of (or similar undertaking in relation to the retention, disposal or manner of disposal of) the Shares held by it immediately prior to an IPO, for not more than 180 days after the completion of the IPO in a form approved by the Board acting with Preferred Majority Consent if and to the extent reasonably required by the Company’s underwriters in order to facilitate an IPO, provided that: (a) all directors, officers of the Company and holders of at least 1% of the issued share capital (on an As Converted Basis) enters into a similar lock-up agreement or undertaking; (b) the lock up agreements or undertakings to be entered into by the other Shareholders are on no more onerous terms in all material respects to those which are entered into by all directors, officers of the Company and holders of at least 1% or more of the issued share capital (on an As Converted Basis); and (c) if any of the obligations described in this article 11.9 are waived or terminated with respect to any Shares held by any Shareholder, with the exception of a waiver or termination as a result of death or incapacity of a Shareholder that is a natural person, the restrictions shall be waived or

37 terminated for each Shareholder pro rata the percentage of the Shares held by the applicable Shareholder. 11.9.2 Any Shares acquired by a Shareholder in the open market, as part of a secondary issuance or offerings in or after the IPO or any transfers of securities to Permitted Transferees shall not be subject to the restrictions set out in this article 11.9, provided that, in case of a transfer of securities to a Permitted Transferee, such Permitted Transferee shall be bound by the restrictions set out in this article 11.9 in the same manner as the Original Shareholder. 11.9.3 If any Shareholder fails to comply with the provisions of this article 11.9, the Company shall be constituted the agent of each defaulting Shareholder (other than Redmile, Fidelity and EQT) in order to take such actions as the Company considers reasonable in order to give effect to this article 11.9 and the Director may authorise an officer of the Company or a Director to execute and deliver on behalf of such defaulting Shareholder the necessary documents to effect the lockup, including, without limitation, a lock-up agreement, in a form approved by Preferred Majority Consent. With respect to Fidelity and EQT, none of the provisions of this article 11.9 shall be amended, terminated or waived without its consent, insofar as they relate to Fidelity and EQT, respectively. CHAPTER III. BODIES OF THE COMPANY. SECTION 1. General meeting Article 12.-ANNUAL MEETING- EXTRAORDINARY GENERAL MEETING. 12.1.1 If The annual general meeting of the Company shall be held on the fourth Tuesday of the month April at 4 PM (Brussels time). However, should this day be a legal holiday, the annual general meeting of the Company will take place on the next working day. 12.1.2 The annual general meeting of the Company is held at the registered office of the Company or in the commune of the registered office of the Company or at any other location as set out in the convening notice. 12.1.3 The extraordinary or special general meetings of the Company are held at the place indicated in the invitation notice. Article 13.-NOTICES. 13.1.1 The notices of any general meeting of the Company shall state the agenda of the general meeting and shall be issued at least 15 days prior to the date of the general meeting. 13.1.2 The persons, who need to be convened to the meeting in accordance with the applicable legal provisions and who have participated in the meeting, shall be considered as validly convened.

38 Article 14.-DISPOSAL OF DOCUMENTS. Together with the notice for any general meeting of the Company, a copy of the mandatory documents which must be provided at least 15 days prior to the date of the general meeting pursuant to the Belgian Code for Companies and Associations shall be sent to the persons who are entitled to such documents under any applicable legal provisions, unless such person has waived this formality in writing. Article 15.-ADMISSION TO THE MEETING. To be admitted to the general meeting, each owner of securities who has the right to be convened at the general meeting of the Company in accordance with the applicable legal provisions, must, if this is required in the convening notice, at least three days before the date set for the meeting, notify the management body of his intention to participate at the meeting, or else deposit his (certificates of) securities, at the registered office or with an institution indicated thereto in the convening notice. Article 16.-REPRESENTATION. 16.1 Each Shareholder may be represented, by way of a signed proxy, at a general meeting of the Company by a proxyholder, who needs not be a Shareholder. 16.2 The proxies may be communicated by letter, e-mail or any other means mentioned in article 2281 of the (former) Belgian Civil Code and shall be deposited at the bureau of the meeting. Moreover, the Board may demand that they be deposited at a place of its choosing three working days before the general meeting. Article 17.-ATTENDANCE LIST. The Shareholder or their proxyholders are obliged, before being admitted to the general meeting, to sign the attendance list indicating their surname, first name(s) and domicile or the corporate name and registered office and the number of shares they represent. Article 18.-COMPOSITION OF THE BUREAU – MINUTES. The general meetings shall be chaired by the Chairperson Director or, in the latter’s absence, by his substitute or by a member of the meeting appointed by the meeting. The chairperson of the meeting appoints the secretary. Should the number of persons allow this, the meeting will appoint two vote counters upon proposal of the chairperson. The minutes of the general meetings of Shareholders shall be signed by the members of the bureau and the Shareholders who wish to do so. These minutes shall be kept in a special register. Article 19.-DELIBERATION – QUORUM REQUIREMENTS. No meeting can deliberate on items which are not included on the agenda, unless all shares are present at the meeting and the decisions are taken by unanimous votes. Unless the Belgium Code for Companies and Associations, the Agreement or these articles provide for more stringent majority and quorum requirements, a general meeting shall be validly constituted provided that at

39 least one half of the Shares, including the Preferred B Majority, the Preferred C Majority and Preferred D Majority, is present or represented at the meeting in person or by proxy and all decisions are made by a simple majority of the votes cast. If this quorum is not reached at a first general meeting, the Board may, in accordance with these articles, convene a new general meeting (with the same agenda) to take place no sooner than ten (10) Business Days following the first general meeting. Such second general meeting can deliberate validly, irrespective of the Shareholders present or represented at that meeting, subject to article 21. Subject to article 21, Shareholders may adopt, unanimously and in writing all decisions that fall within the powers of the general meeting, with the exception of those decisions that must be recorded in a notarial deed. Article 20.-VOTING RIGHTS. Each share carries one vote and the voting rights attaching to the Preferred D Shares, Preferred C Shares, the Preferred B Shares and the Preferred A Shares shall be calculated as if all Preferred D Shares, Preferred C Shares, Preferred B Shares and Preferred A Shares had converted into Common Shares in accordance with article 8.2. The classes of Shares will vote together and not as separate classes, except as otherwise provided in these articles or the Agreement or as otherwise required by law. Voting in writing is allowed. In this case the letter containing the vote mentions every item of the agenda and the words “accepted” or “rejected”, followed by the signature (handwritten or by electronic means); it has to be sent to the Company at the latest on the day before the meeting. Article 21.-MAJORITY. Except in the cases where the law, the Agreement or these articles provide more stringent provisions, the decisions are taken by ordinary majority of the votes cast. The following decisions by the general shareholders’ meeting shall require Preferred Majority Consent, notwithstanding more stringent provisions in the law, the Agreement or these articles: (a) any distribution of dividends; (b) any further issue of Shares by the Company; (c) any amendment to these articles or the rights attaching to any Shares; (d) any merger, sale or listing of the Company, and any sale of all or an important part of the assets of the Company (which for completeness, includes an Exit and an IPO); (e) any bankruptcy, liquidation, dissolution or judicial reorganisation of the Company; (f) the entering into of any joint venture; (g) any Holding Company Reorganisation;

40 (h) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its Subsidiaries, in which the Company or its Subsidiaries are not the surviving entity; (i) any issuance and grant of options or warrants other than under the Employee Stock Option Plan and within the ESOP Cap; (j) any increase to the ESOP Cap; (k) other than as expressly contemplated by the Agreement, these articles or the 2024 Subscription Agreement as regards any Investor (except Pfizer), enter into or vary any transaction or arrangement with, or for the benefit of any of the Directors or Shareholders or any person who is an Affiliate of the Directors or Shareholders other than employment and equity incentive arrangements in the ordinary course and consistent with the Company’s past practice; (l) granting of Shares, guarantees, payment undertakings, loans or similar undertakings which in aggregate exceed five hundred thousand euro (EUR 500,000) (other than transactions with or between subsidiaries); (m) acquisitions and disposals of a business or a real estate (or a material part thereof) by the Company; (n) increase or decrease of the Company´s capital (save pursuant to the issue of ESOP Common Shares under the Employee Share Option Plan), and the grant to the Board of the power to increase the capital by means of authorized capital as well as an increase of the authorized capital; (o) repurchase of its own Shares by the Company, save from any Leaver; (p) the appointment or removal of any person as a Director (save in accordance with clause 3 of the Agreement and article 24 of these articles); and (q) any increase in the number of Directors above eight (8). Article 22.-EXIT. 22.1 In the event of an Exit approved in accordance with the terms of these articles and the Agreement, (the Proposed Exit), all Shareholders shall consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Exit (Actions). 22.2 The Shareholders shall be required to take all Actions with respect to the Proposed Exit as are reasonably required to facilitate the Proposed Exit. 22.3 If any Shareholder (except for Fidelity and EQT) fails to comply with the provisions of this article 22, the Company shall be constituted as the agent of each defaulting Shareholder for taking the Actions necessary to effect the Proposed Exit and the Directors may authorise an officer or member to execute and deliver on behalf of such defaulting Shareholder the

41 necessary documents and the Company may receive any purchase money due to the defaulting Shareholder in trust for each of the defaulting Shareholders. 22.4 If on an Exit, a Shareholder receives any funds that were not distributed in accordance with the order of priority set out in article 35, such Shareholder shall be required to repay such funds to the Company, or in such manner as the Company may direct, within ten (10) Business Days of receipt of notice from the Board. Article 23.-COPIES AND EXCERPTS FROM THE MINUTES. The copies and/or excerpts of the minutes of the general meetings addressed to third parties are signed by the Chairperson Director, by a managing Director or by two Directors. Their signature must be preceded by an indication of the capacity in which they act. SECTION 2. Management Article 24.-BOARD. 24.1 The Board shall consist of at least three (3) and maximum eight (8) Directors, who need not be Shareholders, which shall be appointed by the shareholders at a general meeting of the Company in accordance with this article 24. 24.2 EQT shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series C Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.3 Redmile shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series B Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.4 The holders of a majority in number of the Preferred A Shares from time to time shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series A Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.5 The Board (acting by majority vote excluding the CEO Director then appointed (if any)) shall have the right to propose one person to act as a Director and CEO of the Company (the CEO Director) and to propose that any such person be removed as CEO Director and propose another CEO Director in his or her place and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.6 Subject to Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two natural persons to act as non-executive independent Directors (each an Independent Director and together the Independent Directors) and to remove any Independent Director so proposed and propose another Independent Director in his or her place. One Independent Director (as proposed by the Board) shall serve as the chairperson of the Board (the Chairperson Director). Both Independent Directors shall, in the reasonable opinion of the Board, have relevant industry expertise, and one of the

42 Independent Directors shall serve as the chairperson of the Company’s audit committee, and shall also need to have the necessary competence and experience in finance, accounting and auditing. 24.7 Subject to the consent of at least one Investor Director and Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two further natural persons to act as non-executive Directors, and to remove any such Director so proposed and propose another Director in his or her place. 24.8 Each of the Directors appointed pursuant to this article 24 shall be elected from a list of at least two (2) candidates for each position to be filled proposed by the relevant Shareholder or group of Shareholders. 24.9 The Shareholder or group of Shareholders entitled to propose candidates for a position as a Director shall notify the Company and the other Shareholders in writing of the identity of their nominees at least fifteen (15) days prior to the general meeting at which the Director(s) are to be appointed. 24.10 The appointment, removal and replacement of a Director proposed pursuant to articles 24.2, 24.3, 24.4, 24.5, 24.6 and 24.7 shall be effected at a general meeting convened for that purpose by the Company within fifteen (15) days of receiving notice from the relevant Shareholder or group of Shareholders pursuant to article 24.9 at which the Shareholders shall vote their shares in favour of the proposal by the relevant nominating Shareholder or Shareholders. 24.11 Any vacancy on the Board must be filled within one (1) month following the date on which such position became vacant. If a Shareholder or group of Shareholders entitled to propose a Director in accordance with this article 24 fail to present a proposed candidate within such one (1) month period, the shareholders’ meeting may appoint, at its discretion, a Director to fill the position for which no candidate was presented, until such Shareholder or group of Shareholders has presented its candidate for such position. Such failure to present candidates does not entail a waiver from the right to present candidates for election, and the Shareholder or group of Shareholders entitled to propose candidates for a Director’s mandate shall have the right to request that a new general meeting of the Company be convened to elect the candidates that shall be so presented by it or them for election. 24.12 In case a vacancy occurs on the Board and a Director needs to be co-opted, the same right of proposal shall be vested to the Shareholder or group of Shareholders which had proposed the Director for the position that has become vacant. 24.13 If and for so long as they continue to hold Preferred Shares: (a) Fidelity may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place;

43 (b) Dawn may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise, and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place; (c) Canaan may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise, and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place; (d) Biodiscovery 5 FPCI may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. 24.14 The appointment or removal of an Observer pursuant to 24.13 shall be by notice in writing from the appointing Shareholder (or, in the case of the Fidelity Investors, FMR) and shall take effect when received by the Company at its registered office or produced to a meeting of the Board (or committee of the Board). 24.15 A Key Manager who is a Type A Leaver, a Type B Leaver or a Type C Leaver (as the case may be), as defined in the Agreement, will immediately resign from his/her directorship. 24.16 The Directors may be either natural persons or legal persons. When a legal person is appointed as a Director, it appoints a permanent representative from among its partners, managers, directors or employees who is charged with the execution of the assignment in the name and on behalf of the legal person. The latter may not dismiss his representative without at the same time appointing a successor. The appointment and termination of the mandate of the permanent representative shall be subject to the same rules of disclosure as if he were carrying out this mandate in his own name and for his own account. 24.17 The duration of their assignment may not exceed six years. The assignments end immediately after the annual meeting of the year in which they expire. They may be dismissed at any time by the general meeting. The Directors may be reappointed when their mandate expires. 24.18 The Company will reimburse the Directors and the Observers with the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. For the avoidance of doubt, no business advisory, monitoring or other fee will be paid to the Investor Directors, the Observers or the Shareholders entitled to propose the appointment of the Investor Directors or the Observers. Article 25.-BOARD MEETINGS. 25.1 The Board shall meet at least four (4) times per year at any other location acceptable to the members of the Board, with such greater frequency as the Directors may require in the

44 interest of the Company. Unless determined otherwise by the Board, at least two (2) meetings per year shall be held in person. 25.2 Notices to attend the Board meeting must be in writing and delivered to each Director and Observer at the latest ten (10) Business Days prior to the meeting. The Board may validly deliberate and decide without furnishing proof of the compliance with this formality with respect to the calling of the meeting, provided that all Directors are present or have waived their right in writing to be formally invited to the meeting. 25.3 Each Director may, by any written form of communication bearing his signature, authorise another member of the Board to represent him at a specific meeting. A Director may represent several of his colleagues and may, in addition to his own vote, cast as many votes as he has received proxies. 25.4 The Board shall be validly constituted to decide on the issues listed on the agenda provided that a majority of the Directors, including the CEO Director and at least one (1) Investor Director is present or validly represented at the meeting. Minutes of all Board and any committee. meetings shall be sent to each Director within thirty (30) Business Days of such meetings. 25.5 If at a meeting of the Board, the quorum is not met, a second meeting of the Board with the same agenda shall be convened within twenty (20) Business Days following the first meeting which can validly decide only on the items on the first meeting’s agenda whatever the number and class of Directors present or validly represented. 25.6 The Board can meet by telephone or videoconference or any other method by which each Director or Observer is able to be understood by the other Directors or Observers present. Article 26.-DELIBERATIONS. 26.1 Unless a higher threshold or specific consent is otherwise required under these articles or the Agreement, every decision of the Board shall be valid if approved by a majority of Directors present or represented at the relevant meeting. 26.2 The Board may pass resolutions by unanimous written consent in accordance with the applicable rules of the Belgian Code for Companies and Associations. 26.3 Each Director has one (1) vote but may cast, in addition to his own vote, as many votes as he has powers of attorney from his fellow Directors. 26.4 The following decisions shall require the approval of the Board (including approval of at least one (1) Investor Director, if appointed): (a) changes to the registered office, the head-office or a branch office of the Company; (b) establishment of any joint-venture agreement or long term agreement with a duration of more than three years (unless such long term agreement may be terminated at will with no more than three months’ notice);

45 (c) approval of the Business Plan (as defined in the Agreement) or any material updates thereof; (d) approval of the annual financial, operating and investment budget for the Company or any material updates thereof; (e) approval of investments or expenditures exceeding the approved annual budget of the Company by one million euro (EUR 1,000,000.00) or more; (f) appointment, terms of such appointment (including remuneration and any amendments to the terms of such appointment) and dismissal of members of the executive management of the Company; (g) determination of the powers of the managers responsible for the day-to-day management; (h) management of every stock option plan, such as the Employee Stock Option Plan defined in the Agreement (including granting of warrants thereunder); (i) any transactions, arrangements or agreements between the Company and any shareholder or person or Company affiliated to a shareholder or Director; (j) sale, transfer or disposal of any substantial part or asset or right of the Company with a value over five hundred thousand euro (EUR 500,000); (k) approval of and/or modification to any agreements concerning the disposal or acquisition of Intellectual Property rights (other than in the ordinary course of business); (l) any decision to apply Book XX of the Code of Economic Law; (m) issuance of securities of any class or convertible bonds, subscription warrants or other instruments that may give the holder thereof rights to receive, acquire or subscribe to shares in the Company other than options or warrants granted under the ESOP Stock Option Plan (or any previously approved stock option plan); (n) repurchase of its own shares by the Company; (o) engage in any court action or conduct any litigation, arbitration or similar litigation proceedings (other than for collecting claims of the company and taking actions that cannot be reasonably postponed without negative consequences for the Company) on behalf of the Company; (p) changing the accounting policies of the Company; (q) providing an indemnity or guarantee (other than in the ordinary course of business);

46 (r) any participation in other companies, mergers or acquisitions, including disposal or acquisition of any securities in the capital of any other Company or establishment of any new branch or subsidiary of the Company; (s) granting or receiving of loans, financing or security obligations not previously approved by the Board (other than transactions with or between subsidiaries); (t) incurring debt in excess of five percent (5%) of the Series C Investment, as defined in the Agreement; (u) transactions outside the ordinary course of business (as set forth in the Business Plan (as defined in the Agreement)) or changes to the nature of the Company’s business; (v) connected party transactions other than transactions with or between subsidiaries; (w) entering into any contract with an aggregated annual value above three million euro (EUR 3,000,000); or (x) selecting an independent expert for the purposes of clause 3.4 of the Anti-Dilution B Warrants, the Anti-Dilution C Warrants and/or the Anti-Dilution D Warrants. Article 27.-MINUTES. 27.1 The decisions of the Board are recorded in minutes signed by the Chairperson Director, or, in the latter’s absence, by his substitute or by a member of the Board appointed to act as chair of the meeting by the Board, the secretary and the members who so desire and shall be recorded in a special register. 27.2 Any proxy received by a Director shall be attached to the minutes of the meeting for which they were given. 27.3 The copies or extracts to be submitted to a court of law or elsewhere are validly signed by the Chairperson Director, the CEO Director or by two Directors. Article 28.-EXECUTIVE POWERS - ALLOCATION OF DUTIES WITHIN THE BOARD. 28.1 The Board is authorized to carry out all acts necessary or useful for the achievement of the Company’s purpose, with the exception of those acts for which, according to the Belgian Code for Companies and Associations, only the general meeting is competent and any acts that expressly require the consent of the Shareholders pursuant to these articles. 28.2 Advisory Committees The Board may set up one or more advisory committees from among its members and under its liability. It shall define their composition and their tasks. 28.3 Daily management

47 The board may delegate the daily management of the Company, the management of one or more sectors of its activities or the implementation of the decisions of the Board to one or more Directors, managers or proxy holders, whether or not Shareholders. If a Director is charged with the daily management, he bears the title of “managing director”. If a non-Director is charged with the daily management, he or she shall bear the title of manager or general manager or any other title to which he or she is referred in the appointment decision. The Board, as well as the proxies for the daily management within the framework of this daily management, may also grant specific powers to one or more persons of their choice. Article 29.-REPRESENTATION AUTHORITY. 29.1 The Company shall be validly represented vis-à-vis third parties, before the court and in the documents, including those requiring the intervention of a public official or a notary public, by two (2) Directors acting jointly. 29.2 Within the framework of the daily management, the Company is also validly represented by a person charged with daily management (Director or non-Director). 29.3 The Company is also, within the framework of their mandate, validly represented by a special proxyholder. 29.4 Furthermore, the Company may be represented abroad by any person expressly appointed for this purpose by the Board. SECTION 3. Control Article 30.-CONTROL. The auditing of the financial situation, the annual accounts and the regularity of the transactions to be reported on in the annual accounts is conferred to one or more statutory auditors, or, in the absence of a statutory auditor, to each Shareholder. CHAPTER IV. FINANCIAL YEAR – ANNUAL ACCOUNTS – DISTRIBUTION OF PROFITS. Article 31.-FINANCIAL YEAR – ANNUAL ACCOUNTS – ANNUAL REPORT. The accounting year starts on the first of January and shall end on the thirty- first of December of each year. Article 32.-DISTRIBUTION OF PROFITS. 32.1 Subject to article 32.2, from the net profits of the Company, at least five percent (5%) shall be set aside each year to constitute the legal reserve. Such deduction shall no longer be required as soon as this legal reserve reaches one tenth of the Company’s capital. Upon

48 proposal of the Board, the general meeting shall annually decide on the allocation of the balance of the net profits. 32.2 The Company will, without any need for a resolution of the Board or of the Company, and before application of any profits to reserve or for any other purpose, but subject to and conditional upon the occurrence of a Liquidity Event, pay: (a) first, (and in priority to any classes of Shares), the holder of the Class A Preference Profit Sharing Certificate in accordance with the principles set out in article 39 of these articles; (b) second, (and in priority to any other classes of Shares), to the holders of Preferred D Shares a fixed cumulative cash preferential dividend in respect of each Preferred D Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred D Share (the Preferred D Dividend); (c) third, (and in priority to any other classes of Shares other than the Preferred D Shares), to the holders of Preferred C Shares a fixed cumulative cash preferential dividend in respect of each Preferred C Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred C Share (the Preferred C Dividend); (d) fourth, (and in priority to any other classes of Shares other than the Preferred D Shares and the Preferred C Shares), to the holders of Preferred B Shares a fixed cumulative cash preferential dividend in respect of each Preferred B Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred B Share (the Preferred B Dividend); and (e) fifth (and in priority to any other classes of Shares other than the Preferred D Shares, the Preferred C Shares and the Preferred B Shares), to the holders of Preferred A Shares a fixed cumulative cash preferential dividend in respect of each Preferred A Share held by them at the annual rate of 6 per cent. of the applicable Issue Price per Preferred A Share (the Preferred A Dividend), in each case to be paid to the person registered as its holder on a Liquidity Event. 32.3 The Preferred D Dividend, the Preferred C Dividend, the Preferred B Dividend and the Preferred A Dividend shall be calculated on a daily basis from the date of issue of the relevant Preferred D Share, Preferred C Share, Preferred B Share or Preferred A Share (as the case may be) until the relevant Liquidity Event. 32.4 Subject to payment of the Preferred Dividends, the Board shall be entitled to determine whether any profits legally available for distribution with respect to any financial year of the Company will be distributed among the holders of the Shares (pari passu as if the Shares constituted one class of share), in which case such profits shall be distributed to Shareholders pro rata to their respective holdings of Shares (calculated on an As Converted Basis and fully diluted basis).

49 32.5 For the purposes of this article 32, with respect to Shares that are not fully paid up, “Issue Price” shall be construed as “the amount of the Issue Price actually paid up”. Article 33.-INTERIM DIVIDENDS. The Board is authorised to pay an interim dividend on the result of the financial year, subject to compliance with the conditions of article 7:213 of the Belgian Code for Companies and Associations and subject to the application of the same preference rules as referred to in article 35. Article 34.-PROHIBITED DISTRIBUTION. Any distribution of dividends made contrary to the law, the terms of these articles or the Agreement must be repaid by the Shareholder who received it. Article 35.-LIQUIDITY PREFERENCE. 35.1 In case distributions of proceeds or assets are made to the Shareholders as a result of (i) payment of dividends, capital reduction, or share buy-back; (ii) a bankruptcy, liquidation, dissolution or judicial reorganisation of the Company; (iii) an Asset Sale; (iv) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity; (v) a Share Sale, or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above, (individually and collectively referred to as a Liquidity Event), it being understood that an IPO shall not constitute a Liquidity Event, the holder of the Class A Preference Profit Sharing Certificate shall be entitled to receive, after the payment (or other satisfaction) of the Company’s liabilities, for the Class A Preference Profit Sharing Certificate it holds at the time of the Liquidity Event, in preference of each of the Shareholders, a Liquidation Interest Profit Share, in accordance with the principles set out in article 39 of these articles. 35.2 The surplus assets of the Company following payment of the Liquidation Interest Profit Share shall be applied (to the extent the Company is lawfully able to do so): (a) first, in paying to each holder of Preferred D Shares in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred D Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred D Dividend), or if greater, the amount that each holder of Preferred D Shares would receive on an As-Converted Basis (the D Preference Amount) (provided

50 that if there are insufficient surplus assets to pay the amounts due under this article 35.2(a), the available surplus assets shall be distributed to the holders of Preferred D Shares pro rata to their respective holdings of Preferred D Shares); (b) second, in paying to each holder of Preferred C Shares in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred C Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred C Dividend), or if greater, the amount that each holder of Preferred C Shares would receive on an As-Converted Basis (the C Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(b), the available surplus assets shall be distributed to the holders of Preferred C Shares pro rata to their respective holdings of Preferred C Shares); (c) third, in paying to each holder of Preferred B Shares, in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred B Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred B Dividend) or if greater, the amount that each holder of Preferred B Shares would receive on an As-Converted Basis (the B Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(c), the available surplus assets shall be distributed to the holders of Preferred B Shares pro rata to their respective holdings of Preferred B Shares); (d) fourth, in paying to each holder of Preferred A Shares, in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred A Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred A Dividend) or if greater, the amount that each holder of Preferred A Shares would receive on an As-Converted Basis (the A Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(d) the available surplus assets shall be distributed to the holders of Preferred A Shares pro rata to their respective holdings of Preferred A Shares and the applicable Issue Price for such Preferred A Shares); 35.3 In case the amount paid per Preferred D Share to the holders of Preferred D Shares at the occasion of a prior Liquidity Event (the Prior D Payment) is lower than the D Preference Amount, as calculated at the effective date of the Prior D Payment, then the holders of Preferred D Shares shall be entitled to receive at a next Liquidity Event, per Preferred D Share they hold, in preference to the holders of any other classes of shares, an amount equal to the difference between the D Preference Amount (calculated at the effective date of the Prior D Payment) and the Prior D Payment, wherein the resulting difference is adjusted with respect to any additional Preferred D Dividend payable for the period starting from the effective date of the Prior D Payment until the effective date of payment at the next Liquidity Event (the Outstanding D Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding D Liquidity Preference in case of staged Liquidity Events. 35.4 In case the amount paid per Preferred C Share to the holders of Preferred C Shares at the occasion of a prior Liquidity Event (the Prior C Payment) is lower than the C Preference

51 Amount, as calculated at the effective date of the Prior C Payment, then the holders of Preferred C Shares shall be entitled to receive at a next Liquidity Event, per Preferred C Share they hold, in preference to the holders of any other classes of shares other than the Preferred D Shares, an amount equal to the difference between the C Preference Amount (calculated at the effective date of the Prior C Payment) and the Prior C Payment, wherein the resulting difference is adjusted with respect to any additional Preferred C Dividend payable for the period starting from the effective date of the Prior C Payment until the effective date of payment at the next Liquidity Event (the Outstanding C Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding C Liquidity Preference in case of staged Liquidity Events. 35.5 In case the amount paid per Preferred B Share to the holders of Preferred B Shares at the occasion of a prior Liquidity Event (the Prior B Payment) is lower than the B Preference Amount, as calculated at the effective date of the Prior B Payment, then the holders of Preferred B Shares shall be entitled to receive at a next Liquidity Event, per Preferred B Share they hold, in preference to the holders of any other classes of shares other than the Preferred D shares and the Preferred C Shares, an amount equal to the difference between the B Preference Amount (calculated at the effective date of the Prior B Payment) and the Prior B Payment, wherein the resulting difference is adjusted with respect to any additional Preferred B Dividend payable for the period starting from the effective date of the Prior B Payment until the effective date of payment at the next Liquidity Event (the Outstanding B Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding B Liquidity Preference in case of staged Liquidity Events. 35.6 In case the amount paid per Preferred A Share to the holders of Preferred A Shares at the occasion of a prior Liquidity Event (the Prior A Payment) is lower than the A Preference Amount, as calculated at the effective date of the Prior A Payment, then the holders of Preferred A Shares shall be entitled to receive at a next Liquidity Event, per Preferred A Share they hold, in preference to the holders of any other classes of shares other than the Preferred D Shares, the Preferred C Shares and the Preferred B Shares, an amount equal to the difference between the A Preference Amount (calculated at the effective date of the Prior A Payment) and the Prior A Payment, wherein the resulting difference is adjusted with respect to any additional Preferred A Dividend payable for the period starting from the effective date of the Prior A Payment until the effective date of payment at the next Liquidity Event (the Outstanding A Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding A Liquidity Preference in case of staged Liquidity Events. 35.7 In case there is any positive balance of surplus assets after complete fulfilment of the D Preference Amount, the C Preference Amount, the B Preference Amount and the A Preference Amount (or after complete fulfilment of the last Outstanding D Liquidity Preference, the last Outstanding C Liquidity Preference, the last Outstanding B Liquidity Preference and Outstanding A Liquidity Preference in case of staged Liquidity Events), each of the holders of Common Shares (i.e. for the avoidance of any doubt, excluding the ESOP Common Shares) will be entitled to receive per Common Share held at the time of the Liquidity Event an amount equal to the subscription price per Share at the occasion of the Seed Investment (i.e. forty euro (EUR 40) per Share) (the Catch-Up Amount). This

52 process will be reiterated until complete fulfilment of the Catch-Up Amount in case of staged Liquidity Events. 35.8 In case there is any positive balance of surplus assets after complete fulfilment of the D Preference Amount, the C Preference Amount, the B Preference Amount and the A Preference Amount (or after complete fulfilment of the last Outstanding D Liquidity Preference, the last Outstanding C Liquidity Preference, Outstanding B Liquidity Preference and Outstanding A Liquidity Preference in case of staged Liquidity Events) and after complete fulfilment of the Catch-Up Amount, the remaining proceeds and assets will be distributed to all Shareholders pro rata to their security holding (to the extent such securities are actually paid up) on an as-if-converted basis. 35.9 In the event of a Liquidity Event whereby the proceeds of such Liquidity Event are received by the Company, the Shareholders shall cause the Company to distribute the proceeds to the security holders as outlined above, taking into account any existing and future liabilities of the Company, including, as the case may be any payment obligation outstanding under the License Agreement. 35.10 For the purposes of this article 35, with respect to Shares that are not fully paid up, “Issue Price” shall be construed as “the amount of the Issue Price actually paid up”. CHAPTER V. DISSOLUTION AND LIQUIDATION. Article 36.-DISSOLUTION. The general meeting may at any time dissolve the Company, respecting the quorum and majority requirements for modifications of the by-laws. Article 37.-DISSOLUTION AND LIQUIDATION. 37.1 If the Company is dissolved followed by a liquidation one or more liquidators shall be appointed by the general meeting. 37.2 The appointment of one or more liquidators must be notified to the chairperson of the Commercial Court in order to receive its approval in accordance with article 2:84 of the Belgian Code for Companies and Associations. 37.3 They dispose of the powers set forth in articles 2:87 and 2:88 of the Belgian Code for Companies and Associations, without the need for further special authorisation by the general meeting. However, the general meeting may at all times restrict these powers by simple majority. 37.4 All assets of the Company must be sold unless the general meeting decides otherwise. 37.5 If not all the shares have been paid up to the same extent, the liquidators restore the balance, either by making additional calls, or by making provisional payments.

53 CHAPTER VI. GENERAL PROVISIONS. Article 38.-ELECTION OF DOMICILE. Every Director, statutory auditor or liquidator residing abroad is deemed, for the duration of his function, to have elected domicile at the registered office of the Company where all communications, notifications and summonses can be validly served. Article 39.-CLASS A PREFERENCE PROFIT SHARING CERTIFICATE. 39.1 The Company has issued one (1) profit sharing certificate, named “Class A Preference Profit Sharing Certificate”. 39.2 The “Class A Preference Profit Sharing Certificate” does not represent the capital of the Company. 39.3 The “Class A Preference Profit Sharing Certificate” is and remains registered. The ownership title of the “Class A Preference Profit Sharing Certificate” is exclusively determined by the entry in a special register of profit certificates kept at the registered office of the Company. 39.4 The “Class A Preference Profit Sharing Certificate” was granted to the private company with limited liability “Argenx”, established at 9052 Zwijnaarde, Industriepark Zwijnaarde 7 / C, RCE Gent division Gent VAT BE 0818.292.196, within the framework of and as sole consideration under the license by Argenx to the company of the “argenx Intellectual Property”, in accordance with the Research and Commercialization License agreement of 14 March 2019 between the Company and Argenx, as amended from time to time (including on 3 October 2023) (the License Agreement). This License Agreement also sets out further agreements regarding the further development of the “argenx Intellectual Property”. 39.5 The “Class A Preference Profit Sharing Certificate” is subject to the same transfer restrictions as the Company’s shares, as set out in article 11 of these articles. The transfer of the “Class A Preference Profit Sharing Certificate” will only become effective after the entry in the register of profit certificates of the statement of transfer as dated and signed by the transferor and the transferee or their representatives. 39.6 The “Class A Preference Profit Sharing Certificate” is indivisible and the Company recognizes only one owner per Class A Preference Profit Sharing Certificate. If several persons have rights with respect to the “Class A Preference Profit Sharing Certificate”, the exercise of these rights will be suspended until one person is designated as the owner of the Class A Preference Profit Sharing Certificate with respect to the Company.

54 39.7 In the circumstances set out below, the “Class A Preference Profit Sharing Certificate” shall grant entitlement to a liquidation share, the “Liquidation Interest Profit Share” of 6.60% of the amounts that would be distributable to the Shareholders of the Company. For the avoidance of doubt, the “Liquidation Interest Profit Share” shall for all purposes of these terms and conditions, be calculated on all distributions to the Shareholders of the Company, even if they do not relate to the share of the argenx Intellectual Property licensed under the License Agreement to the Company. The aforementioned share of the “Liquidation Interest Profit Share” of 6.60% will be further adjusted in the event of one (or more) capital increase(s) of the Company to be subscribed to in majority by a new Shareholder against a “pre-money” valuation of the shares of the Company that exceeds two hundred and twenty-five million EUR (€225,000,000) (“Dilutive Issue”). The adjusted percentage share of the “Liquidation Interest Profit Share” will be calculated as follows new “Liquidation Interest Profit Share” = X * [(Y * W/Y)] / [(Y * W/Y) + (V * Z)] whereby: V = the number of shares the Company shall issue in the Dilutive Issue; W = two hundred and twenty-five million EUR (€225,000,000); X = the percentage of the “Liquidation Interest Profit Share” immediately prior to the Dilutive Issue; Y = total number of outstanding shares of the Company immediately prior to the Dilutive Issue; Z = the issue price per share of the Dilutive Issue. 39.8 The “Class A Preference Profit Sharing Certificate” is issued for an indefinite period of time, it being understood that the “Class A Preference Profit Sharing Certificate” shall automatically expire (i) upon termination of the License Agreement due to a ‘Material Breach’ or ‘Insolvency’ (respectively articles 8.2. and 8.3. of the License Agreement) on the part of Argenx and (ii) in the event of IPO. Immediately prior to the realization of such IPO, it will convert automatically into a number of Common Shares, such number being determined as a percentage of the total number of outstanding shares in the Company. The applicable percentage will be determined in accordance with the “Liquidation Interest Profit Share” on the total number of outstanding shares (on a fully diluted basis) of the Company immediately prior to this IPO. If there has been one or more Dilutive Issuance prior to the IPO, then the applicable conversion rate will be adjusted in accordance with the formula in article 39.7 above.

55 39.9 In the event of a “Liquidity Event” (as defined in article 35 of these articles), the “Class A Preference Profit Sharing Certificate” will be entitled to receive a “Liquidation Interest Profit Share” in accordance with article 39.7 above in priority to all other shares or securities of the Company and calculated on what is effectively distributed to the Shareholders of the Company. For the avoidance of doubt, in case of, but not limited to, a Share Sale, the “Class A Preference Profit Sharing Certificate” shall be entitled to receive a part of the purchase price for the transfer of shares and the “Class A Preference Profit Sharing Certificate”, which shall be equal to the “Liquidation Interest Profit Share”, calculated on the purchase price for the transfer of the shares and the “Class A Preference Profit Sharing Certificate”. 39.10 In the event the Company grants a license, enters into a partnership or otherwise disposes of rights with respect to “Licensed Products” as defined in the License Agreement, and a distribution of dividends, or any other form of distribution to the Shareholders is realized (a Realisation Distribution), the “Class A Preference Profit Sharing Certificate” shall in priority on all other shares or securities of the Company be entitled to receive a “Liquidation Interest Profit Share” from this Realisation Distribution. More generally, in the event that the Company decides to distribute a profit (dividend), part of the distributable amount will be granted as dividend to the “Class A Preference Profit Sharing Certificate” equal to a “Liquidation Interest Profit Share” in accordance with article 39.7 above. 39.11 The holder of the “Class A Preference Profit Sharing Certificate” has no voting rights at the general meetings, except in the cases determined by the Belgian Code for Companies and Associations. In such cases, the “Class A Preference Profit Sharing Certificate” entitles the holder to one vote. The holder of the “Class A Preference Profit Sharing Certificate” will in such cases always exercise its voting rights in the interest of the Company for all market-based decisions relating to the financing of the Company and if and to the extent that the decision to be taken does not disproportionately affect the rights attached to the “Class A Preference Profit Sharing Certificate”. The holder of the “Class A Preference Profit Sharing Certificate” will be invited to general Shareholders’ meetings in the same way as the holders of capital shares and is entitled to receive similar information as a Shareholder. In general, the number of voting rights granted to profit sharing certificates may not exceed half of the total number of votes granted to the holders of the issued capital shares. Subsequently, the votes cast by the holders of profit certificates may under no circumstances be taken into account for more than two-thirds of the number of votes cast by the holders of the capital shares. 39.12 The holder of the “Class A Preference Profit Sharing Certificate” has in no case a preferential subscription right and in particular no such rights in the event of a capital increase or in the event of the issue of new profit certificates by the Company. 39.13 When the Company enters into a strategic transaction, such as the granting of a licence on, a sale of one or more assets, a merger, demerger, contribution or acquisition of a branch of activity or any similar transaction, it shall ensure that the holder of the “Class A Preference Profit Sharing Certificate”, for everything not expressly provided for in the conditions of issue of this security, is equally (pari passu) involved in such transaction and consequently

56 receives information in an equal manner, receives the same terms and equal treatment in all parameters of the transaction. ========================================================== Brussels, 2024. AUTHENTICATED. Notary public,

Exhibit 3.2

"AgomAb Therapeutics"

Limited liability company

Established in the Flemish Region

With registered address at 2600 Antwerp, Posthoflei 1, box 6

RLE Antwerp (Section Antwerp) VAT BE 0674.527.310

(the "Company")

==========================================================

Articles of association after the extraordinary general shareholders' meeting of

[●] 2026

==========================================================

CHAPTER I. LEGAL FORM – NAME –

REGISTERED OFFICE – PURPOSE – TERM.

Article 1.- LEGAL FORM – NAME.

1.1

The Company is a limited liability company ("naamloze vennootschap" / "société anonyme"), abbreviated "NV" / "SA".

1.2

Its name is "AgomAb Therapeutics".

1.3

Its name has to be preceded or followed by the designation of the company form, or the abbreviation of such form.

Article 2.- REGISTERED OFFICE.

2.1

The registered office of the Company is established in the Flemish Region.

2.2

It may be transferred to any other place in Belgium by decision of the board of directors, subject to the application of the laws on the use of languages.

2.3

The Company may, by decision of the board of directors, establish administrative offices and operating offices, branches, agencies and warehouses in Belgium or abroad.

Article 3.- OBJECT.

The Company has as its object, in Belgium as well as abroad, on its own behalf as well as on behalf of third parties, alone or in participation with third parties:

(a)

the scientific research, the clinical study, the identification, the testing, analysis and evaluation, of biological, chemical or natural products with therapeutic or diagnostic potential in the life science area in general and in the pharmaceutical, medical, chemical, veterinary sectors in particular, and the production, the marketing, the exploitation, the granting or taking of a license and in general performing all possible transactions regarding any pharmaceutical or affiliated products and formulations;

(b)

the worldwide distribution of, selling of and providing services with regard to the products of the Company directly to clients and also via third parties;

(c)

the setting up of, participating in, managing of, monitoring of and collaborating with companies and other enterprises, obtaining, maintaining, selling or by other means managing of participations and interests in other companies and enterprises;

(d)

the financing of companies and other enterprises, borrowing, lending and collecting of funds, the participation in financial transactions, including the issuance of bonds, debentures or other securities, and concluding of all agreements somehow related thereto, to enterprises and companies connected to the Company in a group and to third parties;

(e)

providing guarantees, binding of the Company and encumbering assets of the Company for the benefit of enterprises and companies with which the Company is affiliated in a group and for the benefit of third parties;

(f)

to acquire, manage, exploit and dispose of movable goods, immovable property and all asset values in general;

(g)

to trade in currencies, securities, movable goods, immovable property and asset values in general;

(h)

to acquire, exploit and trade in patents, trademarks, licenses, know-how and other industrial property rights;

(i)

to perform all types of industrial, financial and commercial activities.

The Company may in any way, participate in all companies or enterprises with a similar or a related purpose, or whose purposes are of such a nature to facilitate the realization of its own purpose.

The Company may also enter into any agreement of cooperation, rationalization, association or other with such companies or enterprises.

Article 4.- TERM.

The Company is incorporated for an indefinite term.

CHAPTER II. COMPANY'S SHARE CAPITAL AND SHARES.

Article 5.- SHARE CAPITAL.

5.1

The share capital of the Company amounts to [•] euro and [•] cents (EUR [•]). It is represented by [•] ([•]) ordinary shares, without designation of nominal value, each share representing an equal part of the share capital.

5.2.

The share capital is entirely and unconditionally subscribed for and fully paid up.

Article 6.- AUTHORISED CAPITAL.

6.1

The board of directors is authorised to increase the share capital of the company on one or several occasions by a maximum aggregate amount of EUR [100% of the company's share capital immediately following the completion of the IPO Capital Increase or, as far as relevant, immediately following the exercise of the Over-allotment Option].

6.2

The board of directors may increase the share capital by contributions in cash or in kind, by capitalisation of reserves, whether available or unavailable for distribution, and capitalisation of issue premiums, with or without the issuance of new shares, for no consideration or for consideration with an issue price below, at, or above the fractional value of the then existing shares, with or without voting rights, that will have the rights as will be determined by the board of directors. The board of directors is also authorised to use this authorisation for the issuance of convertible bonds or subscription rights, bonds with subscription rights or other securities.

6.3

This authorisation is valid for a period of five years as from the date of publication in the Annexes to the Belgian Official Gazette of an extract of [the minutes of the extraordinary general shareholders' meeting of the company held on date of the general shareholders' meeting approving the authorised capital].

6.4

In the event of a capital increase decided by the board of directors within the framework of the authorised capital, all issue premiums booked, if any, will be accounted for in accordance with the provisions of these articles of association.

6.5

The board of directors is authorised, when exercising its powers within the framework of the authorised capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction or cancellation of the preferential subscription rights can also be done in favour of members of the personnel of the company or of its subsidiaries, or in favour of one or more persons other than members of the personnel of the company or of its subsidiaries.

6.6

The board of directors is authorised, with the right of substitution, to amend the articles of association, after each capital increase that has occurred within the framework of the authorised capital, in order to bring them in conformity with the new situation of the share capital and the shares.

Article 7.- PROFIT-SHARING CERTIFICATES, SUBSCRIPTION RIGHTS (WARRANTS), CONVERTIBLE BONDS AND CERTIFICATES.

The Company can issue profit-sharing certificates, certificates, subscription rights (warrants), convertible bonds, or other securities. The Company can, for the benefit of the Company, collaborate with a third party for the issuance by this third party of certificates which represent the securities of the Company according to the provisions of article 7:61 of the Belgian Companies and Associations Code (Wetboek van vennootschappen en verenigingen) of 23 March 2019, as amended from time to time (the "Belgian Companies and Associations Code"). The Company can decide to take charge of the costs connected to the certification and to the incorporation and functioning of the issuer of the certificates. The certificate-holders, the issuer of the certificates or third parties may only rely upon the collaboration of the Company for the issuance of the certificates, if the Company confirms its collaboration by writing to the issuer. The issuer of the certificates has to make himself known to the Company in this respect. The Company takes notice of this mentioning in the concerned register of securities.

Article 8.- SHARES IN UNDIVISION.

8.1

The shares are indivisible with regard to the Company.

8.2

In case shares belong to multiple holders of rights in rem, are pledged, or in case the rights attached to the shares are subject to an undivided ownership, usufruct or any other manner of division of the rights attached to such shares, joint owners must be represented with regard to the Company by one single person; as long as this is not the case, the rights attached to these shares shall be suspended until one person has been identified towards the Company as the holder of those securities or as their joint representative. If no agreement can be reached between the titleholders, a competent judge may, upon request of the first party (including the Company, as the case may be) to take action, appoint an interim administrator to exercise the concerned rights in the interest of the joint titleholders. All notices, writs and other notifications by the Company will occur validly and exclusively, as the case may be, to the person appointed as owner vis-à-vis the Company, or to the joiny representative so appointed.

8.3

Notwithstanding the foregoing, if the shares belong to bare owners and usufructuaries all rights, including voting rights, shall be exercised by the usufructuary(ies), unless stipulated otherwise in a will or an agreement.

Article 9.- NO SERIES OF SHARES.

All of the shares belong to the same series or classes of shares and shall benefit from the same rights and privileges. There are no distinct series or classes of shares as referred to in article 7:60 of the Belgian Companies and Associations Code.

Article 10.- SHARES NOT FULLY PAID-UP – OBLIGATION TO PAY UP.

10.1

The commitment to pay up a share in full is unconditional and indivisible. Each payment called is accounted to all of the shares of which the shareholder is the owner.

10.2

If shares not fully paid up belong to several persons undividedly, each of them is responsible for the payment of the full amount of the called up payments due.

10.3

Any additional or full payment shall be requested by the board of directors at a time to be determined by it. The shareholders shall be notified of this by means of a public announcement or press release or by means of a registered letter or, for shareholders who have communicated their e-mail address to the Company in accordance with the provisions of the Belgian Companies and Associations Code, by e-mail, stating a bank account to which payment, to the exclusion of any other means of payment, must be made by bank transfer or cash deposit. The shareholder shall be in default by the mere expiry of the period specified in the notification and interest shall be due by operation of law to the Company at the statutory interest rate specified at that time, as from the date such payment call was originally payable.

10.4

As long as the requested payments due on a share have not been made in accordance with this provision, the exercise of all associated membership rights attached to the share concerned shall remain suspended by operation of law. In addition, if the shareholder fails to comply with the notice of default sent by the board of directors after the expiry of the period determined by the board of directors, the board of directors may have the shares concerned sold in the most appropriate manner, without prejudice to the Company's right to claim from the shareholder the outstanding payment as well as any damages and interests may apply.

10.5

In addition, in the event of a transfer of shares that are not fully paid up, the transferor and transferee shall, notwithstanding any provision to the contrary, be jointly and severally liable for full payment. In the case of successive transfers, all successive transferees shall be jointly and severally liable in accordance with the provisions of article 7:77 of the Belgian Companies and Associations Code.

10.6.

Early payments on shares may not be made without the prior consent of the board of directors.

Article 11.- SHARE CAPITAL INCREASE.

11.1

The share capital of the Company can be increased in accordance with the applicable legal provisions of the Belgian Companies and Associations Code.

11.2

With respect to any specific capital increase, in the event of a capital increase by contribution in cash, each shareholder has, in accordance with the provisions of the Belgian Companies and Associations Code, a statutory preferential subscription right to subscribe to the newly issued shares in proportion to his participation in the capital ("pro rata participationis"). The terms and conditions for the exercise of this statutory preferential subscription right are laid down in the Belgian Companies and Associations Code. The general shareholders' meeting or the board of directors, acting within the framework of the authorised capital, may, in the interest of the Company, restrict or dis-apply the aforementioned statutory preferential subscription right in accordance with the applicable legal provisions of the Belgian Companies and Associations Code, including to the benefit of one or more specified persons other than members of the personnel of the Company or of its subsidiaries.

Article 12.- SHARE CAPITAL DECREASE.

The share capital of the Company can be descreased in accordance with the applicable legal provisions of the Belgian Companies and Associations Code.

CHAPTER III. SHARES – OTHER SECURITIES.

Article 13.- TRANSFER OF SHARES ISSUED BY THE COMPANY

Unless provided otherwise by law, the transfer of shares or other securities issued by the Company is not subject to any transfer restriction.

Article 14.- NATURE OF SHARES ISSUED BY THE COMPANY

14.1

Shares (whether fully paid-up or not) are in registered form.

14.2

A share register is kept at the registered office of the Company and may be split by decision of the board of directors in accordance with applicable law. The board of directors can appoint a third party of its choice to keep any part of the split share register. Subject to applicable provisions of companies, financial and securities laws, and unless decided otherwise by the board of directors in accordance with these articles of association, dividends and other distributions (as the case may be) by the Company on shares can be made in euro (EUR) or United States dollars (USD) depending on the component of the (split) share register on which the shares are reflected.

The (split) register of registered shares and the registers of other registered securities, as the case may be, can be kept electronically, in accordance with applicable law.

Each holder of securities can consult the (split) register with respect to his, her or its securities. The board of directors can appoint a third party of its choice to keep this (split) electronic register.

All recordings in the (split) share register and the registers of other registered securities, including transfers and conversions, can be validly made on the basis of documents or instructions submitted electronically or via any other means by the transferor, the transferee and/or the holder of the securities, as applicable.

14.3

The general shareholders' meeting of the Company can resolve to proceed with a share split or a share consolidation in accordance with the applicable law.

Article 15.- TRANSPARENCY OBLIGATIONS

15.1

Each natural or legal person acquiring or transferring voting securities of the Company, whether or not representing the share capital of the Company, must comply with the relevant notification and information obligations that are imposed by applicable law.

15.2

Non-compliance with the relevant notification and information obligations that are imposed by applicable law in relation to the acquisition or transfer of voting securities of the Company, whether or not representing the share capital of the Company, may result, in accordance with applicable law, a suspension of the voting rights attached to the relevant voting securities or such other consequence as provided for by applicable law.

Article 16.- ISSUE OF BONDS, SUBSCRIPTION RIGHTS AND OTHER SECURITIES GIVING RIGHT TO SHARES.

16.1

The Company may issue bonds by resolution of the board of directors and on such conditions as it shall determine.

16.2

The general shareholders' meeting or the board of directors, acting within the framework of the authorized capital, may issue convertible bonds, bonds repayable into shares, subscription rights, profit-sharing certificates or any other financial instrument giving an entitlement to shares, subject to compliance with the relevant legal provisions.

16.3

In accordance with applicable law, holders of shares without voting rights, profit certificates without voting rights, convertible bonds, subscription rights or certificates which were issued with cooperation of the Company have the right to attend general shareholders' meetings, but only in a consultative capacity.

Article 17.- SUCCESSORS IN TITLE AND EXERCISE OF RIGHTS.

17.1

The rights and obligations attached to a security follow that security, regardless of whom it is transferred to.

17.2

The heirs, the creditors, and/or other beneficiaries of a shareholder cannot, on any grounds whatsoever, interfere with the management of the Company, cause seals to be laid on the goods and values of the Company, or pursue the liquidation of the Company and the distribution of its assets.

17.3

In exercising their rights shareholders are bound by the balance sheets and inventories of the Company, and must comply with and conform to the resolutions of the general shareholders' meeting of the Company.

Article 18. - ACQUISITION AND DISPOSAL OF OWN SHARES.

The Company can acquire and dispose of its own shares in accordance with the relevant legal provisions.

CHAPTER IV. BODIES OF THE COMPANY.

SECTION 1. General shareholders' meeting

Article 19.- COMPOSITION AND AUTHORITIES

The regularly composed general shareholders' meeting represents the entirety of the shareholders. The resolutions of the general shareholders' meeting are binding upon all shareholders, even those absent or those who voted against.

Article 20.- ANNUAL, SPECIAL AND EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING.

20.1

The annual general shareholders' meeting of the Company shall be held each year on the last Tuesday of the month May at 4:00 PM (Brussels time).

However, should this day be a legal holiday, the annual general shareholders' meeting of the Company will take place on the next Business Day at the same time.

A special or extraordinary general shareholders' meeting can be convened at any time in the interest of the Company, to discuss any matter falling within its powers.

20.3

The annual general shareholders' meeting of the Company is held at the registered office of the Company or in the commune of the registered office of the Company or at any other location as set out in the invitation notice.

The extraordinary or special general shareholders' meetings of the Company are held at the place indicated in the invitation notice.

Article 21.- CONVENING NOTICES.

General shareholders' meetings shall be convened in accordance with the applicable law.

Article 22.- ADMISSION TO THE MEETING.

22.1

In order to be admitted to and participate to a general shareholders' meeting, shareholders must comply with the relevant registration, notice, filing and other formalities as required by applicable law or as shall be set out (subject to applicable law) in the notice convening the meeting.

22.2

The board of directors shall have the ability to determine that the right to attend the general shareholders' meetings and to exercise the voting right at such meetings (as the case may be) is determined by the registration of the ownership of the securities concerned in the name of the holder of such securities on the third (3rd) Business Day prior to the date of the relevant general shareholders' meeting (or such other date as shall be set out in the notice convening the general shareholders' meeting, but which cannot be earlier than the 15th calendar date before the relevant general shareholders' meeting), at midnight at the end of such day (Brussels time) (such date and hour being the relevant registration date), by means of the registration of such securities in the relevant (portion of the split) register book for such securities, or in the accounts of a certified account holder or relevant central securities depositary for the securities concerned, irrespective of the number of shares the shareholder possesses at the day of the general shareholders' meeting.

22.3

The board of directors may make participation to the general shareholders' meetings dependent on a requirement of notification by the securities holders concerned to the Company, or to the person appointed for this purpose by the Company, on a date to be determined by the board of directors before the date of the scheduled meeting, that such securities holder intends to attend the meeting, stating the number of securities with which such securities holder wishes to participate. The manner in which such notification must be made (as the case may be) must be set out in the notice convening the general shareholders' meeting.

22.4

Natural persons, corporate bodies or proxy holders who participate in the general shareholders' meeting must be able to provide proof of their identity. The representatives of legal entities have to provide documents showing their capacity as corporate body or special proxy holder.

22.5

Holders of non-voting shares, non-voting profit-sharing certificates, convertible bonds, subscription rights, or certificates issued with the cooperation of the Company may attend the general meeting, but only in an advisory capacity. If they wish to participate, they will be subject to the same formalities of prior deposit and notice, of the form and the deposit of a proxy, and of admission, as those to which the shareholders are subject.

Article 23.- REPRESENTATION.

23.1

Notwithstanding applicable law with respect to legal representation, each security holder who can participate in the general shareholders' meeting, can be represented at a general shareholders' meeting by a proxy holder, who needs not be a shareholder, who has been granted a handwritten proxy or a proxy on another durable medium recognized by law. A person acting as proxy holder may carry a proxy of more than one shareholder; in such case he may vote differently for one shareholder than for another shareholder.

23.2

Such proxies must be granted and submitted to the company in accordance with the applicable law and/or as set out (in accordance with the applicable law) in the convening notice, as the case may be.

23.3

The holders of a proxy must comply with the relevant legal provisions concerning proxies for general shareholders' meetings, as relevant. The board of directors can establish a form for the proxies. The proxy forms will be made available to the security holders.

Article 24.- ATTENDANCE LIST.

The shareholders or their proxyholders are obliged, before being admitted to the general shareholders' meeting, to sign the attendance list indicating their surname, first name(s) and domicile or the corporate name and registered office and the number of shares they represent.

Article 25.- COMPOSITION OF THE BUREAU.

25.1

The general shareholders' meetings shall be chaired by the chairperson, or, in the latter's absence, by his, her or its substitute or by a member of the meeting appointed by the meeting.

25.2

The chairperson of the meeting appoints the secretary, who may be or may not be a shareholder or director. Should the number of persons allow or require this, the meeting will appoint two vote counters upon proposal of the chairperson, who may be or may not be a shareholder. Both roles may be performed by one person.

25.3

The persons mentioned in articles 25.1 and 25.2 constitute the bureau of the meeting.

25.4

The chairperson can assemble the bureau prior to the general shareholders' meeting and, as such, the assembled bureau can proceed with the verification of the proxies granted to the participants of the general shareholders' meeting prior to the opening of the meeting.

Article 26.- VOTING RIGHTS.

Each share carries one vote, unless determined otherwise by applicable law.

Article 27.- REMOTE VOTING OR PARTICIPATION.

27.1

If the convening notice so provides, a shareholder may, prior to the general shareholders' meeting, vote by mail or via electronic means using forms, the draft text of which shall be determined by the board of directors. The voting forms will be made available to the shareholders.

27.2

These votes by mail or by electronic means must be cast in accordance with the applicable law and/or as will be set out (in accordance with applicable law) in the convening notice.

27.3

In accordance with applicable law, the board of directors can also organise a remote voting by means of other electronic means of communication such as one or more websites. The board of directors is authorised to organise the practical procedures to facilitate such electronic voting.

27.4

In accordance with applicable law, the board of directors can offer security holders the possibility to participate remotely in the general shareholders' meeting via a means of communication made available by the company. The board of directors is authorised to organise the practical procedures to facilitate such remote participation by a means of communication made available by the company.

Article 28.- DELIBERATION, DECISION MAKING AND QUORUM REQUIREMENTS.

28.1

The general shareholders' meeting cannot deliberate on items that are not on the agenda or contained therein implicitly, unless all shareholders are present or represented at the meeting and unanimously consent to do so and if, in the event of a vote by mail, the form authorises a proxy holder to take such a decision. The required consent is given if no objection is recorded in the minutes of the meeting.

28.2

The general shareholders' meeting can validly deliberate and pass resolutions regardless of the number of shares present or represented, except in cases in which applicable law requires a specific attendance quorum.

28.3

The resolutions of the general shareholders' meeting are validly adopted by a simple majority of the votes validly cast at the meeting, except in cases in which applicable law requires a specific majority. In the event votes are tied, the proposal is rejected.

28.4

Voting will be by show of hands unless, in view of the number of participants or otherwise, the chairperson of the meeting thinks it preferable to vote by another method, such as voting slips or electronic means.

28.5

General shareholders' meetings may be transmitted or broadcast live by telephone conferencing or video conferencing, or any other means of transmission and/or telecommunication. By participating in general shareholders' meetings that are transmitted or broadcast, the natural persons participating in the general shareholders' meeting consent to their image being transmitted or broadcast through these transmission or telecommunication means.

Article 29.- ADJOURNMENT.

29.1

The board of directors has the right, during the annual general shareholders' meeting, to adjourn the resolution relating to the approval of the annual accounts for three (3) weeks. This adjournment does not affect the other decisions already taken, unless the general shareholders' meeting decides otherwise in this respect. The next general shareholders' meeting has the right to definitively adopt the annual accounts.

29.2

The board of directors also has the right, during the general shareholders' meeting, to adjourn any other general shareholders' meeting once by three (3) weeks. This adjournment does not affect the resolutions already passed by this meeting, unless the general shareholders' meeting decides otherwise in this respect.

29.3

At the next general shareholders' meeting, the items on the agenda on which no final decision was taken at the previous general shareholders' meeting will be dealt with further.

29.4

Subject to applicable law, additional items on the agenda may be added to the agenda of the next general shareholders' meeting.

29.5

Subject to applicable law, the formalities completed in order to attend the first general shareholders' meeting, including registration for the general shareholders' meeting, and, as the case may be, the deposit of proxies, shall remain valid for the second general shareholders' meeting.

29.6

Shareholders who were not present or represented at the previous (adjourned) general shareholders' meeting will be admitted to the next general shareholders' meeting, provided that they have complied with the formalities set out in the applicable legal provisions and these articles of association.

Article 30 - MINUTES.

30.1

Minutes shall be drawn up for each general shareholders' meeting, and the attendance list and any reports, proxies and written votes shall be attached thereto. The minutes shall be kept in a special register.

30.2

The minutes are signed by the members of the bureau and by the shareholders who wish to do so.

30.3

Except when provided otherwise by law, the copies and/or excerpts of the minutes of the general shareholders' meetings addressed to third parties are signed by the chairperson, by a managing director, by the chief executive officer, or by two directors. Their signature must be preceded by an indication of the capacity in which they act.

SECTION 2. Management

Article 31.- POWERS OF THE BOARD OF DIRECTORS.

31.1

The Company has opted for a one tier governance model whereby the board of directors has the authority to take all actions necessary or useful for the realisation of the corporate purpose of the Company, save for those actions for which only the general shareholders' meeting has authority by applicable law.

31.2

The Company, acting through the board of directors, can, to greatest extent permitted by applicable law, take out insurance coverage in order to cover liability of the directors and agents of the Company and its subsidiaries.

Article 32.- COMPOSITION OF THE BOARD OF DIRECTORS.

32.1

The Company is governed by a board of directors, acting as a collective body, and consisting of at least three (3) and maximum nine (9) directors, who need not be shareholders. They shall be appointed by simple majority of the general shareholders' meeting.

32.2

The directors may be either natural persons or legal persons. When a legal person is appointed as a director, it appoints a natural person as permanent representative in accordance with the applicable legal provisions, subject to acceptance of this person by the other members of the board of directors. The permanent representative is charged with the execution of the assignment in the name and on behalf of the legal person. The legal person may not dismiss its representative without at the same time appointing a successor. The appointment and termination of the mandate of the permanent representative shall be subject to the same rules of disclosure as if it was carrying out this mandate in its own name and for its own account.

32.3

The duration of their assignment may not exceed six (6) years. The assignments end immediately after the annual meeting in the financial year in which the term of their mandate expires in accordance with the appointment resolution.

32.4

The directors may be dismissed at any time by the general shareholders' meeting without notice or compensation in accordance with the applicable legal provisions and without prejudice to applicable contractual arrangements.

32.5

The directors may be reappointed when their mandate expires.

32.6

Should the mandate of a director become vacant, for any reason whatsoever, the remaining directors shall have the right to temporarily fill such vacancy (co-optation). The next general shareholders' meeting must confirm the mandate of the co-opted director; if confirmed, the co-opted director completes the mandate of his, her or its predecessor, unless the general shareholders' meeting decides otherwise. In the absence of confirmation, the mandate of the co-opted director ends at the end of the general shareholders' meeting, without prejudice to the regularity of the composition of the board of directors up to that moment in time. In case of more than one vacancy, the remaining directors shall have the right to fill all such vacancies simultaneously. As long as the general shareholders' meeting or the board of directors, for any reason whatsoever, does not fill the vacancy, the directors of whom the mandate has ended will remain in function if this is needed for the board of directors to maintain the minimum number of directors as required by applicable law and these articles of association.

Article 33.- REIMBURSEMENT.

The Company will reimburse the directors for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company.

Article 34.- CHAIRPERSON.

34.1

The chairperson of the board of directors is appointed by the board of directors from among its members. The chairperson of the board of directors can elect one or more vice-chairpersons.

34.2

The chairperson or, in case he, she or it is absent or hindered, a vice-chairperson, if any, or, in the absence of the latter, a director designated by the other board members present, shall chair the meetings of the board of directors.

Article 35.- CONVOCATION OF BOARD MEETINGS.

35.1

The board of directors shall meet at least four (4) times per year at any location acceptable to the members of the board of directors, with such greater frequency as the directors may require in the interest of the Company or any time two directors or the chairperson so requests. Unless determined otherwise by the board of directors, at least one (1) meeting per year shall be held in person.

35.2

The board of directors shall meet when convened by and under the presidency of the chairperson or, in case he, she or it is absent or hindered, a vice-chairperson, if any, or, in the absence the latter, a director appointed by the other directors. A board meeting must be called upon the request of one or more directors.

35.3

The notice of the meeting shall mention the place, date, hour and agenda for the meeting. Unless all directors agree otherwise, notices to attend the board meeting must be in writing and delivered to each director at the latest three (3) calendar days prior to the meeting, except in case of emergency. In case of emergency, the convening notice must be given within not less than twenty-four (24) hours, and the reasons for the emergency should be specified in the notice. The notice shall be sent out by letter, telefax, email or any other written (or electronic) means of communication specified by applicable law. The board of directors may validly deliberate and decide without furnishing proof of the compliance with this formality with respect to the calling of the meeting, provided that all directors are present or have waived their right in writing to be formally invited to the meeting.

35.4

When all directors are present or validly represented, the valid convening of the meeting cannot be challenged.

Article 36.- REPRESENTATION AND REMOTE PARTICIPATION.

36.1

Each director may, by any written form of communication bearing his, her or its signature (including an electronic signature), authorise another member of the board of directors to represent him, her or it at a specific meeting of the board of directors and to vote for him, her or it in his, her or its place. Such authorisation must be notified to the board of directors by simple letter or any other means of written (or electronic) communication. A director giving such instructions is regarded as being present at the meeting. Without prejudice to the rules of collegiality, a director may represent several of his, her or its colleagues and may, in addition to his, her or its own vote, cast as many votes as he, she or it has received proxies.

36.2

Meetings can be held by using any telecommunication means permitting a joint discussion, such as telephone conferencing or video conferencing. Directors taking part in a meeting held by conference call or video conference shall be deemed present at the meeting.

Article 37.- DELIBERATIONS.

37.1

The board of directors shall be validly constituted to decide on the items listed on the agenda provided that a majority of the directors is present or validly represented at the meeting. If at a meeting of the board of directors, the quorum is not met, a second meeting of the board of directors with the same agenda shall be convened within twenty (20) Business Days following the first meeting which can validly decide only on the items on the first meeting's agenda whatever the number of directors present or validly represented.

37.2

Unless provided otherwise by law, every decision of the board of directors shall be valid if approved by a majority of directors present or represented at the relevant meeting. Blank and invalid votes are not included in the numerator, nor in the denominator. In case of abstentions, the resolutions shall be adopted by a simple majority of the votes of the other directors present or represented at the meeting.

37.3

The board of directors can only validly deliberate and resolve on matters not appearing on the agenda if all members of the board of directors are present or represented at the meeting and have unanimously consented thereto. This consent is assumed to have been given if no objection is recorded in the minutes.

37.4

Each director has one (1) vote, but may cast, in addition to his, her or its own vote, as many votes as he, she or it has powers of attorney from his, her or its fellow directors.

37.5

In case votes are tied, the chairperson of the meeting shall not have a casting vote.

37.6

The board of directors may pass resolutions by unanimous written consent of all directors in accordance with applicable law.

Article 38.- CONFLICTS OF INTEREST

38.1

If a director has a direct or indirect financial interest which is contrary to the interest of the Company at the occasion of a decision or transaction that falls within the powers of the board of directors, the provisions of Article 7:96 of the Belgian Companies and Associations Code must be complied with by the director concerned, as well as by the board of directors in its deliberations and resolutions.

38.2

If more than one director finds himself, herself or itself in this position, the resolutions can be validly passed by the remaining directors, even if in these circumstances more than half of the directors are no longer present or validly represented.

38.3

If all directors have a conflict of interest, the decision or the transaction shall be submitted to the general shareholders' meeting. If the general shareholders' meeting approves the decision or the transaction, the board of directors may execute it.

Article 39.-MINUTES

39.1

The decisions of the board of directors are recorded in minutes signed by the chairperson, or, in the latter's absence, by his, her or its substitute or by a member of the board of directors appointed to act as chairman of the meeting by the board of directors, the secretary and the members who so desire.

39.2

Any proxy received by a director shall be attached to the minutes of the meeting for which they were given.

39.3

The minutes shall be recorded in a special register kept at the registered office of the Company.

39.4

The copies or extracts to be submitted to a court of law or elsewhere are validly signed by the chairperson, by two directors, by the chief executive officer, by a managing director, or by a special proxyholder.

Article 40.- ALLOCATION OF DUTIES WITHIN THE BOARD OF DIRECTORS.

40.1

The board of directors shall have the power and, to the extent required by applicable law, the obligation to establish, in its midst and under its responsibility, one or more advisory committees, such as (but not limited to) an audit committee, a nomination committee and a remuneration committee (which can be combined with the nomination committee). The board of directors determines the composition and duties of these committees.

40.2

The board of directors may delegate the daily management of the Company, the management of one or more sectors of its activities or the implementation of the decisions of the board of directors to one or more directors, managers or proxy holders, whether or not shareholders. If a director is charged with the daily management, he, she or it bears the title of "managing director". If a non-director is charged with the daily management, he, she or it shall bear the title of manager or general manager or any other title to which he, she or it are referred in the appointment decision.

40.3

The board of directors, within the limits of its authority, as well as the proxies for the daily management within the framework of this daily management, may also grant specific and limited powers for a specific legal act or a series of specific legal acts to one or more persons of their choice, directors or not.

Article 41.-REPRESENTATION AUTHORITY.

41.1

The board of directors shall represent the Company as a body in and out of court. It shall act through the majority of its members.

41.2

Without prejudice to the general representative powers of the board of directors as a collective body, the Company shall be validly represented vis-à-vis third parties, before the court and in the documents, including those requiring the intervention of a public official or a notary public, by two (2) directors acting jointly.

41.3

Within the framework of the daily management, the Company is also validly represented by a person charged with daily management (director or non-director), acting alone or jointly in accordance with the delegation resolution of the board of directors.

41.4

The Company is also, within the framework of their mandate, validly represented by a special proxyholder, without prejudice to the responsibility of the directors in the event of excess of power of attorney.

41.5

Furthermore, the Company may be represented abroad by any person expressly appointed for this purpose by the board of directors.

SECTION 3. Control

Article 42.- CONTROL.

42.1

The auditing of the financial situation, the annual accounts and the regularity of the transactions to be reported on in the annual accounts is conferred to one or more statutory auditors, or, in the absence of a statutory auditor, to each shareholder, in each case in accordance with applicable law.

42.2

The statutory auditors are appointed and remunerated in accordance with applicable law.

CHAPTER V. FINANCIAL YEAR – ANNUAL ACCOUNTS – DISTRIBUTION OF PROFITS.

Article 43.- FINANCIAL YEAR.

The financial year of the Company starts on the first of January and shall end on the thirty-first of December of each year.

Article 44.- DISTRIBUTION OF PROFITS.

44.1

The net profits of the financial year are constituted in accordance with the applicable legal provisions.

44.2

From the net profits of the Company, at least five percent (5%) shall be set aside each year to constitute the legal reserve. Such deduction shall no longer be required as soon as this legal reserve reaches one tenth of the Company's capital.

44.3

Upon proposal of the board of directors, the general shareholders' meeting shall annually decide on the allocation of the balance of the net profits by simple majority vote, subject to applicable law.

44.4

The board of directors shall be entitled to determine whether any profits legally available for distribution with respect to any financial year of the Company will be distributed among the holders of the shares, as well as the place, timing and manner (including applicable currency) thereof. In such case, such profits shall be distributed to shareholders pro rata to their respective holdings of shares.

44.5

The dividends will be paid at the times and places as determined by the board of directors. All dividends not claimed within five years are time-barred and remain acquired by the Company. They will be allocated to the legal reserve.

Article 45.- INTERIM DIVIDENDS.

The board of directors is authorised to pay an interim dividend on the result of the financial year and to determine the amount (including applicable currency) and the date of their payment, subject to compliance with applicable law.

Article 46.- PROHIBITED DISTRIBUTION.

Any distribution of dividends made contrary to the law or the terms of these articles of association must be repaid by the shareholder who received it.

CHAPTER VI. DISSOLUTION AND LIQUIDATION.

Article 47.- DISSOLUTION.

The general shareholders' meeting may at any time dissolve the Company, respecting the quorum and majority requirements for modifications of the by-laws.

Article 48.- DISSOLUTION AND LIQUIDATION.

48.1

Subject to the relevant legal provisions with respect to dissolution, the Company can only be dissolved by a decision of the general shareholders' meeting, deliberating in accordance with the applicable legal provisions.

48.2

The general shareholders' meeting shall have the broadest powers to determine the powers of the liquidators, determine their remuneration and grant them release from liability.

CHAPTER VII. GENERAL PROVISIONS.

Article 49. ELECTION OF DOMICILE.

49.1

Every director, person delegated to the daily management, statutory auditor or liquidator residing abroad, is deemed, for the duration of their function, to have elected domicile at the registered office of the Company, for all matters affecting the performance of their duties, where all communications, notifications and summons can be validly served on them, whereas the Company has no other obligation than to keep them available to the recipient.

49.2

The registered security holders are obliged to notify the Company of any change to their elected domicile. In absence of such notification, they are assumed to have elected domicile at their previous domicile, where all acts may be validly served or notified to them, whereas the Company has no other obligation than to keep them available to the recipient.

Article 50.- GOVERNING LAW.

All matters not expressly determined in these articles of association, or to the legal provisions from which is not validly derogated in these articles of association are subject to the provisions of the Belgian Companies and Associations Code and other provisions of Belgian law.

Article 51.- CHOICE OF FORUM.

All disputes relating to corporate matters and the implementation of these articles of association between the Company, its shareholders, holders of bonds, holders of subscription rights, or holders of other securities or certificates issued by or with the cooperation of the Company, its directors, statutory auditors, or liquidators, shall be subject to the exclusive jurisdiction of the courts of the jurisdiction of the registered office of the Company, unless otherwise determined by the applicable law.

Article 52.- PERSONNEL.

Unless the context requires otherwise or unless otherwise defined in these articles of association, for the purposes of these articles of association, "personnel" has the meaning as defined in Article 1:27 of the Belgian Companies and Associations Code.

Article 53.- BUSINESS DAY.

For the purposes of these articles of association, "Business Day" means any day from Monday to Friday (included), excluding statutory or banking holidays in Belgium or New York, the United States of America.

Exhibit 4.1

ACTIVE/202925561.5 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 4 November 2024 AGOMAB THERAPEUTICS NV AND THE SHAREHOLDERS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

ACTIVE/202925561.5 TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION ......................................................................................9 2. AMENDMENT, RESTATEMENT AND EXECUTION ...................................................................9 3. COMPOSITION OF THE BOARD ................................................................................................9 4. BOARD MEETINGS AND MAJORITIES....................................................................................12 5. INFORMATION RIGHTS ............................................................................................................13 6. US TAX PROVISIONS................................................................................................................14 7. SHAREHOLDER MEETINGS, MAJORITIES AND CONSENT MATTERS ...............................14 8. EMPLOYEE STOCK OPTION WARRANTS ..............................................................................16 9. FORMS AND CLASSES OF SHARE – RIGHTS ATTACHED TO THE SHARES.....................17 10. COMPULSORY TRANSFER OF SHARES................................................................................17 11. ISSUES AND TRANSFERS OF SHARES .................................................................................19 12. ANTI-DILUTION ..........................................................................................................................20 13. EXIT ............................................................................................................................................20 14. UNDERTAKINGS BY THE COMPANY......................................................................................21 15. RESTRICTIVE COVENANTS.....................................................................................................22 16. IMPLEMENTATION OF RIGHTS ...............................................................................................24 17. CONFIDENTIALITY ....................................................................................................................24 18. USE OF NAME ...........................................................................................................................26 19. DURATION AND TERMINATION...............................................................................................26 20. CONFLICT WITH THE NEW ARTICLES ...................................................................................27 21. FURTHER ASSURANCE ...........................................................................................................27 22. COSTS AND EXPENSES...........................................................................................................27 23. NO JOINT LIABILITY..................................................................................................................27 24. AMENDMENTS AND WAIVERS................................................................................................28 25. NOTICES IN CONNECTION WITH THIS AGREEMENT...........................................................28 26. ASSIGNMENT OF RIGHTS AND OBLIGATIONS .....................................................................34 27. ETHICAL BEHAVIOUR...............................................................................................................35 28. SEVERABILITY...........................................................................................................................36 29. NO PARTNERSHIP....................................................................................................................36 30. ENTIRE AGREEMENT...............................................................................................................36 31. NON-CONTRACTUAL CLAIMS .................................................................................................36 32. GOVERNING LAW .....................................................................................................................36 33. JURISDICTION...........................................................................................................................36 34. PROXY TO INITIAL THE AGREEMENT AND THE EXHIBITS .................................................36 35. COUNTERPARTS ......................................................................................................................36

Confidential ACTIVE/202925561.5 THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is entered into on 4 November 2024 BETWEEN: (1) AGOMAB THERAPEUTICS, a limited liability company ("naamloze vennootschap" / "société anonyme") organized and existing under the laws of Belgium, having its registered office at Posthoflei 1/6, 2600 Antwerp (Berchem), Belgium, registered with the Register of Legal Entities ("rechtspersonenregister" / "registre des personnes morales") held with the Crossroads Databank for Enterprises ("Kruispuntbank van Ondernemingen" / "Banque Carrefour des Entreprises") under number 0674.527.310 (LER Antwerp, division Antwerp) (the Company), duly represented for the purposes of this Agreement by David Epstein and Tim Knotnerus, in their capacity as director ("bestuurder" / "administrateur"). AND: (2) PAOLO MICHIELI, domiciled at Via Bellini 66, Rivalta di Torino (TO) 10040, Italy. (3) MICHAEL JOHN SCOTT SAUNDERS, domiciled at Avenue de la Jonction 38, Brussels 1190, Belgium. (4) FEDERICA CATERINA LINTY, domiciled at Via Tourneuve 5, Aosta (AO) 11100, Italy. (5) VIRGINIA MORELLO, domiciled at Via Ugo Foscolo 9, 10126 Turin, Italy. (6) MANUELA CAZZANTI, domiciled at Provinciestraat 223 bus 302, 2018 Antwerp, Belgium. (7) DE HAARD ANTIBODY TECHNOLOGIES B.V., a limited liability company ("besloten vennootschap"), organized and existing under the laws of the Netherlands, having its registered office at 't Zwint 1, Oudelande, 4436 NA, the Netherlands, registered with the commercial register under the KVK number 65961684 (De Haard Antibody Technologies), duly represented for the purposes of this Agreement by Wilhelmina Albertha de Haard – Hoekman, in her capacity as director. (8) EUREMAB SRL, a limited liability company organized and existing under the laws of Italy, having its registered office at Corso Vittorio Emanuele II 44, I-10123 Torino (TO), Italy, with number REA TO – 1221490 (EuremAb), duly represented for the purposes of this Agreement by Fiorella Altruda, in her capacity as CEO ("amministratore unico"). (9) TIM KNOTNERUS, domiciled at Leeuwerikstraat 53, 1171 TW Badhoevedorp, the Netherlands. (10) TJK LIFE SCIENCES B.V., a limited liability company ("besloten vennootschap"), organized and existing under the laws of the Netherlands, having its registered office at Leeuwerikstraat 53, 1171 TW Badhoevedorp, the Netherlands, registered with the commercial register under the KVK number 000033958076 (TJK Life Sciences B.V.), duly represented by Tim Knotnerus, in his capacity as director. (11) V-BIO FUND 1 NV, a limited liability company ("naamloze vennootschap" / "société anonyme"), organized and existing under the laws of Belgium, having its registered office at Pieter Van Reysshootlaan 2/104, 9051 Sint-Denijs-Westrem (Ghent), registered with the Register of Legal Entities ("rechtspersonenregister" / "registre des personnes morales") held with the Crossroads Databank for Enterprises ("Kruispuntbank van Ondernemingen" / "Banque Carrefour des Entreprises") under number 0642.766.540 (LER Ghent, division Ghent) (V-BIO), duly represented for the purposes of this Agreement by V-Bio Management 1 BV, represented by Christina Takke and Katja Rosenkranz, duly authorized. (12) AFB SEED FUND I, a fonds professionnel de capital investissement managed by AdBio Partners, a société par actions simplifiée incorporated under the laws of the Republic of France,

ACTIVE/202925561.5 having its registered office at 4 rue Thénard, 75005 Paris, France, registered with the Paris Trade and Companies Registry under number 814 881 520 (AFB), duly represented by Alain Huriez, in his capacity as managing director ("directeur général"). (13) BOEHRINGER INGELHEIM VENTURE FUND GMBH, a limited liability company organized and existing under the laws of the Federal Republic of Germany, having its registered office at 55216 Ingelheim am Rhein, Binger Strasse 173, Federal Republic of Germany, registered with the commercial register of the local court of Mainz under number HR B 42763 (BIVF), duly represented for the purpose of this Agreement by Dr. Frank Kalkbrenner and Holger Pittroff. (14) PONTIFAX (ISRAEL) V LIMITED PARTNERSHIP, a limited partnership, organized and existing under the laws of Israel, having its registered office at 14 Shenkar St. Herzelia, Israel, registered with the Israeli Registrar of Partnerships under number 540279270 (Pontifax Israël), duly represented by Asaf Shinar, duly authorized. (15) PONTIFAX (CAYMAN) V L.P., a limited partnership, organized and existing under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands, registered with the Registrar of Limited Partnerships under number MC-94303 (Pontifax Cayman), duly represented by Asaf Shinar, duly authorized. (16) PONTIFAX (CHINA) V L.P., a limited partnership, organized and existing under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands, registered with the Registrar of Limited Partnerships under number MC-94304 (Pontifax China), duly represented by Asaf Shinar, duly authorized. (17) PONTIFAX LATE STAGE FUND L.P., a limited partnership, organized and existing under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands, registered with the Registrar of Limited Partnerships under number MC-97739 (Pontifax Late Stage), duly represented by Asaf Shinar, duly authorized. (18) Innovation Pluriel n°4, a French fonds commun de placement dans l'innovation, represented by its general manager (société de gestion) Swen Capital Partners, a French société anonyme, with a share capital of EUR 16,143,920, which registered office is located 20-22 rue Vernier - 75017 Paris, registered with the Trade and Companies Registry of Paris under number 803 812 593 RCS Paris, represented by its delegate (délégataire de gestion) Omnes Capital, a French société par actions simplifiée with a share capital of EUR 8,000,000, which registered office is located 37-41, rue du Rocher, 75008 Paris, registered with the registry of commerce and companies under number 428 711 196 RCS Paris, Omnes Capital (Innovation Pluriel N°4) being represented by Michel de Lempdes, duly authorized. (19) FCPI CAPITAL INVEST PME 2020, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized. (20) FCPI CAPITAL INVEST PME 2019, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized. (21) FCPI CAPITAL INVEST PME 2018, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized.

ACTIVE/202925561.5 (22) FCPI CAPITAL INVEST PME 2017, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized. (23) FCPI CAPITAL INVEST PME 2016, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital (FCPI 2016) duly represented for the purposes of this Agreement by Michel de Lempdes, duly authorized. (24) TORSTEN DREIER, domiciled at Nelemeersstraat 32, 9830 Sint-Martens-Latem, Belgium. (25) BIODISCOVERY 5 FPCI, a French private equity fund represented by its management company Andera Partners SCA, a company incorporated under the laws of France, having its registered office at 2 Place Rio de Janeiro, 75008 Paris, France, registered with the Trade and Companies Registry of Paris under number 444 071 989 RCS Paris (Biodiscovery 5), duly represented for the purposes of this Agreement by Jan Van den Bossche, duly authorized. (26) REDMILE BIOPHARMA INVESTMENTS III, L.P., a limited partnership organised and existing under the laws of Delaware, having its principal place of business at Letterman Digital Arts Center, One Letterman Drive, Suite D3-300, San Francisco, California 94129, United States of America, acting by its general partner, REDMILE BIOPHARMA INVESTMENTS III (GP), LLC (Redmile), duly represented for the purposes of this Agreement by Joshua Garcia, duly authorized. (27) CORMORANT PRIVATE HEALTHCARE FUND III, LP, a limited partnership organised and existing under the laws of the State of Delaware, United States, acting by its general partner, CORMORANT PRIVATE HEALTHCARE GP III, LLC, having its principal place of business at The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States, duly represented for the purposes of this Agreement by Bihua Chen, duly authorized. (28) CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, an exempted limited partnership registered in the Cayman, acting by its general partner, CORMORANT GLOBAL GP, LLC, having its principal place of business at Clarendon Street, 52nd Floor MA 02116 Boston, United States, duly represented for the purposes of this Agreement by Bihua Chen, duly authorized. (29) CRMA SPV, LP, an exempted limited partnership registered in the Cayman Islands, acting by its attorney-in-fact, CORMORANT ASSET MANAGEMENT, LP, having its principal place of business at Clarendon Street, 52nd Floor MA 02116 Boston, United States, duly represented for the purposes of this Agreement by Bihua Chen, duly authorized. (30) JSH BIOTECH APS, a private limited company ("Anpartsselskab") organised and existing under the laws of Denmark having its principal place of business at Vingaards Alle 39, 2900 Hellerup, Denmark, duly represented for the purposes of this Agreement by John Haurum, duly authorized. (31) FAMILIEFONDS BZH, a mutual fund under Dutch law ("open fonds voor gemene rekening"), represented by Stichting BZH, a Dutch foundation ("stichting"), having its registered office at 't Zwint 1, Oudelande, 4436 NA, the Netherlands, registered with the commercial register under the KVK number 76599116, duly represented for the purposes of this Agreement by Wilhelmina Albertha de Haard – Hoekman and Hans de Haard, both in their capacity as directors. (32) PFIZER INC., a corporation organised and existing under the laws of the State of Delaware, having its principal place of business at 66 Hudson Blvd. East, New York, New York 10001, United States (Pfizer), duly represented for the purposes of this Agreement by Mike Diem, duly authorized.

ACTIVE/202925561.5 (33) WALLEYE OPPORTUNITIES MASTER FUND LTD, a company limited by shares registered in the Cayman Islands, having its principal place of business at 2800 Niagara Lane N, Plymouth Minnesota 55447, United States, duly represented for the purposes of this Agreement by William England, duly authorized. (34) FCPI CAPITAL INVEST PME 2021, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8.000.000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized. (35) SABADELL ASABYS HEALTH INNOVATION INVESTMENTS, SCR, S.A., a company organised and existing under the laws of Spain, having its registered office at Via Laietana 26, 5th floor, 08003 Barcelona, Spain, registered with the Commercial Registry of Barcelona under volume 46.606, sheet 1, page B-525.265, duly represented for the purposes of this Agreement by Clara Campàs, duly authorized. (36) ASABYS TOP UP FUND, F.C.R., a risk-capital fund organised and existing under the laws of Spain, having its registered office at Via Laietana 26, 5th floor, 08003 Barcelona, Spain, registered with the Administrative Register of Venture Capital Companies of the Spanish Securities and Exchange Commission (CNMV) under number 362, duly represented for the purposes of this Agreement by Clara Campàs, duly authorized. (37) FIDELITY GROWTH COMPANY COMMINGLED POOL, a fund organised and existing under the laws of the State of Massachusetts, having its principal place of business at 245 Summer Street, Boston, MA, 02210, United States, acting by its trustee FIDELITY MANAGEMENT TRUST COMPANY, duly represented for the purposes of this Agreement by Chris Maher, duly authorized. (38) FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY K6 FUND, a fund organised and existing under the laws of the State of Massachusetts, having its principal place of business at 245 Summer Street, Boston, MA, 02210, United States, duly represented for the purposes of this Agreement by Chris Maher, duly authorized. (39) FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND, a fund organised and existing under the laws of the State of Massachusetts, having its principal place of business at 245 Summer Street, Boston, MA, 02210, United States, duly represented for the purposes of this Agreement by Chris Maher, duly authorized. (40) FIDELITY MT. VERNON STREET TRUST: FIDELITY SERIES GROWTH COMPANY FUND, a fund organised and existing under the laws of the State of Massachusetts, having its principal place of business at 245 Summer Street, Boston, MA, 02210, United States, duly represented for the purposes of this Agreement by Chris Maher, duly authorized. (41) FIDELITY SELECT PORTFOLIOS: PHARMACEUTICALS PORTFOLIO, a fund organised and existing under the laws of the State of Massachusetts, having its principal place of business at 245 Summer Street, Boston, MA, 02210, United States, duly represented for the purposes of this Agreement by Chris Maher, duly authorized. (42) LSP 7 Coöperatief U.A., a cooperative company organised and existing under the laws of the Netherlands, having its registered office at Johannes Vermeerplein 9, Amsterdam, the Netherlands and registered with the commercial register under the KVK number 83149678 (EQT), duly represented by its sole director LSP 7 Management B.V., duly represented by Martijn Kleijwegt and René Kuijten, in their capacity as directors. (43) Memory Investments S.à.r.l., a limited liability company organised and existing under the laws of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540, Luxembourg and registered with the commercial register under the number B271832 (Dawn), duly represented for the purposes of this Agreement by either Thomas Weber or Jan Konighaus, each in their capacity as manager.

ACTIVE/202925561.5 (44) Canaan XII L.P., a limited partnership registered in the Cayman Islands, acting by its general partner, CANAAN PARTNERS XII LLC, having its principal place of business at 700 Fairfield Avenue, Suite 1, Stamford CT 06902, United States, duly represented for the purposes of this Agreement by Tim Shannon, in his capacity as manager. (45) CORMORANT PRIVATE HEALTHCARE FUND V, LP, a limited partnership organised and existing under the laws of the State of Delaware, United States, acting by its general partner, CORMORANT PRIVATE HEALTHCARE GP V, LLC, having its principal place of business at The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States, duly represented for the purposes of this Agreement by Bihua Chen, duly authorized. (46) SANOFI FOREIGN PARTICIPATIONS B.V., a private limited company ("Besloten Vennootschap"), organised and existing under the laws of the Netherlands, having its registered office at Paasheuvelweg 25, 1105 BP Amsterdam, the Netherlands (Sanofi), duly represented for the purposes of this Agreement by Josef Rytir, duly authorized. (47) INVUS PUBLIC EQUITIES, L.P., a Bermuda limited partnership, having its principal place of business at 750 Lexington Avenue, New York, NY 10022, USA (Invus), duly represented for the purposes of this Agreement by Raymond Debbane, in his capacity as President of its General Partner. (48) CORMORANT PRIVATE HEALTHCARE FUND IV, LP, a limited partnership organised and existing under the laws of the State of Delaware, United States, acting by its general partner, CORMORANT PRIVATE HEALTHCARE GP IV, LLC, having its principal place of business at The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States, duly represented for the purposes of this Agreement by Bihua Chen, duly authorized. (49) SABADELL ASABYS HEALTH INNOVATION INVESTMENTS II F.C.R., a venture capital fund, organized and existing under Spanish law incorporated and registered in the Administrative Registry of la Comisión Nacional del Mercado de Valores (CNMV) under number 393, and provided with ISIN number ES0166370009, having its registered office at Via Laietana, 26 5th floor, 08003 Barcelona, Spain, duly represented for the purposes of this Agreement by its managing company Asabys Partners, S.G.E.I.C., S.A.U., (Asabys), with registered office at Via Laietana, 26 5ª planta 08003 Barcelona registered with the CNMV number 165. Asabys is hereby duly represented by Mrs. Clara Campàs Moya, acting in her capacity as Managing Director of Asabys. (50) SABADELL ASABYS HEALTH INNOVATION INVESTMENTS 2B S.C.R., S.A., a venture capital company organized and existing under Spanish law registered with the CNMV number 472 provided with ISIN number ES0123982003, having its registered office at Via Laietana, 26 5th floor, 08003 Barcelona, Spain, duly represented for the purposes of this Agreement by its managing company Asabys Partners, S.G.E.I.C., S.A.U., (Asabys), with registered office at Via Laietana, 26 5ª planta 08003 Barcelona registered with the CNMV number 165. Asabys is hereby duly represented by Mrs. Clara Campàs Moya, acting in her capacity as Managing Director of Asabys. (51) FCPI CAPITAL INVEST PME 2023, a French fonds commun de placement dans l'innovation, represented by Omnes Capital, a French société par actions simplifiée with a share capital equal to 8,000,000 Euros, which registered office is located 37-41, rue du Rocher 75008 Paris and which registration number is 428 711 196 RCS Paris, Omnes Capital being represented by Michel de Lempdes, duly authorized. The Parties numbered (1) to (51) (inclusive) are individually referred to as a Party and jointly as the Parties. The Parties numbered (2) to (45) (inclusive) are individually referred to as an Existing Shareholder and jointly as the Existing Shareholders.

ACTIVE/202925561.5 The Parties numbered (2) to (8) (inclusive) are individually referred to as a Founder and jointly as the Founders. The Parties numbered (14) to (17) (inclusive), (25), (28), (31), (33), (34), (37) to (51) (inclusive) are individually referred to as an Investor and jointly as the Investors. The Parties numbered (14) to (17) (inclusive) are jointly referred to as Pontifax. The Parties numbered (18) to (23) (inclusive), (34), and (51) are jointly referred to as Omnes Funds. The Parties numbered (27) to (29) (inclusive), (45) and (48) are jointly referred to as Cormorant. The Parties numbered (37) to (41) (inclusive) are jointly referred to as the Fidelity Investors. For the avoidance of doubt each Fidelity Investor is acting severally, and not jointly and severally. WHEREAS: (A) The Company is a limited liability company ("naamloze vennootschap" / "société anonyme") organized and existing under the laws of Belgium. (B) The Company is active in the field of agonistic antibodies for regenerative medicine, tissue-restricted TGFb receptor inhibitors and new therapeutics for the treatment of diseases requiring tissue repair (the Business Activities). (C) The Company and the Existing Shareholders are parties to the shareholders' agreement of 5 March 2021 with respect to, amongst others, the governance and shareholding structure of the Company (as amended and restated on 10 October 2023 and as amended by the resolutions adopted by the extraordinary shareholders' meeting on 8 July 2024, collectively, the Existing Agreement). (D) The Parties wish to amend and restate the Existing Agreement in its entirety on the terms of this Agreement and to accept the rights created pursuant hereto in lieu of the rights granted under the Existing Agreement. THE PARTIES HAVE AGREED AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION For the purposes of this Agreement, the terms and expressions that have not been defined elsewhere in this Agreement shall have the meanings specified or referred to in Schedule 1. 2. AMENDMENT, RESTATEMENT AND EXECUTION Each of the Parties agrees that this Agreement amends, restates and replaces the Existing Agreement on the terms set out in this Agreement and each of the Parties accepts the rights created pursuant hereto in lieu of the rights granted to them (as applicable) under the Existing Agreement. Each of the parties to the Existing Agreement shall stand released and discharged from all obligations arising under or resulting from the Existing Agreement and none of the parties to the Existing Agreement shall be entitled to exercise (and each such party waives) any rights to make any claim against any of the others under or in relation to the Existing Agreement or its amendment, restatement and replacement. Pursuant to the variation of the Existing Agreement under this clause 2, the provisions of this Agreement are binding on each of the parties to the Existing Agreement in substitution for the terms of the Existing Agreement and shall be enforceable against him, her or it, in accordance with its terms. 3. COMPOSITION OF THE BOARD 3.1 The Board shall consist of a maximum of eight (8) Directors. At the date of this Agreement, the Board shall be composed as follows:

ACTIVE/202925561.5 (A) David Epstein (the Chairperson Director and an Independent Director); (B) Tim Knotnerus (the CEO Director); (C) Ming Fang (the Series B Investor Director); (D) Ohad Hammer (the Series A Investor Director); (E) Angelika Martha Jahreis (Independent Director); (F) Felice Verduyn - van Weegen (the Series C Investor Director). 3.2 For so long as it continues to hold Preferred C Shares, EQT shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series C Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a director pursuant to clause 3.10. 3.3 For so long as it continues to hold Preferred B Shares, Redmile shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series B Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a director pursuant to clause 3.10. 3.4 The holders of a majority in number of the Preferred A Shares from time to time shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series A Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a director pursuant to clause 3.10. 3.5 The Board (acting by majority vote excluding the CEO Director then appointed (if any)) shall have the right to propose one person to act as a Director and CEO of the Company (the CEO Director) and to propose that any such person be removed as CEO Director and propose another CEO Director in his or her place and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to clause 3.10. 3.6 Subject to Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two natural persons to act as non-executive independent directors (each an Independent Director and together the Independent Directors), and to remove any Independent Director so proposed and propose another Independent Director in his or her place. One Independent Director (as proposed by the Board) shall serve as the chairperson of the Board (the Chairperson Director). Both Independent Directors shall, in the reasonable opinion of the Board, have relevant industry expertise, and one of the Independent Directors shall serve as the chairperson of the Company's audit committee, and shall also need to have the necessary competence and experience in finance, accounting and auditing. 3.7 Subject to the consent of at least one Investor Director and Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two further natural persons to act as non-executive directors, and to remove any such director so proposed and propose another director in his or her place. 3.8 Each of the Directors appointed pursuant to this clause 3 shall be elected from a list of at least two (2) candidates for each position to be filled proposed by the relevant Shareholder or group of Shareholders. 3.9 The Shareholder or group of Shareholders entitled to propose candidates for a position as a director of the Company shall notify the Company and the other Shareholders in writing of the identity of their nominees at least fifteen (15) days prior to the general meeting at which the Director(s) are to be appointed. 3.10 The appointment, removal and replacement of a Director proposed pursuant to clauses 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7 shall be effected at a general meeting convened for that purpose by the Company within fifteen (15) days of receiving notice from the relevant Shareholder or group

ACTIVE/202925561.5 of Shareholders pursuant to clause 3.9 at which the Shareholders shall vote their shares in favour of the proposal by the relevant nominating Shareholder or Shareholders. 3.11 Any vacancy on the Board must be filled within one (1) month following the date on which such position became vacant. If a Shareholder or group of Shareholders entitled to propose a director in accordance with this clause 3 fail to present a proposed candidate within such one (1) month period, the general meeting may appoint, at its discretion, a director to fill the position for which no candidate was presented, until such Shareholder or group of Shareholders has presented its candidate for such position. Such failure to present candidates does not entail a waiver from the right to present candidates for election, and the Shareholder or group of Shareholders entitled to propose candidates for a director's mandate shall have the right to request that a new general meeting of the Company be convened to elect the candidates that shall be so presented by it or them for election. 3.12 In case a vacancy occurs on the Board and a director needs to be co-opted, the same right of proposal shall be vested to the Shareholder or group of Shareholders which had proposed the director for the position that has become vacant. 3.13 If and for as long as they continue to hold Preferred Shares: (A) Fidelity may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. (B) Dawn may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. (C) Canaan may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. (D) Biodiscovery 5 FPCI may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. 3.14 An Observer shall be entitled to receive notice of, attend and speak (but not vote) at all meetings of the Board and committees of the Board. An Observer shall be entitled to receive notice of meetings of the Board (and committees of the Board) and copies of the minutes of meetings of the Board (and committees of the Board) on the same basis as if he were a Director (including as to the confidentiality thereof) and shall be entitled to receive copies of all other papers circulated to the Board and committees of the Board, in each case subject to exclusion to preserve attorney-client privilege, and subject to conflict of interest procedures (which shall apply to an Observer on the same basis as if the Observer were a Director), if needed. 3.15 The Company will reimburse the Directors and the Observers with the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. For the avoidance of doubt, no business advisory, monitoring or other fee will be paid to the Investor Directors, the Observers or the Shareholders entitled to propose the appointment of the Investor Directors or the Observers. 3.16 The appointment or removal of an Observer pursuant to clause 3.13 shall be by notice in writing from the appointing Shareholder (or, in the case of the Fidelity Investors, FMR) and shall take effect when received by the Company at its registered office or produced to a meeting of the Board (or committee of the Board).

ACTIVE/202925561.5 3.17 A Key Manager who is a Type A Leaver, a Type B Leaver or a Type C Leaver (as the case may be) will immediately resign from his/her directorship. 3.18 The Parties agree that: (A) no Investor Director shall be under any obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to him expressly in his capacity as a Director; and (B) each Investor Director or Observer shall be at liberty from time to time to make full disclosure of any information relating to the Company to the Shareholder(s) who appointed him and its or their respective, managers, advisors or sub-advisors, Affiliates or Affiliated Funds or the directors, officers, employees, professional advisers of such entities. 3.19 Subject to clause 3.18(B), each Shareholder shall procure that its respective Investor Director(s) and/or Observer(s) shall comply with clause 17. 3.20 Any Investor Director shall be entitled at his or her request to be appointed to any committee of the Board established from time to time. 4. BOARD MEETINGS AND MAJORITIES 4.1 Board Meetings (A) The Board shall meet at least four (4) times per year at any location (and provide facilities to accommodate remote attendance) acceptable to the members of the Board, or with such greater frequency as the Directors may require in the interest of the Company. Unless determined otherwise by the Board, at least two (2) meetings per year shall be held in person. (B) Notices to attend the Board meeting must be in writing and delivered to each Director and Observer at the latest ten (10) Business Days prior to the meeting. The Board may validly deliberate and decide without furnishing proof of the compliance with this formality with respect to the calling of the meeting, provided that all Directors are present or have waived their right in writing to be formally invited to the meeting. (C) Each Director may, by any written form of communication bearing his signature, authorise another member of the Board to represent him at a specific meeting. A Director may represent several of his colleagues and may, in addition to his own vote, cast as many votes as he has received proxies. (D) The Board shall be validly constituted to decide on the issues listed on the agenda provided that a majority of the Directors, including the CEO Director and at least one (1) Investor Director, is present or validly represented at the meeting. Minutes of all Board and any committee meetings shall be sent to each Director within thirty (30) Business Days of such meetings. (E) If at a meeting of the Board, the quorum is not met, a second meeting of the Board with the same agenda shall be convened within twenty (20) Business Days following the first meeting which can validly decide only on the items on the first meeting's agenda whatever the number and class of Directors present or validly represented (subject to clause 4.2(A)). (F) Subject to clause 4.1(a), the Board can meet by telephone or videoconference or any other method by which each Director or Observer is able to be understood by the other Directors or Observers present. 4.2 Board Majorities

ACTIVE/202925561.5 (A) The Company shall not and the Shareholders shall procure (to the extent within their power) that the Company shall not undertake any of the matters listed in Schedule 2 without the prior consent of the Board (including consent of at least one (1) Investor Director, if then appointed). The Company shall procure (to the extent relevant and permitted in accordance with applicable law) that none of the matters listed in Schedule 2 are undertaken at the level of a Subsidiary, without the prior consent of the Board (including consent of at least one (1) Investor Director, if then appointed). (B) Unless provided otherwise in this Agreement or in the New Articles, every decision of the Board shall be valid if approved by a majority of the Directors present or represented at the relevant meeting. (C) The Board may pass resolutions by unanimous written consent in accordance with the applicable rules of the Belgian Code for Companies and Associations. (D) Each Director has one (1) vote but may cast, in addition to his own vote, as many votes as he has powers of attorney from his fellow Directors. 5. INFORMATION RIGHTS 5.1 The Company shall prepare and deliver the following information to each Major Investor as well as to Dawn: (A) audited annual accounts within one hundred twenty (120) calendar days at the end of each fiscal year; (B) quarterly management update on the key progress of the research and development programs, and business development activities within thirty (30) calendar days at the end of each quarter; (C) unaudited quarterly financial accounts, including cash flow statements, within sixty (60) calendar days at the end of each quarter; (D) quarterly capitalisation table updates (which will disclose grants of options) within sixty (60) calendar days at the end of each quarter; (E) quarterly updates on the number of employees and managers of the Company within sixty (60) calendar days at the end of each quarter; (F) annual budget for the next fiscal year, including a cash flow forecast, no later than forty-five (45) calendar days prior to start of the next fiscal year as well as any updates or revisions to such budget; (G) any other information reasonably requested by any of the Major Investors. The unaudited quarterly financial accounts referred to under clause 5.1(C) will also be provided to V-BIO and Omnes Funds. 5.2 If the Company fails to comply with its obligations under clause 5.1(A) - 5.1(F) (inclusive) and does not remedy such failure within thirty (30) calendar days after receipt of notification from a Major Investor of such failure to comply with such clause, any such Major Investor shall be entitled to appoint an auditor ("réviseur d'entreprises" / "bedrijfsrevisor") of a reputable audit firm to enter the Company's premises, access the Company's books and records and to obtain such information at the Company's expense. The Company shall provide any such auditor with access to senior management on reasonable notice and at reasonable business times. 5.3 The Company shall not be obligated to provide any Major Investor with access to information pursuant to this Agreement that it reasonably and in good faith considers to be a trade secret (unless covered by an enforceable confidentiality agreement) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

ACTIVE/202925561.5 5.4 The aforementioned information rights shall terminate in the event of an IPO. 6. US TAX PROVISIONS 6.1 The Company shall use commercially reasonable efforts to avoid being treated in any taxable year as a "passive foreign investment company" (PFIC) as such term is defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the U.S. Tax Code). In addition, the Company shall on a yearly basis timely make available to the Investors all information that would reasonably permit the Investors to determine whether the Company is expected to be, or was, a PFIC or a "controlled foreign corporation" (CFC) as defined in the U.S. Tax Code for any taxable year. If an Investor believes there is a reasonable possibility that the Company will be a PFIC or CFC for any taxable year, the Company will, with such advice as may be reasonably requested from such Investor, prepare the information required to comply with applicable PFIC and / or CFC reporting requirements. 6.2 If an Investor believes it is reasonably possible that the Company could be determined to be a PFIC for any taxable year, the Company shall provide the information necessary in order for such Investor to timely and properly make an election under section 1295 of the U.S. Tax Code to treat the Company as a "qualified electing fund" (a QEF Election) and comply with all of the reporting requirements applicable to such a QEF Election. At the request of such Investor, the Company will obtain professional assistance experienced in matters relating to the relevant aspects of the U.S. Tax Code to the extent necessary to make the determination and to provide the information described above. 7. SHAREHOLDER MEETINGS, MAJORITIES AND CONSENT MATTERS 7.1 Notwithstanding the provisions of the Belgian Code for Companies and Associations and the New Articles, general meetings can be convened by means of registered mail or e-mail or any other means of communication explicitly agreed upon in writing by each of the Shareholders. 7.2 Unless the Belgian Code for Companies and Associations, this Agreement or the New Articles provide for more stringent majority and quorum requirements for a general meeting, a general meeting shall be validly constituted provided that at least one half of the Shares, including the Preferred B Majority, the Preferred C Majority and the Preferred D Majority, is present or represented at the meeting in person or by proxy and all decisions are made by a simple majority of the votes cast. 7.3 If at a first general meeting the quorum set out in clause 7.2 is not met, a second general meeting with the same agenda shall be convened within fifteen (15) calendar days following the first meeting which can validly decide on the items on the agenda whether or not the quorum set out in clause 7.2 is not met (subject to clause 7.4). 7.4 Notwithstanding more stringent provisions set out in the Belgian Code for Companies and Associations, for so long as any of the Preferred Shares outstanding at the date of this Agreement, remain outstanding: (A) each of the Shareholders shall exercise all voting rights and powers of control available to it in relation to the Company to procure that, save with Preferred Majority Consent, the Company shall not effect any of the matters set out in clause 7.5; and (B) the Company agrees that, save with Preferred Majority Consent, it shall not effect any of the matters set out in clause 7.5, and that it shall procure, save with Preferred Majority Consent, not to effect any of the matters set out in clause 7.5 at the level of a Subsidiary, to the extent relevant and permitted in accordance with applicable law. 7.5 The matters referred to in clause 7.4 are: (A) any distribution of dividends; (B) any further issue of shares by the Company;

ACTIVE/202925561.5 (C) any amendment to the New Articles or the rights attaching to any shares; (D) any merger, sale or listing of the Company, and any sale of all or an important part of the assets of the Company (which for completeness, includes an Exit and an IPO); (E) any bankruptcy, liquidation, dissolution or judicial reorganisation of the Company; (F) the entering into of any joint venture; (G) any Holding Company Reorganisation; (H) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its Subsidiaries, in which the Company or its Subsidiaries are not the surviving entity; (I) any issuance and grant of options or warrants other than under the Employee Stock Option Plan and within the ESOP Cap; (J) any increase to the ESOP Cap; (K) other than as expressly contemplated by this agreement, the New Articles or the Subscription Agreement as regards any Investor (except Pfizer), enter into or vary any transaction or arrangement with, or for the benefit of any of the Directors or Shareholders or any person who is an Affiliate of the Directors or Shareholders other than employment and equity incentive arrangements in the ordinary course and consistent with the Company's past practice; (L) granting of shares, guarantees, payment undertakings, loans or similar undertakings which in aggregate exceed five hundred thousand euro (EUR 500,000) (other than transactions with or between subsidiaries); (M) acquisitions and disposals of a business or a real estate (or a material part thereof) by the Company; (N) increase or decrease of the Company´s capital (save pursuant to the issue of ESOP Common Shares under the Employee Stock Option Plan), and the grant to the Board of the power to increase the capital by means of authorized capital as well as an increase of the authorized capital; (O) repurchase of its own shares by the Company, save from any Leaver; (P) the appointment or removal of any person as a Director (save in accordance with clause 3); and (Q) any increase in the number of Directors above eight (8). 7.6 Notwithstanding clause 7.4, any of the following shall require (i) Preferred B Majority Consent, (ii) Preferred C Majority Consent and (iii) Preferred D Majority Consent, and, for the avoidance of doubt in the case of each of (i), (ii) and (iii) above, not Preferred Majority Consent: (A) alteration, modification or variation of the Company's share capital that constitutes an alteration, change or amendment to, or abrogation of, the preferences, privileges or rights of Preferred B Shares and/or Preferred C Shares and/or Preferred D Shares; (B) authorisation or any issue of (or the obligation to authorise or issue) any security (whether equity, convertible debt or a unit of debt and equity securities or any other convertible securities) in any Subsidiary other than exclusively to the Company or another Subsidiary;

ACTIVE/202925561.5 (C) approval of a Liquidity Event or waiver of the treatment of a transaction as a Liquidity Event (except that Preferred B Majority Consent and Preferred C Majority Consent are not required if total distributions in respect of the Preferred B Shares and the Preferred C Shares exceed 2.0x the subscription price paid for Preferred B Shares and Preferred C Shares, respectively, and, Preferred D Majority Consent is not required if total distributions in respect of the Preferred D Shares exceed 2.0x the subscription price paid for Preferred D Shares); (D) authorisation or any issue of (or the Company obligating itself to authorise or issue) any security (whether equity, convertible debt or a unit of debt and equity securities or any other convertible securities) in the Company pari passu with or senior to the Preferred B Shares (other than the Anti-Dilution B Warrants or any shares issuable on exercise of such Anti-Dilution B Warrants), the Preferred C Shares (other than the Anti-Dilution C Warrants or any shares issuable on exercise of such Anti-Dilution C Warrants) or the Preferred D Shares (other than the Anti-Dilution D Warrants or any shares issuable on exercise of such Anti-Dilution D Warrants) (E) amendment or alteration of any existing security of the Company that has rights (economic or otherwise) that are junior to or pari passu with the Preferred B Shares, the Preferred C Shares or the Preferred D Shares if such amendment or alteration would render such other security pari passu with or senior to, as applicable, the Preferred B Shares, the Preferred C Shares or the Preferred D Shares (save with respect to any Holding Company Reorganisation and/or any other matter in connection with any Qualifying IPO only); (F) waiver of any anti-dilution adjustment applicable to the Preferred B Shares, the Preferred C Shares or the Preferred D Shares, except for the adjustments provided under Clause 9 of Schedule 4 to the Subscription Agreement; (G) any action that modifies, amends or waives the rights, preferences or privileges of the Common Shares, the Preferred A Shares, the Preferred B Shares, the Preferred C Shares, the Preferred D Shares or the Class A Preference Profit Sharing Certificate in a manner that is adverse to the Preferred B Shares, the Preferred C Shares or the Preferred D Shares; or (H) any action that increases or decreases the number of authorized Preferred B Shares, authorized Preferred C Shares or authorized Preferred D Shares. 7.7 Each Investor Director or Observer, or such other person as an Investor may nominate (by giving notice in writing to the Company), shall be authorised to communicate in writing the consent of its appointing Investor to any of the matters referred to in clause 7.5 and clause 7.6. 7.8 A Shareholder may provide its consent to any of the matters referred to in clause 7.5 or clause 7.6 in the following ways: (A) a document signed (including by electronic means) by such Shareholder or by an authorised representative of such Shareholder; or (B) an email from a designated authorized officer, specifying the title and authority of such officer, of such Shareholder expressly giving such consent on behalf of such Investor. 7.9 Notwithstanding anything in this Agreement or the New Articles to the contrary, for so long as Sanofi, Pfizer, Fidelity and EQT respectively (together with their respective Permitted Transferees) continue to hold Shares, any amendment to article 11.7.8 of the New Articles that has as its purpose or effect the removal of the prohibition on a Major Investor being required to provide any restrictive covenant in connection with the exercise of the Drag Along Right (as defined in the New Articles) shall require the prior written consent of Sanofi, Pfizer, Fidelity and EQT respectively.

ACTIVE/202925561.5 7.10 As long as Sanofi holds a number of Preferred D Shares that represents more than 25% of the outstanding Preferred D Shares from time to time, it shall, in connection with any Preferred D Extraordinary Resolution that is provided to the shareholders or a general shareholders' meeting of the Company, provide to the Chairperson Director and the CEO Director, each acting individually, an irrevocable power of attorney with respect to such number of Preferred D Shares held by Sanofi that is in excess of the number of Preferred D Shares that represents 25% of the outstanding Preferred D Shares (rounded down to the nearest whole number) minus one (1), in accordance with the substantive terms set forth in the proxy agreement attached as Schedule 7. 8. EMPLOYEE STOCK OPTION WARRANTS 8.1 The Company shall be entitled to grant options and other awards with respect to its ESOP Common Shares to key managers, the employees, directors and/or outside consultants and/or advisors of the Company and/or its Affiliates pursuant to the rules of the Employee Stock Option Plan. 8.2 The Employee Stock Option Plan will be implemented through the issue of warrants (the Employee Stock Option Warrants) in accordance with the Belgian Code for Companies and Associations or any other scheme which is deemed appropriate from a tax, social security or company law point of view, as determined by the Board. 8.3 The number of new ESOP Common Shares reserved for the Employee Stock Option plan (the ESOP Cap) shall equal a maximum of seventeen percent (17%) of the fully diluted capitalization of the Company immediately after Completion, it being understood that the ESOP Cap (i) shall include all granted and ungranted, and allocated and unallocated employee options in existence immediately after Completion, and (ii) shall not include any of the Company's existing Common Shares or options to acquire Common Shares that have been issued, granted, promised or otherwise committed by the Company (verbally or in writing) prior to the Completion Date. 8.4 Employee Stock Option Warrants that become unexercisable, for example because of the departure of a beneficiary from the Company before the options are vested, shall become available for re-issue to other beneficiaries, it being understood that such options will be part of a new plan, with, as the case may be, a new vesting period and a new exercise price, in each case as may be determined by the Board. 8.5 Subject to any adjustments pursuant to the Employee Stock Option Plan, each Employee Stock Option Warrant issued under the Employee Stock Option Plan shall entitle its holder to subscribe to one (1) ESOP Common Share. 8.6 For the avoidance of doubt, no Preferred Majority Consent, no Preferred B Majority Consent, no Preferred C Majority Consent and no Preferred D Majority Consent shall be required prior to issue any Employee Stock Option Warrant or the issue of ESOP Common Shares on the valid exercise of any Employee Stock Option Warrant, provided that the number of ESOP Common Shares does not exceed the ESOP Cap. If the Company wishes to increase the ESOP Cap, after approval from the Board, such increase shall require Preferred Majority Consent in accordance with clause 7.5(J). 9. FORMS AND CLASSES OF SHARE – RIGHTS ATTACHED TO THE SHARES 9.1 The Shares shall be divided in Common Shares, ESOP Common Shares, Preferred A Shares, Preferred B Shares, Preferred C Shares and Preferred D Shares, as follows: (A) The Shares issued to the Existing Shareholders in the framework of the incorporation of the Company are Common Shares. (B) The Shares issued pursuant to the Employee Stock Option Plan of the Company to key managers, employees, directors and/or outside consultants and advisors of the Company are ESOP Common Shares.

ACTIVE/202925561.5 (C) The Shares issued to the Existing Shareholders in the framework of the Seed Investment are Preferred A Shares. (D) The Shares issued to the Existing Shareholders in the framework of the Series A Investment are Preferred A Shares. (E) The Shares issued at the occasion of the exercise of the Anti-Dilution A Warrants shall be Preferred A Shares. (F) The Shares issued to the Existing Shareholders in the framework of the Series B Investment are Preferred B Shares. (G) The Shares issued at the occasion of the exercise of the Anti-Dilution B Warrants shall be Preferred B Shares. (H) The Shares issued to the Investors in the framework of the Series C Investment shall be Preferred C Shares. (I) The Shares issued at the occasion of the exercise of the Anti-Dilution C Warrants shall be Preferred C Shares. (J) The Shares issued to the Investors in the framework of the Series D Investment shall be Preferred D Shares. (K) The Shares issued at the occasion of the exercise of the Anti-Dilution D Warrants shall be Preferred D Shares. (L) The Shares issued upon conversion of the Class A Preference Profit Sharing Certificate immediately prior to the occurrence of an IPO shall be Common Shares. 9.2 All Shares in the Company shall benefit from the same rights and privileges unless specified otherwise in this Agreement or in the New Articles. 10. COMPULSORY TRANSFER OF SHARES 10.1 Type A Leaver (A) Subject to the terms and conditions set forth herein, each of the Key Managers grants to the Company (within the limits allowed by the Belgian Code for Companies and Associations) and, if the Company does not exercise such right, to each of the other Shareholders (i.e. other than the Shareholder who is a Type A Leaver, a Type B Leaver or a Type C Leaver), for no other consideration than the obligations undertaken under this Agreement, a call option (the Call Option) on all the Shares held by the relevant Key Manager (the Option Shares), which can be exercised if such Key Manager (as the case may be) leaves the Company and is a Type A Leaver. On the occurrence of a Type A Leaver event, if the Company does not plan to exercise its Call Option, it will notify all Shareholders of its intention not to exercise and of the Shareholders' right to exercise their Call Option in accordance with clause 10.1(C). (B) The exercise price for the Call Option shall be in aggregate one euro (EUR 1.00) for all Option Shares, held by the relevant Type A Leaver. (C) Each of the Shareholders can exercise the Call Option on the Option Shares by sending a written exercise notice within ten (10) Business Days of being notified by the Company of the Type A Leaver event, to the relevant Key Manager with a copy to the Company indicating the number of Option Shares with respect to which the Call Option is exercised (which shall not be greater than the number of Option Shares at the time the exercise notice is served in accordance with the terms of this Agreement). In case the Call Option is in aggregate exercised for more than one hundred percent (100%) of the underlying Shares, the Option Shares shall be allocated between each Shareholder (i.e.

ACTIVE/202925561.5 other than the Shareholder who is a Type A Leaver, a Type B Leaver or a Type C Leaver) who exercised the Call Option pro rata to their shareholding in the Company, unless otherwise agreed between the Shareholders. (D) The Board shall take the necessary actions in order to register the transfer of the Option Shares in the share register of the Company. (E) Unless the Board determines otherwise, all Employee Stock Option Warrants, whether or not vested in accordance with the Employee Stock Option Plan, held by a Type A Leaver will automatically expire, without any right of exercise and without any compensation being due by the Company. 10.2 Type B Leaver (A) In the event that a Key Manager is a Type B Leaver, then such Key Manager may be obliged, at the discretion of the Board, to transfer but not sell, within one month of the leaving event, all Shares held by such a Key Manager to a holding structure ("stichting"/"fondation") or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company, and the Type B Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure. The Company procures that the holding structure shall enter into an appropriate certification or other similar agreement with the relevant Key Manager who is a Type B Leaver in this respect, setting out amongst other matters, the notification and information duties by such holding structure in connection with a sale or other transfer of such Shares. (B) The Employee Stock Option Warrants held by the Type B Leaver which are vested, in accordance with the Employee Stock Option Plan, but not exercised yet at the moment of leaving, must be exercised during the first valid exercise period for the vested Employee Stock Option Warrants after the leaving event in accordance with the Employee Stock Option Plan, and vested Employee Stock Option Warrants not exercised by the Type B Leaver during that exercise period will expire without any compensation being due by the Company. The Shares held by the Key Manager following the exercise of the vested Employee Stock Option Warrants will be subject to clause 10.2(A). (C) Unless the Board determines otherwise, all Employee Stock Option Warrants not vested in accordance with the Employee Stock Option Plan, held by a Type B Leaver, will automatically expire, without any right of exercise and without any compensation being due by the Company. (D) All Shares held by a Type B Leaver (other than Common Shares or ESOP Common Shares) at the time of the leaving event may, at the discretion of the Board, be converted into Common Shares at the Conversion Ratio. 10.3 Type C Leaver (A) In the event that a Key Manager is a Type C Leaver, then such a Key Manager may be obliged, at the discretion of the Board, to transfer but not sell, within one month of the leaving event, all Shares held by such a Key Manager to a holding structure ("stichting"/"fondation") or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company, and the Type C Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure. The Company procures that the holding structure shall enter into an appropriate certification or other similar agreement with the relevant Key Manager who is a Type C Leaver in this respect, setting out amongst other matters, the notification and information duties by such holding structure in connection with a sale or other transfer of such Shares.

ACTIVE/202925561.5 (B) The Employee Stock Option Warrants held by the Type C Leaver which are vested, in accordance with the Employee Stock Option Plan, but not exercised yet at the moment of leaving, may be exercised during any valid exercise period set forth in the Employee Stock Option Plan after the leaving event. The Shares held by the Key Manager following the exercise of the vested Employee Stock Option Warrants will be subject to clause 10.3(A). (C) Unless otherwise decided by the Board, all Employee Stock Option Warrants not vested in accordance with the Employee Stock Option Plan, held by a Type C Leaver, will automatically expire, without any right of exercise and without any compensation being due by the Company. (D) All Shares held by a Type C Leaver (other than Common Shares or ESOP Common Shares) at the time of the leaving event may, at the discretion of the Board, be converted into Common Shares at the Conversion Ratio. 10.4 Founder Shares Upon decision by the Board, the Founders may be obliged to transfer but not sell, all Shares held by each Founder to a holding structure ("stichting"/"fondation") or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be), and the Founders will be entitled to receive the proceeds from those Shares held in escrow by said holding structure, but all other rights (including voting rights) with respect to the Shares will vest in this holding structure/entity. 11. ISSUES AND TRANSFERS OF SHARES 11.1 Each of the Shareholders undertakes to the other Shareholders that it shall not, and shall not agree to, transfer, mortgage, charge or otherwise dispose of the whole or any part of his or her interest in, or grant any option or other rights over, any Shares except in accordance with the New Articles or this Agreement. 11.2 Without prejudice to clause 11.1, none of the Shareholders shall effect any transfer, mortgage, charge or other disposal of any interest in Shares described in clause 11.1 nor shall the Company issue any shares or Securities to any person who is not a party to this Agreement without first obtaining from the transferee or subscriber an Accession Deed, unless otherwise approved by the Board. 11.3 Except in accordance with the terms of this Agreement and the New Articles, no issue, transfer or registration of any Share or Security other than to an existing Shareholder may be made unless: (i) the subscriber or transferee has first agreed to be bound by the terms of this Agreement (as amended in writing by the parties to it from time to time) by executing an Accession Deed and has delivered that Accession Deed to the Company; and (ii) the transferor of the Shares has provided the Company with a Confirmation Notice at least twenty (20) Business Days prior to any transfer. 11.4 Subject to clause 11.1, no share transfer or issue of shares shall be registered unless an Accession Deed has been delivered to the Company. 11.5 Any person executing an Accession Deed shall be deemed to be a party to this Agreement and a Shareholder on compliance with all relevant provisions of this clause and being registered as the holder of any Shares. 11.6 References in this Agreement to transfer means, when used with respect to Shares or Warrants, any transaction with as a goal, or resulting in, the transfer of any ownership rights on such Shares or Warrants, for valuable consideration or for free, even when carried out by way of public auction, voluntarily or by virtue of a judicial decision, including, but not limited to, contributions, exchange transactions, transfers of universalities, transfers of business divisions, mergers, de-mergers, absorptions, liquidations or similar transactions, as well as the granting

ACTIVE/202925561.5 of options to purchase or sell such Shares or Warrants, the offer of (preferential) subscription rights on such Shares or Warrants or the conclusion of a swap, forward sale or other agreement, that completely or partly transfers the economic benefits or the ownership of such Shares or Warrants, regardless of the fact whether such a transaction is realized by means of delivery of other Securities, in cash or otherwise; and transferred and transferring shall have a correlative meaning. 12. ANTI-DILUTION 12.1 Subject to compliance with the terms of this agreement and the New Articles, the Company may at any time issue Additional Shares at a price per Additional Share that would constitute a Dilutive Issue under the Anti-Dilution A Warrants, Anti-Dilution B Warrants, Anti-Dilution C Warrants and/or Anti-Dilution D Warrants, without the consent of the holders of such Anti-dilution Warrants, provided that the holders of such Anti-dilution Warrants shall have the right to exercise their rights under the terms of such Anti-dilution Warrants. 12.2 For the avoidance of doubt, if any Shareholder waives its rights under the Anti-Dilution A Warrants, Anti-Dilution B Warrants, Anti-Dilution C Warrants and/or Anti-Dilution D Warrants in respect of any Dilutive Issue, such waiver shall not apply to any future Dilutive Issue where an additional waiver under this clause 12 shall be required. 13. EXIT 13.1 Each Party acknowledges and agrees that upon an Exit or IPO no Investor shall be obliged to give warranties, covenants or indemnities (except warranties as to title to the shares held by such Investor and capacity to enter into any relevant agreements). 13.2 It is agreed by the Parties that holders of Preferred Shares shall be entitled to registration rights on the terms set out in Schedule 6 (and the provisions of Schedule 6 shall only be applicable in such event). 13.3 In the event an Exit or Qualifying IPO has been approved by Board (following a majority vote including an affirmative vote from an Investor Director) and receipt of Preferred Majority Consent, each Shareholder shall, and agrees to procure that any of its, his or her Permitted Transferees shall, at the request of the Board: (A) exercise all voting rights (including class rights) attaching to his, her or its Shares and/or shares held by it in a new Holding Company as a result of a Holding Company Reorganisation (whether in writing or at a meeting or the Shareholders or a class of any Shareholders); and (B) approve, execute or sign and deliver all deeds, documents, resolutions (whether ordinary or special), consents, certificates, instruments, forms and/or agreements, in each case as may be required under the Belgian Code for Companies and Associations, this Agreement, the New Articles or otherwise in order to give effect to, or which are considered by the Board to be desirable in connection with, a Qualifying IPO and/or a Prospective Qualifying IPO (provided that any such consent or approval of or vote for a Prospective Qualifying IPO will relate to the steps the Board believes to be desirable in preparation for a Qualifying IPO, but shall not allow the Company actually to implement an IPO that is not a Qualifying IPO). If any Shareholder (other than Redmile, Fidelity and EQT) fails to comply with the provisions of clause 13.3, the Company shall be constituted as the agent of each defaulting Shareholder for taking such actions as are necessary to enforce the provisions of clause 13.3 and any Director shall be empowered to execute and deliver on behalf of such defaulting Shareholder any document that Director considers reasonably necessary in connection with any of the matters set out in clause 13.3. 13.4 If on an Exit, a Shareholder receives any funds that were not distributed in accordance with the order of priority set out in article 35 of the New Articles, such Shareholder shall be required to

ACTIVE/202925561.5 repay such funds to the Company or, in such manner as the Company may direct, taking into account the requirements of this Agreement and the New Articles, within ten (10) Business Days of receipt of notice from the Board. 14. UNDERTAKINGS BY THE COMPANY 14.1 Intellectual property (A) The Company shall take all such reasonable action to protect its Intellectual Property rights and/or other property and assets. (B) The Company shall procure and require that any and all persons now or hereafter working for the Company, whether as an employee, an executive Director or as a consultant, shall enter into appropriate IP-ownership, non-disclosure and development agreements, in the best interest of the Company, granting full and exclusive IP-ownership on any IP rights generated by their work done for the Company to the Company. The Company shall continue to register new IP rights in the name of the Company or in the name of its Subsidiary. 14.2 Non-compete The Company shall procure and require that any and all persons now or hereinafter working for the Company whether as an employee, an executive director or as a self-employed consultant, shall, to the extent legally permitted and in line with market practice, enter into an appropriate and valid non-compete agreement or non-compete clause, in accordance with the applicable law and, to the extent legally permitted, having an international scope, in each case substantially in line with the relevant provisions thereto as set out in the Management Agreements. 14.3 Non-disclosure The Company shall procure and require that all persons now or hereinafter working for the Company whether as an employee, Director or as a consultant, shall enter into an appropriate non-disclosure agreement, in the best interest of the Company. 14.4 Insurance The Company will take out customary D&O insurance for each of the Directors at terms satisfactory to the Board. 14.5 Anti-Corruption The Company covenants that it shall not (and shall not permit any of its subsidiaries and shall use reasonable efforts to procure that none of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA)), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anticorruption law. The Company further covenants that it shall (and shall cause each of its subsidiaries to) cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anticorruption law. The Company further covenants that it shall (and shall cause each of its subsidiaries to) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the Company becomes aware of any

ACTIVE/202925561.5 enforcement action against the Company or its subsidiaries in connection with any applicable anti-bribery or anti-corruption law. The Company shall and shall cause any subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with the FCPA. The Company shall use its Best Efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws. 14.6 Export Control Laws and Sanctions The Company covenants that neither it nor any of its subsidiaries shall engage in any dealings or transactions with or for the benefit of a person that is a Sanctioned Person, nor otherwise violate Sanctions or Export Control Laws. 15. RESTRICTIVE COVENANTS 15.1 Intellectual property (A) Each of the Key Managers undertakes to the Company and to the (current and future) Shareholders to use their Best Efforts to protect all discoveries, technology, materials, processes, information, data and in general all Intellectual Property generated by or on behalf of, or otherwise owned, directly or indirectly, partially or in whole by the Company in connection with the Company's Business Activities by obtaining Intellectual Property rights or otherwise, including but not limited to obtaining patents for the same, for the benefit of the Company. (B) Subject to clause 15.1(A), the Parties to this Agreement foresee that the Key Managers may make inventions or create other Intellectual Property during the period of their engagement by the Company (or whilst they are engaged in research with the Company). In this respect, each of the Key Managers recognizes that all inventions, Intellectual Property, Know-How, techniques and recipes relating to the Business Activities developed by each of the Key Managers for and on behalf of the Company during the period of their engagement with the Company (or whilst they are engaged in research with the Company) shall be the exclusive property of the Company and hereby transfer and assigns, and shall procure that each of the Key Managers shall transfer and assign, completely, exclusively, irrevocably, worldwide and for all jurisdictions, all such inventions, Intellectual Property, Know-How, techniques and recipes to the Company as from the moment of their creation and for the entire duration of the relevant rights. (C) For the avoidance of any doubt, a Key Manager shall not be held liable to pay for the same breach the compensation as is set forth in this clause 15.1 and the compensation as set forth in clause 16 (as regards Tim Knotnerus) of his Management Agreement, in each case without prejudice to the Company's right to claim full damages for the harm actually sustained by it. (D) Each of the Key Managers acknowledges that money damages alone may not adequately compensate the Company or a Shareholder for breach of any of the covenants and undertakings in this clause 15.1 and, therefore, agrees that in the event of the breach of any such covenant or undertaking, in addition to all other remedies available to the Company or a Shareholder at law, the Company and the Shareholders shall be entitled to injunctive relief compelling specific performance of, or other compliance with, the terms hereof. 15.2 Non-compete; non-solicitation Each of the Key Managers undertakes and covenants that he, she or it shall not: (A) carry on any trade or business competing directly with the Business Activities as carried out by the Company during the Service Period; and

ACTIVE/202925561.5 (B) during the period of 12 months commencing on the Termination Date (the Non-Compete Period): (i) carry on or participate (other than a mere financial participation) in any trade or business which (x) is competing with the Business Activities as carried out by the Company in any territory in which the Company conducts or has conducted substantial business in the period of 12 months immediately preceding the Termination Date, or (y) is actively being prospected by the Company or any of its subsidiaries in the relevant territory as at or in the period of 12 months immediately preceding the Termination Date and in line with the then approved business plan of the Company; (ii) induce or attempt to induce any person who is a customer, supplier or other business relation of the Company to cease doing business with the Company or to reduce its business with the Company; nor (iii) induce or attempt to induce anyone who is or was a director, officer or employee of the Company or any person having a consultancy or similar agreement with the Company to leave his/her position with the Company or to terminate his/her agreement with the Company. 15.3 The restrictions set out in clause 15.2 shall apply regardless of whether the relevant Key Manager is acting: (A) directly or indirectly through its representative, affiliates or any other individuals, companies or other legal entities; (B) in their own capacity or as a director, manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any individual, company or other legal entity; or (C) in any other capacity and in any other manner whatsoever. 15.4 If a Key Manager breaches any obligation under clause 15.2 and, if the breach is capable of remedy, does not remedy such breach within fifteen (15) Business Days from the date of receipt by the Key Manager of notice in writing of such breach from the Company, the relevant Key Manager shall be required to compensate the Company through a payment in cash of one hundred ninety thousand euro (EUR 190,000) (per differentiated breach) and additional payments in cash of ten thousand euro (EUR 10,000) for each week following receipt of the notice from the Company during which the breach is not remedied. This clause 15.4 shall operate without prejudice to the Company's right to claim full damages for the harm actually sustained by it. For the avoidance of doubt, any dispute or claim arising between the Key Manager and any of the Parties in connection with this clause 15.2 shall be subject to clauses 32 and determined by the Belgian courts in accordance with clause 33. 15.5 For the avoidance of any doubt, a Key Manager shall not be held liable for a claim under clause 15.4 of this Agreement and a claim under clause 18 (as regards Tim Knotnerus) of his Management Agreement with respect to the same breach and in the event of a conflict between this Agreement and the Management Agreement, this Agreement shall prevail with respect to such claim. 15.6 Each of the Key Managers acknowledges that damages alone may not adequately compensate the Company for breach of any of the covenants and undertakings in this clause 15 and, therefore, agrees that in the event of the breach of any such covenant or undertaking, in addition to all other remedies available to the Company at law, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with, the terms hereof. 15.7 Each of the Key Managers agrees not to use at any time during the Service Period and during the Non-Compete Period any trade or domain name or e-mail address used by the Company at any time or any other name intended or likely to be confused with any such trade or domain

ACTIVE/202925561.5 name or e-mail address, other than within the framework of their management and/or employment agreements with the Company. 15.8 Each of the Key Managers acknowledges that the provisions of this clause 15 are reasonable and necessary to protect the legitimate interests of the Company. However, if any of the provisions of this clause 15 shall ever be held to exceed the limitations in duration, geographical area or scope or other limitations imposed by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions as conform with the maximum permitted by applicable law, and any provision of this clause 15 exceeding such limitations shall be automatically amended accordingly. 16. IMPLEMENTATION OF RIGHTS The provisions of articles 11.8 and 22 of the New Articles (together with any such ancillary provisions of the New Articles as may be necessary or desirable to give effect to the same) are deemed to be incorporated by reference into this Agreement and enforceable under this Agreement (without prejudice to any right to enforce the same under the New Articles) and each party undertakes to the Company and Investors to comply therewith. 17. CONFIDENTIALITY 17.1 Subject to clause 17.2, each of the Parties agrees to keep secret and confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of (except for the purposes of the Company's business) any Confidential Information. 17.2 Each Party shall be at liberty from time to time to make such disclosure, as applicable: (A) to its relevant management advisors, sub-advisors, custodians, nominees, partners, trustees, shareholders, unitholders and other participants and/or to any Affiliate or Affiliated Fund of an Investor (including their directors, officers or employees) for the purposes of, but not limited to, reviewing existing investments and investment proposals. (B) to any tax authority in connection with its tax affairs or the tax affairs of Affiliated Funds; (C) as shall be required by law or by any regulatory, self-regulatory or governmental authority to which the Shareholder is subject or by the rules of any stock exchange upon which a Shareholder's securities are listed or traded; (D) as shall be required or reasonably necessary (including use of such Confidential Information) for the purpose of any legal proceedings arising out of any documents entered into between a Shareholder and the Company; (E) to the Company's auditors and/or any other professional advisers of the Company; (F) to the Shareholder's professional advisers and to the professional advisers of any person to whom the Shareholder is entitled to disclose information pursuant to this clause 17.2; (G) to the Shareholder's current or prospective limited partners or providers of debt or equity financing; or (H) to its insurance providers on a need to know basis, as it may in its reasonable discretion think fit, provided that the recipient is subject to an obligation to keep the disclosure confidential on the same basis as is required by the Shareholder pursuant to this Agreement and the New Articles. 17.3 Each Shareholder shall procure that its respective Investor Director(s) and Observer(s) (if any) shall comply with this clause 17 save that an Investor Director or Observer shall be at liberty

ACTIVE/202925561.5 from time to time to make full disclosure to its appointing Shareholder (and such Shareholder's management advisor or sub-advisors and its Affiliates and Affiliated Funds of any information relating to the Company (provided that the recipient is subject to an obligation to keep the disclosure confidential on the same basis as is required pursuant to this Agreement and the New Articles)). 17.4 For the purposes of this clause, "Confidential Information" means any information or knowhow of a secret or confidential nature relating to the Company or to any Shareholder, including (without limitation): (A) any information regarding this Agreement and the investment by any Shareholder in the Company pursuant to this Agreement; (B) any financial information or trading information relating to the Company or to any Shareholder which a party may receive or obtain as a result of entering into this Agreement; (C) in the case of the Company, information concerning: (i) its finances and financial data, business transactions, dealings and affairs, and prospective business transactions; (ii) any operational model, its business plans and sales and marketing information, plans and strategies; (iii) its customers, including, without limitation, customer lists, customer identities and contact details, and customer requirements; (iv) any existing or planned product lines, services, price lists and pricing structures (including, without limitation, discounts, special prices or special contract terms offered to or agreed with customers); (v) its technology or methodology associated with concepts, products and services including research activities and the techniques and processes used for development of concepts, products and services; (vi) its computer systems, source codes and software, including, without limitation, software and technical information necessary for the development, maintenance or operation of websites; (vii) its current and prospective Intellectual Property; (viii) its directors, officers, employees and shareholders (including, without limitation, salaries, bonuses, commissions and the terms on which such individuals are employed or engaged, and decisions or contents of board meetings); (ix) its suppliers, licensors, licensees, agents, distributors, or contractors, or any collaboration agreements with third parties, including the identity of such parties and the terms on which they do business, or participate in any form of commercial co-operation with the Company; (x) information concerning or provided to third parties, in respect of which the Company owes a duty of confidence (in particular but without limitation, the content of discussions or communications with any prospective customer or prospective business partner); and (xi) any other information which it may reasonably be expected would be regarded by a company as confidential or commercially sensitive,

ACTIVE/202925561.5 but shall not include any information which: (xii) is, or which becomes (other than through a breach of this Agreement), available in the public domain or otherwise available to the public generally without requiring a significant expenditure of labour, skill or money; (xiii) is, at the time of disclosure, already known to the receiving party without restriction on disclosure; (xiv) is, or subsequently comes, into the possession of the receiving party without violation of any obligation of confidentiality; (xv) is independently developed by the receiving party without breach of this Agreement; (xvi) is explicitly approved for release by the written consent of an authorised representative of the disclosing party; or (xvii) a Party is required to disclose by law, by any securities exchange on which such Party's securities are listed or traded, by any regulatory or governmental or other authority with relevant powers to which such Party is subject or submits, whether or not the requirement has the force of law, or by any court order. 18. USE OF NAME 18.1 The Parties agree that without the prior written consent of the concerned Party, none of the other Parties shall use, publish, reproduce, or refer to such Party's or its Affiliates' or Affiliated Funds' investment in the Company, names, trademarks or logos, or any similar names, trademarks or logos in any public manner or format (including reference on or link to websites, press releases, etc.) including without limitation for marketing, advertising or publicity purposes. 18.2 Notwithstanding clause 18.1, the Parties agree that Investors may reference the Company in (fundraising) presentations for existing or new investors. 19. DURATION AND TERMINATION 19.1 Without prejudice to the duration of similar provisions in the articles of association of the Company, the Agreement is entered into for a duration of ten (10) years starting as of the date of this Agreement and shall be subsequently automatically renewed for one (1) year – periods, unless a termination notice by any Party is sent at least six (6) months prior to the end of the initial ten (10) year – term or at least three (3) months prior to the end of the subsequent one (1) year – term (as applicable). 19.2 This Agreement shall terminate automatically towards a Party if such a Party should cease to hold any Shares and/or Warrants as a result of Share transfers in full compliance with the terms and conditions set out in this Agreement. 19.3 This Agreement may be terminated with the prior written consent of the Company and the Preferred Majority Consent (including EQT), in which event such termination shall be binding against all of the Parties hereto, save that nothing in this clause shall release any Party from liability for breaches of this Agreement which occurred prior to its termination. 19.4 This Agreement shall terminate and cease to have effect upon the first to occur of (i) consummation by the Company of a Holding Company Reorganisation (provided that a shareholders' agreement relating to the new Holding Company substantially on the terms of this Agreement has been entered into between the relevant parties); (ii) a Share Sale; and (iii) an IPO effected in accordance with this Agreement and the New Articles, save that nothing in this clause shall release any Party from liability for breaches of this Agreement which occurred prior to its termination; provided further, however, that the provisions of clause 13.2 shall survive

ACTIVE/202925561.5 termination of this Agreement and shall terminate in accordance with paragraph 2.12 of Schedule 6. 19.5 Notwithstanding anything to the contrary provided for herein, the following provisions shall survive the termination of this Agreement: clause 17 (Confidentiality), clause 32 (Governing Law) and clause 33 (Jurisdiction). 19.6 As far as relevant, the Parties hereby waive (x) the right to seek the termination of this Agreement in or outside court (at any time) pursuant to articles 5.90 to 5.96 of the Belgian Civil Code (or its successor provision), except in case of fraud, (y) the right to claim, judicially or unilaterally, a price reduction pursuant to article 5.97 of the Belgian Civil Code, except in case of fraud and (z) non-contractual claims as set out in clause 31 of this Agreement, except in case of fraud or wilful misconduct. 20. CONFLICT WITH THE NEW ARTICLES 20.1 In case of discrepancies between any of the provisions of this Agreement and the New Articles, the provisions of this Agreement shall prevail and the Parties shall take any action in their capacity as Shareholders, which may be necessary and/or appropriate in order to amend the New Articles as to ensure that they are consistent with this Agreement. 20.2 An English translation of New Articles is attached at Schedule 3 and the Parties agree that, in the event of a conflict between the English version of the New Articles and the Dutch version of the New Articles, the English version shall prevail among the Parties. 21. FURTHER ASSURANCE 21.1 Each Party agrees to take all such action or procure that all such action is taken in order to implement the terms of this Agreement and the New Articles or any transaction, matter or thing contemplated by this Agreement or the New Articles. 21.2 Each Shareholder shall exercise its voting rights and other rights as a member of the Company in order (insofar as it is able to do so through the exercise of such rights) to procure that the Company complies with all of its obligations under this Agreement and the New Articles and to give full effect to the terms of this Agreement and the New Articles and the rights and obligations of the Parties as set out in this Agreement and the New Articles. 22. COSTS AND EXPENSES Unless otherwise agreed, each Party shall bear its own costs and disbursements incurred in the negotiations leading up to and in the preparation of this Agreement and of matters incidental to this Agreement. 23. NO JOINT LIABILITY Except as otherwise provided herein, all undertakings and other obligations of the Parties under this Agreement shall be individual and not joint ("individueel en niet hoofdelijk" / "individuel et non solidaire"). 24. AMENDMENTS AND WAIVERS 24.1 Except as provided below, all and any of the provisions of this Agreement may be deleted, varied, supplemented, restated or otherwise changed in any way at any time with the prior written consent of the Company and the Preferred Majority Consent, in which event such change shall be binding against all of the Parties hereto. 24.2 Notwithstanding anything in this Agreement to the contrary, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Shareholder without the written consent of such Shareholder, if such amendment, modification, termination or waiver would adversely affect the rights of such

ACTIVE/202925561.5 Shareholder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Shareholders under this Agreement. In addition, the definition of "Major Investor" as included in Schedule 1 to this Agreement may not be amended without the prior written consent of Sanofi and Pfizer, in either instance insofar and for so long as such party continues to hold at least 50% of the Shares it subscribed to at the time of the Series D Investment (in respect of Sanofi), respectively Series B Investment (in respect of Pfizer). 24.3 Except as otherwise provided herein, no failure or delay of a Party to exercise any right or remedy under this Agreement shall be considered as a waiver of such right or remedy, or any other right or remedy under this Agreement. 24.4 Except as otherwise provided herein, no waiver shall be effective unless given in writing and signed by a duly authorized representative of the Party giving the waiver. 24.5 The Parties hereby acknowledge that the provisions of article 5.74 of the Belgian Civil Code shall not apply to the Parties with respect to their obligations under this Agreement, and that they shall not be entitled to make any claim under article 5.74 of the Belgian Civil Code. 24.6 The Parties acknowledge that (i) this Agreement is the outcome of thorough negotiations between the Parties, being professional parties assisted by professional advisers, and (ii) they have received all information to be provided pursuant to article 5.16 of the Belgian Civil Code. The Parties further acknowledge that each and every clause of this Agreement reflects their true intention and that these clauses do not create a manifest ("kennelijk" / "manifeste") imbalance between their respective rights and obligations. To understand the possible consequences of each and every clause of this Agreement, the Parties sought advice from legal counsel during the negotiation of this Agreement and had the opportunity to propose amendments / to understand the consequences of each and every clause of this Agreement. The Parties acknowledge that the allocation of the economic and legal risks in this Agreement do not create a manifest imbalance between their respective rights and obligations under this Agreement, because this allocation is the result of mutual concessions during the negotiation of this Agreement. 25. NOTICES IN CONNECTION WITH THIS AGREEMENT 25.1 Any notice in connection with this Agreement must be in writing in English and shall be validly given with respect to each Party if: (A) delivered by hand (with written confirmation of receipt) to the persons listed hereinafter; or (B) sent by email (with confirmation received by registered mail or an internationally recognized courier service within three (3) Business Days) to the email addresses and addresses set out hereinafter; or to such other addressee or address as a Party may notify to the other Parties in accordance with this clause 25. If to the Company: Name: Attn.: Address: Email: AgomAb Therapeutics NV Tim Knotnerus Posthoflei 1/6, 2600 Antwerp (Berchem), Belgium tim.knotnerus@agomab.com If to Sanofi: [***]

ACTIVE/202925561.5 If to Invus: [***] If to Fidelity: [***] If to EQT: [***] If to Dawn: [***] If to Canaan: [***] If to Pfizer Inc.: [***] If to Walleye Opportunities Master Fund Ltd: [***] If to Sabadell Asabys Health Innovation Investments, SCR, S.A.: [***] If to Asabys Top Up Fund, F.C.R: [***] If to SABADELL ASABYS HEALTH INNOVATION INVESTMENTS II F.C.R. [***] If to SABADELL ASABYS HEALTH INNOVATION INVESTMENTS 2B S.C.R., S.A [***] If to Redmile Biopharma Investments III, L.P.: [***]

ACTIVE/202925561.5 If to Cormorant Private Healthcare Fund III, LP: [***] If to Cormorant Global Healthcare Master Fund, LP: [***] If to Cormorant Private Healthcare Fund IV, LP [***] If to Cormorant Private Healthcare Fund V, LP [***] If to CRMA SPV, L.P.: [***] If to Paolo Michieli: [***] If to Michael John Scott Saunders: [***] If to Federica Caterina Linty: [***] If to Manuela Cazzanti: [***] If to De Haard Antibody Technologies B.V.: [***] If to EuremAb SRL: [***] If to Tim Knotnerus: [***] If to TJK Life Sciences B.V.: [***]

ACTIVE/202925561.5 If to V-BIO: [***] If to AFB Seed Fund I: [***] If to Pontifax Israel: [***] If to Pontifax Cayman: [***] If to Pontifax China: [***] If to Pontifax Late Stage: [***] If to FCPI Innovation Pluriel n°4 [***] If to FCPI Capital Invest PME 2023: [***] If to FCPI Capital Invest PME 2021: [***] If to FCPI Capital Invest PME 2020: [***] If to FCPI Capital Invest PME 2019: [***] If to FCPI Capital Invest PME 2018: [***] If to FCPI Capital Invest PME 2017: [***] If to FCPI Capital Invest PME 2016: [***] If to BIVF: [***] If to Torsten Dreier: [***]

ACTIVE/202925561.5 If to Biodiscovery 5 FPCI: [***] If to Familiefonds BZH: [***] If to JSH Biotech ApS: [***] 25.2 Any notice shall be effective upon receipt and shall be deemed to have been received: (A) at the time of delivery, if delivered by hand or a courier company; (B) on the next Business Day in the place to which it is sent if sent by email (provided, however, that if no confirmation is received within three (3) Business Days, the notice shall be deemed to have been received on the date when such confirmation is actually received); (C) on the first (1st) Business Day following the date of posting if sent by registered mail, provided that both the sender and the addressee reside in Belgium; or (D) on the seventh (7th) Business Day (in the place to which it is sent) following the date of posting if sent by registered mail where either the sender or the addressee does not reside in Belgium. 26. ASSIGNMENT OF RIGHTS AND OBLIGATIONS 26.1 Except as otherwise provided herein and except for any assignment of rights amongst, respectively, the Preferred A Shareholders, the Preferred B Shareholders, the Preferred C Shareholders, the Preferred D Shareholders, and their Affiliates / Affiliated Funds (for the avoidance of doubt, excluding any rights granted to a specific Shareholder irrespective of the class(es) of Shares it holds), no Party may assign all or part of its rights and obligations under this Agreement, including any rights granted to a specific Shareholder irrespective of the class(es) of Shares it holds, to any third party ((through a sale, a capital contribution, a donation or any other transaction, including the sale or contribution of a division ("bedrijfstak" / "branche d'activité") or of a business as a whole ("algemeenheid" / "universalité"), or a merger ("fusie" / "fusion") or demerger ("splitsing" / "scission"), except in the cases of an internal reorganisation of the Shareholder and/or their Affiliates / Affiliated Funds), without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed)). 26.2 As long as the consent as referred to in clause 26.1 has not been obtained, the assigning Party shall continue to be liable for all obligations that it intended to assign (without prejudice to any other right or remedy that the other Parties may have for breach of this clause 26.1). 26.3 Subject to the assignment restrictions set out in this clause 26, the provisions of this Agreement shall insure to the benefit of and shall be binding upon the Parties and their respective heirs, successors and assignees. 27. ETHICAL BEHAVIOUR 27.1 The Company shall take all appropriate steps and measures in order to have the Company and each of its Subsidiaries:

ACTIVE/202925561.5 (A) running their business: (i) under conditions which comply with the general principles and rules deriving from the European Convention for the Protection of the Human Rights and Fundamental Freedom dated 4 November 1950, and from the prescriptions and recommendations of the International Labour Organization, in particular with respect to the protection of childhood; (ii) by avoiding or limiting, to the extent reasonably feasible considering the state of the art, harm to the environment; and (iii) in case of operation of a website or a mail site on the Internet, by not delivering any message which hurt common moral principles or the general principles set forth in the said European Convention for the Protection of the Human Rights and Fundamental Freedom; and (B) taking all appropriate monitoring and control procedures to ensure that the Company and its subsidiaries are complying with the provisions as set forth in clause 27.1(A) hereinabove. 27.2 The Company has been informed of the commitments made by Shareholders to take into account in their investments and the monitoring of their holdings, environmental, social, societal and good corporate governance criteria, such as: (A) the use of natural resources; (B) environmental impacts; (C) employing; (D) social dialogue; (E) human resources; (F) attention to people; (G) relations with suppliers and customers; (H) relations with the territory and "stakeholders" in general; (I) governance; and (J) management. 27.3 The Company undertakes to be part of a process of progress so that the Company operates in conditions that reconcile the Company's economic interest and social responsibility. 28. SEVERABILITY 28.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected. 28.2 In such case, each Party shall use its reasonable commercial efforts to immediately negotiate in good faith and implement a valid replacement provision with an economic effect which is as close as possible to that of the invalid, void or unenforceable provision.

ACTIVE/202925561.5 29. NO PARTNERSHIP Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties or any of them. 30. ENTIRE AGREEMENT 30.1 This Agreement, including its Exhibits (and the documents referred to herein) contains the entire agreement between the Parties and supersedes any prior agreement or understanding, written or oral, between the Parties with respect to the subject matter of this Agreement. 30.2 This Agreement replaces, terminates and annuls all prior agreements, communications, offers, proposals or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter. 31. NON-CONTRACTUAL CLAIMS Each Party hereby excludes any extra-contractual liability related to the formation, performance, and termination of this Agreement (and guarantees that its Affiliates exclude this) with respect to any other Party and the directors, employees, shareholders, and direct or indirect auxiliary persons of such other Party and its Affiliates to the fullest extent permitted by law (except in the case of fraud or wilful misconduct). 32. GOVERNING LAW Save for the provisions of Schedule 6, this Agreement shall be governed by and construed in accordance with Belgian law, without giving effect to any other choice-of-law or conflict-of- laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable. 33. JURISDICTION All disputes arising out of or in connection with this Agreement and which the Parties are unable to settle amicably shall be subject to the exclusive jurisdiction of the competent courts of Belgium. 34. PROXY TO INITIAL THE AGREEMENT AND THE EXHIBITS The Parties (except Fidelity) hereby give a power of attorney to Paul van der Horst, Ellen Lefever, Silvana Hugue, Mats Muys, as well as any other manager, officer or employee of the Company, each acting individually, with right of substitution, to initial this Agreement and its schedules in any other way mutually agreed upon by the Parties. 35. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement. The exchange of a fully executed version of this Agreement (in counterparts or otherwise) by electronic transmission (including pdf or any electronic signature (including DocuSign)) or by facsimile and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes and shall be sufficient to bind the parties to the terms and conditions of this Agreement. No exchange of original signatures is necessary. [NEXT PAGES ARE SIGNATORY PAGES] Done in Antwerp, on 4 November 2024, in as many originals as there are parties to the agreement. Each of the parties acknowledges receipt of its own original.

ACTIVE/202925561.5 EXECUTED by AGOMAB THERAPEUTICS NV, represented by ……………………………………………….. Name: Tim Knotnerus Name: David Epstein Title: CEO Title: Chairman

Confidential ACTIVE/202925561.5 SCHEDULE 1 DEFINITIONS AND INTERPRETATION 1. DEFINITIONS Accession Deed : means the accession deed in substantially the form attached at Schedule 4. Additional Shares : has the meaning given to it in Schedule 4 of the Subscription Agreement. Affiliate : has the meaning of affiliate ("verbonden person of vennootschap" / "personne ou société liée") as defined in article 1:20 of the Belgian Code for Companies and Associations. Affiliated Fund : means a Member of the Same Fund Group. Agreement : means this Shareholders' Agreement. Anti-dilution Warrants : means the Anti-Dilution A Warrants, Anti-Dilution B Warrants, the Anti-Dilution C Warrants and the Anti-Dilution D Warrants. Anti-Dilution A Warrants : means the sixty (60) anti-dilution warrants of the Company issued to holders of Preferred A Shares in connection with the Series A Investment. Anti-Dilution B Warrants : means the two hundred and fifty (250) anti-dilution warrants of the Company issued to holders of Preferred B Shares in connection with the Series B Investment. Anti-Dilution C Warrants means the two hundred and ten (210) anti-dilution warrants of the Company issued to holders of Preferred C Shares in connection with the Series C Investment. Anti-Dilution D Warrants means the two hundred and forty (240) anti-dilution warrants of the Company issued to holders of Preferred D Shares on the date of this Agreement in the form set out in Schedule 4 of the Subscription Agreement. Best Efforts : means, when used in connection with an undertaking, a commitment by the Parties concerned to use all reasonable efforts that a reasonably prudent person put in the same circumstances would use, including, where appropriate, attending general meetings of the Company with all their Shares and voting such Shares in favour of all decisions that are necessary or useful so that the undertaking can be best

ACTIVE/202925561.5 achieved and, where appropriate, waiving their preferential subscription rights or attending general meetings of the Company with all their Shares and voting such Shares in favour of the cancellation of preferential subscription rights. BIVF : means Boehringer Ingelheim Venture Fund GmbH. Board : means the board of directors of the Company, as constituted from time to time. Business Activities : has the meaning as defined in Recital (B). Business Days : means any day from Monday to Friday (included), excluding statutory or banking holidays in Belgium, the United Kingdom, California or New York, USA. Business Plan : means the business plan of the Company in the form attached at Schedule 5. Call Option : has the meaning as defined in clause 10.1(A). Canaan means Canaan XII L.P. CEO Director : has the meaning given to it in the New Articles. CFC : has the meaning as defined in clause 6. Class A Preference Profit Sharing Certificate : means the profit sharing certificate with the rights set out in article 39 of the New Articles; Common Shares : means the common shares of the Company. Company : means AgomAb Therapeutics NV. Completion : has the meaning given to it in the Subscription Agreement. Completion Date : has the meaning given to it in the Subscription Agreement. Confirmation Notice : has the meaning given to it in the New Articles. Conversion Ratio : has the meaning given in the New Articles. Dawn : means Memory Investments S.à.r.l. Dilutive Issue : has the meaning given to it in Schedule 4 of the Subscription Agreement. Director : means a member of the Board.

ACTIVE/202925561.5 Employee Stock Option Plan : means the stock option plan of the Company adopted on the Completion Date, as amended from time to time. Employee Stock Option Warrants : has the meaning given to it in clause 8.2. ESOP Cap : has the meaning given to it in clause 8.3. ESOP Common Shares : has the meaning given to it in the New Articles. Existing Agreement : has the meaning as defined in Recital (C). EQT : means LSP 7 Coöperatief U.A. Exit : has the meaning given to it in the New Articles. Export Control Laws : means all applicable provisions of United States export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, and the export control laws and regulations of any other applicable jurisdiction. FCPA : has the meaning defined in clause 14.5. Fidelity : means collectively, the Fidelity Investors. Fidelity Investors : means (i) Fidelity Growth Company Commingled Pool By: Fidelity Management Trust Company, as Trustee, (ii) Fidelity Mt. Vernon Street Trust : Fidelity Growth Company K6 Fund; (iii) Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund; (iv) Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund and (v) Fidelity Select Portfolios: Pharmaceuticals Portfolio. FMR : means Fidelity Management and Research Company LLC. Founders : Paolo Michieli, Michael Saunders, Federica Linty, Virginia Morello, Manuela Cazzanti, De Haard Antibody Technologies and EuremAb Srl. Fund Manager : means a person whose principal business it is to make, manage or advise upon investments in securities, including a registered investment advisor. Group : means the Company and each of its Subsidiaries from time to time.

ACTIVE/202925561.5 Holding Company : has the meaning given to it in the New Articles. Holding Company Reorganisation : has the meaning given to it in the New Articles. Independent Director : has the meaning as defined in clause 3.6. Intellectual Property : means any intellectual property rights, including copyrights, neighbouring and related rights, trade and service marks, trade names, rights in logos and get-up, inventions, rights in databases, domain names, confidential information, trade secrets and Know-How, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all pending applications for registration and all rights to apply for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world and any rights to receive remuneration in respect of such rights. Investment Fund : has the meaning given to it in the New Articles. Investor Director : means the Directors appointed in accordance with clauses 3.2, 3.3 and 3.4. Investors : has the meaning given to it in the Subscription Agreement. IPO : has the meaning given to it in the New Articles. Key Manager : means Tim Knotnerus. Know-How : means any expertise, practice, experience, factual and technical knowledge and information relating to commercial, scientific and technical matters, inventions and trade secrets, including but not limited to any non-patentable technical and other information which is not in the public domain including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, reports and data analyses, procedures, tests, genes, plasmas, vectors, clones, cell lines, cell cultures, cell expression systems, cell constructions, developments, micro-organisms, chemical compounds, biochemical compounds, mutations, test systems, test protocols and purification materials and techniques.

ACTIVE/202925561.5 Liquidity Event : has the meaning given to it in the New Articles. Major Investor : means a Shareholder holding (together with its Permitted Transferees) not less than five per cent. (5%) of the Preferred Shares outstanding at the date of this Agreement. Management Agreement : means the management agreement entered into between the Company and Tim Knotnerus, as amended from time to time. Member of the Same Fund Group : has the meaning given to it in the New Articles. New Articles : means the articles of association of the Company to be adopted on or prior to the Completion Date and as amended, restated or superseded from time to time. Non-Compete Period : has the meaning as defined in clause 15.2(B). Observer : means a non-voting observer appointed in accordance with clause 3.13. Option Shares : has the meaning as defined in clause 10.1(A). Permitted Transferee : has the meaning given to it in the New Articles. PFIC : has the meaning as defined in clause 6. Pfizer means Pfizer Inc. Preferred A Shareholder : means a holder of Preferred A Shares. Preferred A Shares : means the preferred A shares in the capital of the Company from time to time having the rights and privileges set out in this Agreement and the New Articles. Preferred A Majority : means the holders of a majority in number of the Preferred A Shares then outstanding. Preferred A Majority Consent : means the written consent of the Preferred A Majority, required insofar and for so long as any of the Preferred A Shares outstanding at the date of this Agreement remain outstanding. Preferred B Majority : means the holders of a majority in number of the Preferred B Shares then outstanding. Preferred B Majority Consent : means the written consent of the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of this Agreement remain outstanding.

ACTIVE/202925561.5 Preferred B Shareholder : means a holder of Preferred B Shares. Preferred B Shares : means the preferred B shares in the capital of the Company from time to time having the rights and privileges set out in this Agreement and the New Articles. Preferred C Majority : means the holders of a majority in number of the Preferred C Shares then outstanding. Preferred C Majority Consent : means the written consent of the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of this Agreement remain outstanding. Preferred C Shareholder : means a holder of Preferred C Shares. Preferred C Shares : means the preferred C shares in the capital of the Company from time to time having the rights and privileges set out in this Agreement and the New Articles. Preferred D Extraordinary Resolution has the meaning as defined in Schedule 7. Preferred D Majority : means the holders of a majority in number of the Preferred D Shares then outstanding. Preferred D Majority Consent : means the written consent of the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of this Agreement remain outstanding. Preferred D Shareholder : means a holder of Preferred D Shares. Preferred D Shares means the preferred D shares in the capital of the Company from time to time having the rights and privileges set out in this Agreement and the New Articles. Preferred Majority : mean the holders of a majority in number of the Preferred Shares then outstanding, including in each case also the Preferred B Majority, the Preferred C Majority and the Preferred D Majority. Preferred Majority Consent : means the written consent of the Preferred Majority, required insofar and for so long as any of the Preferred Shares outstanding at the date of this Agreement remain outstanding, it being understood that the Preferred Majority Consent must include (i) the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of this Agreement remain outstanding, (ii) the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of this Agreement remain outstanding,

ACTIVE/202925561.5 as well as (iii) the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of this Agreement remain outstanding . Preferred Shares : means the Preferred A Shares, the Preferred B Shares, the Preferred C Shares and the Preferred D Shares. Prospective Qualifying IPO : means an IPO that the Board in good faith believes will constitute a Qualifying IPO. Qualifying IPO : has the meaning given to it in the New Articles. Sanctioned Person : means a person that is (a) the subject of Sanctions, or (b) majority-owned or controlled, individually or in the aggregate, by one or more parties that are the subject of Sanctions. Sanctions : means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Treasury, Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) His Majesty's Treasury, or (v) other similar governmental bodies with regulatory authority over the Company and its operations from time to time. Securities : shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or warrants), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company (including, amongst others, profit shares) at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or warrants attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right ("wettelijk voorkeurrecht/droit préférentiel de souscription")). Seed Investment : means the investment by V-Bio, the Founders, AFB and TJK Life Sciences B.V. in the Company which was executed in the front of the notary in Belgium on 22 February 2018 and 19 October 2018. Series A Investment : means the investment by V-BIO, AFB, BIVF, Pontifax, Omnes Funds, Torsten Dreier and Biodiscovery 5 in the Company, in accordance with the terms and conditions of the subscription

ACTIVE/202925561.5 and shareholders' agreement of 4 March 2019. Series A Investor Director : has the meaning given to it in clause 3.4. Series B Investment : means the investment by, among others, Redmile, Cormorant, Walleye and Pfizer, in the Company, in accordance with the terms and conditions of the shareholders' agreement of 5 March 2021 (as amended on 28 June 2022) and the subscription agreements of 5 March 2021 and 28 June 2022. Series B Investor Director : has the meaning given to it in clause 3.3. Series C Investment : means the investment by, among others, Fidelity, EQT and Dawn, in the Company, in accordance with the terms and conditions of the shareholders’ agreement of 10 October 2023 (as amended on 8 July 2024) and the subscription agreement of 3 October 2023. Series D Investment : means the investment by, among others, Sanofi, Invus, Fidelity and EQT, in the Company, in accordance with the terms and conditions of this Agreement and the Subscription Agreement. Series C Investor Director : has the meaning given to it in clause 3.2. Service Period : means the period during which the person concerned is a director, employee or consultant of or rendering services to the Company. Shareholder : means an owner of Shares. Shares : means the shares of the Company at any given time, representing the Company's share capital. Subscription Agreement : means the subscription agreement entered into between the Investors, the Existing Shareholders and the Company dated 22 October 2024. Subsidiary : has the meaning of subsidiary ("dochtervennootschap" / "filiale") as defined in article 1:15, 2°, of the Belgian Code for Companies and Associations. Tax : means all applicable federal, state, local and foreign taxes, whether or not deferred, (including, without limitation, income, profit, VAT, use, real property, personal property, ad valorem, excise, social security and withholding taxes) and tax prepayments, assessments, levies, imports, duties, license fees, registration duties, withholdings, or other similar charges of every kind, character or description and any interest, penalties or additions to tax imposed thereon or in connection

ACTIVE/202925561.5 therewith. Termination Date : means the date upon which the person concerned ceases to be a Key Manager of the Company. Type A Leaver : means a Key Manager who leaves the Company in circumstances involving his/her/it being summarily dismissed by reason of his/her breach of the Restrictive Covenants set forth in clause 15, fraud, dishonesty or gross misconduct ("fraude" / "dol"). Type B Leaver : means a Key Manager who leaves the Company as a result of the resignation by the Key Manager for reasons other than severe illness, death or retirement, within the first three (3) years after the date of sending of the Offer Letter (as defined in the Employee Stock Option Plan) addressed to such Key Manager. Type C Leaver : means a Key Manager who leaves the Company and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board. U.S. Tax Code : has the meaning as defined in clause 6. V-Bio : means V-Bio Fund 1 NV. Warrants : means the Anti-Dilution A Warrants, the Anti-Dilution B Warrants, the Anti-Dilution C Warrants, the Anti-Dilution D Warrants and the Employee Stock Option Warrants. 2. INTERPRETATION 2.1 Words and expressions which are defined in the New Articles shall have the meanings attributed to them therein when used in this Agreement unless otherwise defined or the context otherwise requires. 2.2 The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction. 2.3 The original version of this Agreement has been drafted in English. Should this Agreement be translated, in whole or in part, into French, Dutch or any other language, the English version shall prevail among the parties to the fullest extent permitted by Belgian law, provided, however, that whenever French and/or Dutch translations of certain words or expressions are contained in the original English version of this Agreement, such translations shall be conclusive in determining the Belgian legal concept(s) to which the parties intended to refer. 2.4 Reference to a "party" or "parties" is to a Party or Parties of the Agreement. 2.5 Each reference to a "clause", "Schedule" or "Appendix" is, unless the context specifically requires otherwise, a reference to the corresponding clause of or schedule or appendix to this Agreement, and each reference to a "paragraph" is, unless the context specifically requires

ACTIVE/202925561.5 otherwise, a reference to the corresponding paragraph of the provision in which that reference occurs. 2.6 References to "writing" or "written" include any other non-transitory form of visible reproduction of words. 2.7 Reference to a "company" shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established. 2.8 Reference to a "person" includes any natural person, individual, firm, company, corporation, limited liability company, body corporate, governmental authority, association, joint venture, trust or partnership (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists). 2.9 When using the words "shall cause" or "shall procure that" (or any similar expression or any derivation thereof), the Parties intend to refer to the Belgian law concept of "porte-fort" / "sterkmaking". 2.10 The words "herein", "hereof", "hereunder", "hereby", "hereto", "herewith" and words of similar meaning shall refer to this Agreement as a whole and not to any particular section, clause, paragraph, Schedule or other subdivision. 2.11 References to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things. 2.12 In this Agreement, general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and general words which follow particular or specific words shall not be given a restrictive meaning by reason of the fact that they are preceded by such words. 2.13 References to documents "in the agreed form" are references to documents with respect to which the Parties have reached an agreement and shall be initialized by or on behalf of the relevant Parties for the purposes of identification only. 2.14 Reference to this Agreement includes this Agreement as amended and supplemented in accordance with its terms. 2.15 For the calculation of a period of time, such period shall start the next following day after the day on which the event triggering such period of time has occurred. The expiry date shall be included in the period of time. If the expiry date is a Saturday, a Sunday or a bank holiday in Belgium, the expiry date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. Any reference to a moment in time or an hour of day shall be a reference to Belgian time (GMT+1, CET). 2.16 References to those of the Parties that are individuals include their respective legal personal representatives. 2.17 Except where the context specifically requires otherwise, words importing one gender shall be

ACTIVE/202925561.5 treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof. 2.18 References to statutory provisions, enactments or EU Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or EU Directive (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or EU Directive unless any such change imposes upon any party any liabilities or obligations which are more onerous than as at the date of this Agreement. 2.19 Article 5.66 of the Belgian Civil Code and article 1602, paragraph 2 of the old Belgian Civil Code shall not apply in the interpretation of the provisions of this Agreement. In this respect, no clause shall be interpreted against a Party solely as a result of the fact that such Party was responsible for drafting such clause, it being acknowledged that representatives of all Parties have participated in the drafting and negotiating of this Agreement.

ACTIVE/202925561.5 SCHEDULE 2 BOARD MATTERS a) changes to the registered office, the head-office or a branch office of the Company; b) establishment of any joint-venture agreement or long term agreement with a duration of more than three years (unless such long term agreement may be terminated at will with no more than three months’ notice); c) approval of the Business Plan or any material updates thereof; d) approval of the annual financial, operating and investment budget for the Company or any material updates thereof; e) approval of investments or expenditures exceeding the approved annual budget of the Company by one million euro (EUR 1,000,000) or more; f) appointment, terms of such appointment (including remuneration and any amendments to the terms of such appointment) and dismissal of members of the executive management of the Company; g) determination of the powers of the managers responsible for the day-to-day management; h) management of the Employee Stock Option Plan (including granting of warrants thereunder); i) any transactions, arrangements or agreements between the Company and any shareholder or person or company affiliated to a shareholder or director; j) sale, transfer or disposal of any substantial part or asset or right of the Company with a value over five hundred thousand euro (EUR 500,000); k) approval of and/or modification to any agreements concerning the disposal or acquisition of Intellectual Property rights (other than in the ordinary course of business); l) any decision to apply Book XX of the Code of Economic Law ; m) issuance of securities of any class or convertible bonds, subscription warrants or other instruments that may give the holder thereof rights to receive, acquire or subscribe to shares in the Company other than options or warrants granted under a previously approved stock option plan; n) repurchase of its own Shares by the Company; o) engage in any court action or conduct any litigation, arbitration or similar litigation proceedings (other than for collecting claims of the company and taking actions that cannot be reasonably postponed without negative consequences for the Company) on behalf of the Company; p) changing the accounting policies of the Company; q) providing an indemnity or guarantee (other than in the ordinary course of business); r) any participation in other companies, mergers or acquisitions, including disposal or acquisition of any securities in the capital of any other company or establishment of any new branch or subsidiary of the Company; s) granting or receiving of loans, financing or security obligations not previously approved by the Board (other than transactions with or between subsidiaries); t) incurring debt in excess of five percent (5%) of the Series C Investment; u) transactions outside the ordinary course of business (as set forth in the Business Plan) or changes to the nature of the Company's business; v) connected party transactions other than transactions with or between subsidiaries; w) entering into any contract with an aggregated annual value above three million euro (EUR 3,000,000), or x) selecting an independent expert for the purposes of clause 3.4 of the Anti-Dilution B Warrants, the Anti-Dilution C Warrants and/or the Anti-Dilution D Warrants.

Confidential ACTIVE/202925561.5 SCHEDULE 3 “AgomAb Therapeutics” Limited liability company Established in the Flemish Region With address at 2600 Berchem (Antwerp), Posthoflei 1/6 RCE Antwerp division Antwerp VAT BE 0674.527.310 -------- Articles of association after the extraordinary general meeting of 4 November 2024 DEFINITIONS In these Articles the following words and expressions shall have the following meanings: Actions has the meaning given in article 22.1; A Preference Amount has the meaning given to it in article 35.2(d); Accession Deed means a deed of accession to the Agreement in a form acceptable to the Board (acting reasonably); Affiliate has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code for Companies and Associations. Agreement means the shareholders’ agreement relating to the Company dated 4 November 2024, as amended from time to time; Anti-Dilution A Warrants means the sixty (60) anti-dilution warrants of the Company issued to holders of Preferred A Shares in connection with the Series A Investment; Anti-Dilution B Warrants means the two hundred and fifty (250) anti-dilution warrants of the Company issued to certain holders of Preferred B Shares in connection with the Series B Investment; Anti-Dilution C Warrants means two hundred and ten (210) anti-dilution warrants of the Company issued to holders of Preferred C Shares in connection with the Series C Investment; Anti-Dilution D Warrants means two hundred and forty (240) anti-dilution warrants of the Company issued to holders of Preferred D Shares on 4 November 2024 in the form set out in Schedule 4 of the 2024 Subscription Agreement; Anti-Dilution Warrants means the Anti-Dilution A Warrants, the Anti-Dilution B Warrants, the Anti-Dilution C Warrants and the Anti-Dilution D Warrants; Articles or articles means the articles of association of the Company, as amended from time to time;

ACTIVE/202925561.5 As Converted Basis means, in respect of a number of Shares to be determined on an “As Converted Basis” by reference to any particular securities in the Company: (a) such number of those securities as are Common Shares; plus (b) such number of Common Shares as such securities which are Preferred Shares (if any) may then be converted into in accordance with Article 8.2; and (c) in respect of any securities (other than Shares) (if any) then such number of Shares as may be subscribed or exchanged for, or converted into or otherwise called for, pursuant thereto (and, if such Shares are Preferred Shares, then the number of Common Shares attributable thereto in accordance with (b) above); Asset Sale means the disposal or other disposition by the Company and/or any member of the Group which together constitute all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of Intellectual Property not entered into in the ordinary course of business); B Preference Amount has the meaning given to it in article 35.2(c); Belgian Code for Companies and Associations means the Belgian Code for Companies and Associations of 23 March 2019, as amended from time to time; Board means the board of directors of the Company from time to time; Business Day means any day from Monday to Friday (included), excluding statutory or banking holidays in Belgium, the United Kingdom, California or New York, USA; Buyer has the meaning given to it in article 11.5.3; C Preference Amount has the meaning given to it in article 35.2(b); Canaan means Canaan XII L.P.; Catch-Up Amount has the meaning given to it in article 35.7; CEO Director has the meaning given in article 24.5; Chairperson Director has the meaning given in article 24.6; Class A Preference Profit Sharing Certificate has the meaning given in article 39.1; Common Shares means the common shares of the Company having the rights and privileges set out in these articles and the Agreement;

ACTIVE/202925561.5 Company means AgomAb Therapeutics NV; Confirmation Notice has the meaning given to it in article 11.1.1. A; Controlling Interest means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations; Control Tag Along Right has the meaning given in article 11.6.1; Control Tag Along Exercise Notice has the meaning given in article 11.6.6; Control Tag Along Invitation Notice has the meaning given in article 11.6.5.(ii)(b); Conversion Ratio means a ratio of one (1) Common Share for every one (1) Preferred Share or ESOP Common Share, subject to adjustment in accordance with article 8.2.12; Co-Sale Notice has the meaning given to it in article 11.5.3; Dawn means Memory Investments S.à.r.l.; Decisive Influence has the meaning given in article 11.6.2; Decisive Influence Notice has the meaning given in article 11.6.4; Decisive Shareholder has the meaning given in article 11.6.1; Director(s) means a director or directors of the Company from time to time; Drag Along Notice has the meaning given in article 11.7.4; Drag Along Right has the meaning given in article 11.7.1.B; Dragged Parties has the meaning given in article 11.7.1B; Dragging Parties has the meaning given in article 11.7.1; Equity Holder has the meaning given to it in article 11.5.3; Employee Stock Option Warrants means any warrants issued by the Company to give effect to the ESOP Stock Option Plan; EQT means LSP 7 Coöperatief U.A.; ESOP Common Shares means the ESOP common shares of the Company having the rights and privileges set out in these articles and the Agreement; ESOP Stock Option Plan means the various stock option plans of the Company, as adopted by the Board from time to time; Exit means a Share Sale or an Asset Sale;

ACTIVE/202925561.5 Expert Valuer has the meaning given in article 11.4A.1; Fair Value has the meaning given in article 11.4A.3; Family Trust means as regards any particular individual member or deceased or former individual member, trusts (whether arising under a settlement, declaration of trust or other instrument by whomsoever or wheresoever made or under a testamentary disposition or on an intestacy) under which no immediate beneficial interest in any of the shares in question is for the time being vested in any person other than the individual and/or Privileged Relations of that individual, and so that for this purpose a person shall be considered to be beneficially interested in a share if such share or the income thereof is liable to be transferred or paid or applied or appointed to or for the benefit of such person or any voting or other rights attaching thereto are exercisable by or as directed by such person pursuant to the terms of the relevant trusts or in consequence of an exercise of a power or discretion conferred thereby on any person or persons; Fidelity means collectively, the Fidelity Investors; Fidelity Investors means (i) Fidelity Growth Company Commingled Pool By: Fidelity Management Company, as Trustee; (ii) Fidelity Mt. Vernon Street Trust : Fidelity Growth Company K6 Fund; (iii) Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund; (iv) Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund and (v) Fidelity Select Portfolios: Pharmaceuticals Portfolio; FMR means Fidelity Management and Research Company LLC; Founder means each of Paolo Michieli, Michael Saunders, Federica Linty, Virginia Morello, Manuela Cazzanti, De Haard Antibody Technologies B.V. and EuremAb Srl; Fund Manager means a person whose principal business is to make, manage or advise upon investments in securities, including a registered investment advisor; Group means the Company and each of its Subsidiaries from time to time; Holding Company means a newly formed company in any jurisdiction (including, without limitation, in the United States of America under Delaware law), which has no previous trading history and has been incorporated for the purposes of a Holding Company Reorganisation; Holding Company Reorganisation means any transaction involving the issue of shares in the capital of a new Holding Company to the shareholders, the object or intent of which is to interpose the new Holding Company as the sole owner of the Company such that immediately subsequent to such transaction: (a) the number and class of shares comprised in the issued share capital of the new Holding Company, the

ACTIVE/202925561.5 identity of the shareholders of the new Holding Company, and the number and class of shares held by each such person is the same as (or, as regards number of shares only, proportionate to) the issued share capital of the Company (save for the fact that such shares are issued by a different company) and the identity of the Shareholders and the number and class of Shares held by each such person immediately prior to such transaction; (b) the rights attaching to each class of share comprised in the new Holding Company are the same (save for the fact that such shares are issued by a different company and/or in a different jurisdiction with attendant differences in company law) as those rights attaching to the like class of share comprised in the share capital of the Company immediately prior to such transaction; and (c) the constitutional documents of the new Holding Company are the same in substantive effect (save for the fact that they apply in respect of a different company, and as to matters and modifications to reflect that the new Holding Company may be incorporated in a jurisdiction other than Belgium) as the articles of association of the Company immediately prior to such acquisition; Independent Director has the meaning given in article 24.6; Intellectual Property means any intellectual property rights, including copyrights, neighbouring and related rights, trade and service marks, trade names, rights in logos and get-up, inventions, rights in databases, domain names, confidential information, trade secrets and Know-How, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all pending applications for registration and all rights to apply for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world and any rights to receive remuneration in respect of such rights; Investor has the meaning given in the Agreement. Investment Fund means a fund, partnership, trust, company, mandate syndicate, registered investment company or other entity whose business is managed or advised (in an investment advisory capacity) by a Fund Manager; Investor Director means the Series A Investor Director, the Series B Investor Director and the Series C Investor Director; IPO means the admission of all or any of the shares of the Company or securities representing those shares (including, without limitation, depositary interests, American depositary receipts, American depositary shares and/or other instruments) on the New York Stock

ACTIVE/202925561.5 Exchange, NASDAQ, Official List of the United Kingdom Listing Authority, Euronext Amsterdam or Euronext Brussels; Issue Price means the price in EUR at which the relevant Share is issued, including any premium, provided that: (a) the Issue Price per Preferred D Share shall be the Preferred D Issue Price; (b) the Issue Price per Preferred C Share shall be the Preferred C Issue Price; (c) the Issue Price per Preferred B Share shall be the Preferred B Issue Price; and (d) the Issue price per Preferred A Share shall be: (i) forty euro (EUR 40) per Preferred A Share for the 15,450 shares issued at the occasions of the Seed Investment (as defined in the Agreement) and which were converted into Preferred A Shares on 14 March 2019; and (ii) eighty-five euro (EUR 85) per Preferred A Share for the Preferred A Shares issued in the Series A Investment on 14 March 2019; Key Manager means Tim Knotnerus; Know-How means any expertise, practice, experience, factual and technical knowledge and information relating to commercial, scientific and technical matters, inventions and trade secrets, including but not limited to any non-patentable technical and other information which is not in the public domain including information comprising or relating to concepts, discoveries, data, designs, formulae, ideas, reports and data analyses, procedures, tests, genes, plasmas, vectors, clones, cell lines, cell cultures, cell expression systems, cell constructions, developments, micro-organisms, chemical compounds, biochemical compounds, mutations, test systems, test protocols and purification materials and techniques; Liquidation Interest Profit Share has the meaning given in article 39.7; Liquidity Event has the meaning given in article 35.1; Major Investor means a Shareholder holding (together with its Permitted Transferees) not less than five per cent. (5%) of the Preferred Shares outstanding at the date of the Agreement; Member of the Same Fund Group means, if the shareholder is an Investment Fund or is a custodian or nominee of that Investment Fund:

ACTIVE/202925561.5 (a) any participant or partner in or member of any such Investment Fund or the holders of any unit trust which is a participant or partner in or member of any Investment Fund (but only in connection with the dissolution of the Investment Fund or any distribution of assets of the Investment Fund pursuant to the operation of the Investment Fund in the ordinary course of business); (b) any Investment Fund managed, advised, sub advised, sponsored or controlled, directly or indirectly (including as delegate of the Fund Manager), by the Fund Manager managing or advising (including through delegation) the concerned Investment Fund or by another Fund Manager who is a member of the Investment Fund’s Group or its Fund Manager’s Group; (c) any parent company or a subsidiary company of the Investment Fund or Fund Manager, or any subsidiary company of any parent company of the Investment Fund or Fund Manager; (d) any general partner, managing member, officer, director, trustee, nominee or custodian of such Investment Fund and vice versa, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of such Investment Fund and vice versa; and (e) any Affiliate of an Investment Fund. Member of the Same Group means as regards any company, a company which is from time to time a parent company or a subsidiary company of that company or a subsidiary company of any such parent company; New Reorganisation Shareholder has the meaning given in article 11.8.3; Observer means a non-voting observer appointed in accordance with article 24.13; Offered Shares has the meaning given in article 11.4.1. Original Shareholder has the meaning given in article 11.2.1. Outstanding A Liquidity Preference has the meaning given to it in article 35.6; Outstanding B Liquidity Preference has the meaning given to it in article 35.5; Outstanding C Liquidity Preference has the meaning given to it in article 35.4; Outstanding D Liquidity Preference has the meaning given to it in article 35.3; Permitted Transferee means:

ACTIVE/202925561.5 (a) in relation to a Shareholder who is an individual, any of his Privileged Relations, Trustees or Qualifying Companies; (b) in relation to a Shareholder which is a legal entity, any Member of the Same Group; (c) in relation to a Shareholder which is an Investment Fund, any Member of the Same Fund Group; (d) in relation to a Preferred Shareholder: (i) any Member of the Same Group; (ii) any Member of the Same Fund Group; (iii) any nominee or custodian of that Preferred Shareholder (and vice versa); and (e) in relation to a holder of ESOP Common Shares, a holding structure (“stichting” / “fondation”) or other similar entity in accordance with the ESOP Stock Option Plan; Preferred A Dividend has the meaning given in article 32.2(e); Preferred A Majority means the holders of a majority in number of the Preferred A Shares then outstanding; Preferred A Majority Consent means the written consent of the Preferred A Majority, required insofar and for so long as any of the Preferred A Shares outstanding at the date of the Agreement remain outstanding; Preferred A Shares means the preferred A shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred B Dividend has the meaning given in article 32.2(d); Preferred B Issue Price means EUR 208.5045319; Preferred B Shares means the preferred B shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred B Majority means the holders of a majority in number of the Preferred B Shares then outstanding; Preferred B Majority Consent means the written consent of the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of the Agreement remain outstanding; Preferred C Dividend has the meaning given in article 32.2(c); Preferred C Issue Price means EUR 208.5045319;

ACTIVE/202925561.5 Preferred C Shares means the preferred C shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred C Majority means the holders of a majority in number of the Preferred C Shares then outstanding; Preferred C Majority Consent means the written consent of the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of the Agreement remain outstanding; Preferred D Dividend has the meaning given in article 32.2(b); Preferred D Issue Price means EUR 239.7802117; Preferred D Shares means the preferred D shares of the Company having the rights and privileges set out in these articles and the Agreement; Preferred D Majority means the holders of a majority in number of the Preferred D Shares then outstanding; Preferred D Majority Consent means the written consent of the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of the Agreement remain outstanding; Preferred Dividend means the Preferred A Dividend, the Preferred B Dividend, the Preferred C Dividend and the Preferred D Dividend; Preferred Majority means the holders of a majority in number of the Preferred Shares then outstanding, which must in each case include the Preferred B Majority, the Preferred C Majority and the Preferred D Majority; Preferred Majority Consent means the written consent of the Preferred Majority, required insofar and for so long as any of the Preferred Shares outstanding at the date of the Agreement remain outstanding, it being understood that the Preferred Majority Consent must include (i) the Preferred B Majority, required insofar and for so long as any of the Preferred B Shares outstanding at the date of the Agreement remain outstanding, (ii) the Preferred C Majority, required insofar and for so long as any of the Preferred C Shares outstanding at the date of the Agreement remain outstanding, as well as (iii) the Preferred D Majority, required insofar and for so long as any of the Preferred D Shares outstanding at the date of the Agreement remain outstanding; Preferred Shareholders means a holder of Preferred Shares; Preferred Shares means the Preferred A Shares, the Preferred B Shares, the Preferred C Shares and the Preferred D Shares; Prior A Payment has the meaning given in article 35.6; Prior B Payment has the meaning given in article 35.5;

ACTIVE/202925561.5 Prior C Payment has the meaning given in article 35.4; Prior D Payment has the meaning given in article 35.3 Privileged Relations means, in relation to a shareholder who is an individual or deceased or former individual member, a spouse, civil partner, child or grandchild (including step or adopted or illegitimate child and their issue); Proposed Exit has the meaning given in article 22.1; Proposed Reorganisation has the meaning given in article 11.8.1; Prospective Transferee has the meaning given in article 11.7.1; Qualifying Company a company in which a shareholder or Trustee(s) holds the entire issued share capital and over which that shareholder or Trustee(s) exercises control (within the meaning of article 1:14 of the Belgian Code for Companies and Associations); Qualifying IPO means an IPO (i) in which the gross aggregate subscription amount in respect of new shares issued at the time of the IPO is not less than EUR 70,000,000 (before deduction of underwriters’ commissions and other expenses); (ii) in which the issue price per new share on the IPO is at least 1.2x the Preferred D Issue Price (as adjusted for any Reorganisation); and (iii) which is effected on the New York Stock Exchange, NASDAQ, Official List of the United Kingdom Listing Authority, Euronext Amsterdam or Euronext Brussels; Realisation Distribution has the meaning given in article 39.10; Redmile Redmile Biopharma Investments III, L.P.; Remaining Offered Shares has the meaning given in article 11.4.6. Reorganisation means any return of capital, bonus issue of shares or other securities of the Company by way of capitalisation of profits or reserves (other than a capitalisation issue in substitution for or as an alternative to a cash dividend which is made available to the Preferred Shareholders) or any consolidation or subdivision or any repurchase or redemption of shares or any variation in the subscription price or conversion rate applicable to any other outstanding shares of the Company; Reorganisation Actions has the meaning given in article 11.8.1; Requested Price has the meaning given in article 11.4.2(c); Requested Terms has the meaning given in article 11.4.2(e); Right of First Refusal has the meaning given in article 11.4.3;

ACTIVE/202925561.5 Right of First Refusal Invitation Notice has the meaning given in article 11.4.3; Sanofi means Sanofi Foreign Participations B.V. Series A Investment means the investment by V-BIO, AFB, BIVF, Pontifax, Omnes Funds, Torsten Dreier and Biodiscovery 5 for Preferred A Shares in the Company; Series A Investor Director has the meaning given in article 24.4; Series B Investment means the investment by, among others, Redmile, Cormorant, Walleye and Pfizer, in the Company, in accordance with the terms and conditions of the 2021 Shareholders’ Agreement, the 2021 Subscription Agreement and the 2022 Subscription Agreement; Series B Investor Director has the meaning given in article 24.3; Series C Investment means the investment by, among others, Fidelity, EQT and Dawn, in the Company, in accordance with the terms and conditions of the 2023 Shareholders’ Agreement and the 2023 Subscription Agreement; Series C Investor Director has the meaning given in article 24.2; Series D Investment means the investment by, among others, Sanofi, Invus, Fidelity and EQT, in the Company, in accordance with the terms and conditions of the Agreement and the 2024 Subscription Agreement. Shareholder means a holder of one or more Shares in the Company; Shareholder Representative has the meaning given in article 11.7.3; Share Sale means the sale of (or the grant of a right to acquire or to dispose of) any of the Shares (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and persons acting jointly with him acquiring a Controlling Interest, but for completeness, does not include a Holding Company Reorganisation; Shares means the Preferred D Shares, the Preferred C Shares, the Preferred B Shares, the Preferred A Shares, the Common Shares, the ESOP Common Shares and any other shares in the issued share capital of the Company from time to time; 2021 Shareholders’ Agreement means the shareholders’ agreement between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 5 March 2021; 2023 Shareholders’ Agreement means the shareholders’ agreement between the Company, the Existing Shareholders and the Investors,

ACTIVE/202925561.5 each as defined therein, dated 10 October 2023 (as amended on 8 July 2024); 2021 Subscription Agreement means the subscription agreement relating to the Series B Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 5 March 2021; 2022 Subscription Agreement means the subscription agreement relating to the Series B Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 24 June 2022; 2023 Subscription Agreement means the subscription agreement relating to the Series C Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 3 October 2023; 2024 Subscription Agreement means the subscription agreement relating to the Series D Investment between the Company, the Existing Shareholders and the Investors, each as defined therein, dated 22 October 2024; Subsidiary has the meaning of subsidiary (“dochtervennootschap” / “filiale”) as defined in article 1:15, 2°, of the Belgian Code for Companies and Associations; Transfer or transfer means, when used with respect to Shares or Warrants, any transaction that has as its goal, or results in, the transfer of any ownership rights on such shares or warrants, for valuable consideration or for free, even when carried out by way of public auction, voluntarily or by virtue of a judicial decision, including, but not limited to, contributions, exchange transactions, transfers of universalities, transfers of business divisions, mergers, de-mergers, absorptions, liquidations or similar transactions, as well as the granting of options to purchase or sell such shares or warrants, the offer of (preferential) subscription rights on such shares or warrants or the conclusion of a swap, forward sale or other agreement, that completely or partly transfers the economic benefits or the ownership of such shares or warrants, regardless of the fact whether such a transaction is realized by means of delivery of other securities, in cash or otherwise; and transferred and transferring shall have a correlative meaning; Transfer Notice has the meaning given in article 11.4.1; Transferor has the meaning given in articles 11.4.1 and 11.5.1; Trustee in relation to a Shareholder means the trustee or the trustees of a Family Trust; and Warrants means the Anti-Dilution Warrants and Employee Stock Option Warrants and any other warrant issued by the Company. CHAPTER I. LEGAL FORM – NAME – REGISTERED OFFICE – PURPOSE – TERM.

ACTIVE/202925561.5 Article 1.-LEGAL FORM – NAME. 1.1 The Company is a limited liability company (“naamloze vennootschap” / “société anonyme”), abbreviated “NV”. 1.2 Its name is “AgomAb Therapeutics”. 1.3 Its name has to be preceded or followed by the designation of the company form, or the abbreviation of such form. Article 2.-REGISTERED OFFICE. 2.1 The registered office of the Company is established in the Flemish Region. 2.2 It may be transferred to any other place in Belgium by decision of the Board, subject to the application of the laws on the use of languages. 2.3 The Company may, by decision of the Board, establish administrative offices and operating offices, branches, agencies and warehouses in Belgium or abroad. Article 3.-OBJECT. The Company has as its object, in Belgium as well as abroad, on its own behalf as well as on behalf of third parties, alone or in participation with third parties: (a) the scientific research, the clinical study, the identification, the testing, analysis and evaluation, of biological, chemical or natural products with therapeutic or diagnostic potential in the life science area in general and in the pharmaceutical, medical, chemical, veterinary sectors in particular, and the production, the marketing, the exploitation, the granting or taking of a license and in general performing all possible transactions regarding any pharmaceutical or affiliated products and formulations; (b) the worldwide distribution of, selling of and providing services with regard to the products of the Company directly to clients and also via third parties; (c) the setting up of, participating in, managing of, monitoring of and collaborating with companies and other enterprises, obtaining, maintaining, selling or by other means managing of participations and interests in other companies and enterprises; (d) the financing of companies and other enterprises, borrowing, lending and collecting of funds, the participation in financial transactions, including the issuance of bonds, debentures or other securities, and concluding of all agreements somehow related thereto, to enterprises and companies connected to the Company in a group and to third parties; (e) providing guarantees, binding of the Company and encumbering assets of the Company for the benefit of enterprises and companies with which the Company is affiliated in a group and for the benefit of third parties; (f) to acquire, manage, exploit and dispose of movable goods, immovable property and all asset values in general; (g) to trade in currencies, securities, movable goods, immovable property and asset values in general; (h) to acquire, exploit and trade in patents, trademarks, licenses, know-how and other industrial property rights;

ACTIVE/202925561.5 (i) to perform all types of industrial, financial and commercial activities. The Company may perform all civil, industrial, commercial, movable or immovable operations, directly or indirectly, totally or partially related to any section of its purpose, or that are of such a nature to enlarge the realization of its purpose or to facilitate it. The Company may in any way, participate in all companies or enterprises with a similar or a related purpose, or whose purposes are of such a nature to facilitate the realization of its own purpose. The Company may also enter into any agreement of cooperation, rationalization, association or other with such companies or enterprises. The Company may provide a guarantee or provide security, both by providing personal rights or rights in rem for the benefit of any physical or legal person, whether or not affiliated. It may execute the role of director, managing director (“zaakvoerder”/”gérant”) and liquidator. Article 4.-TERM. The Company is incorporated for an indefinite term. CHAPTER II. COMPANY’S CAPITAL AND SHARES. Article 5.-CAPITAL. The capital amounts to two hundred twenty-three million, seventy-one thousand, five hundred euro and sixteen cents (€ 223,071,500.16). It is represented by one million five hundred seventy-eight thousand five hundred twenty-two (1.578.522) registered shares without face value, of which: (a) twenty-five thousand (25,000) Common Shares; (b) two hundred and seventy-seven thousand two hundred and seventy-two (277,272) Preferred A Shares; (c) four hundred seventy-nine thousand forty (479,040) Preferred B Shares; (d) four hundred fifty-five thousand and four (455,004) Preferred C Shares; and e) three hundred forty-two thousand two hundred and six (342,206) Preferred D Shares. The capital is entirely and unconditionally subscribed for. Article 6.-PROFIT-SHARING CERTIFICATES, WARRANTS, CONVERTIBLE BONDS AND CERTIFICATES. The Company can issue profit sharing certificates, warrants, convertible bonds, or other securities. The Company can, for the benefit of the Company, collaborate with a third party for the issuance by this third party of certificates which represent the securities of the Company according to the provisions of article 7:61 of the Belgian Code for Companies and Associations. The Company can decide to take charge of the costs connected to the certification and to the incorporation and functioning of the issuer of the certificates. The certificate-holders, the issuer of the certificates or third parties may only rely upon the collaboration of the Company for the issuance of the certificates, if the Company confirms its collaboration by writing to the issuer. The issuer of the certificates has to make himself known to the Company in this respect. The Company takes notice of this mentioning in the concerned register of securities. Article 7.-SHARES IN UNDIVISION OR CHARGED WITH TENANCY FOR LIFE.

ACTIVE/202925561.5 The shares are indivisible with regard to the Company. Joint owners must be represented with regard to the Company by one single person; as long as this is not the case, the rights attached to these shares shall be suspended. If no agreement can be reached between the titleholders, a competent judge may, upon request of the first party (including the company, as the case may be) to take action, appoint an interim administrator to exercise the concerned rights in the interest of the joint titleholders. If the shares belong to bare owners and usufructuaries all rights, including voting rights, shall be exercised by the usufructuary(ies). Article 8.-SERIES OF SHARES. 8.1 Series The shares are divided into the following classes: * Common Shares, * ESOP Common Shares, * Preferred A Shares, * Preferred B Shares, * Preferred C Shares, and * Preferred D Shares. All series of shares in the company shall benefit from the same rights and privileges unless specified otherwise in these articles or the Agreement. In the event of a transfer of shares, these shares shall remain allocated to the series of shares that they belonged to at the time of transfer. 8.2 Conversion 8.2.1 Irrespective of article 8.2.5, any holder of Preferred D Shares may at any time convert its Preferred D Shares, or any part of such Preferred D Shares and any declared but unpaid dividends (other than the Preferred D Dividend) into Common Shares at the Conversion Ratio. 8.2.2 Irrespective of article 8.2.6, any holder of Preferred C Shares may at any time convert its Preferred C Shares, or any part of such Preferred C Shares and any declared but unpaid dividends (other than the Preferred C Dividend) into Common Shares at the Conversion Ratio. 8.2.3 Irrespective of article 8.2.7, any holder of Preferred B Shares may at any time convert its Preferred B Shares, or any part of such Preferred B Shares and any declared but unpaid dividends (other than the Preferred B Dividend) into Common Shares at the Conversion Ratio. 8.2.4 Irrespective of article 8.2.8, any holder of Preferred A Shares may at any time convert its Preferred A Shares, or any part of such Preferred A Shares and any declared but unpaid dividends (other than the Preferred A Dividend) into Common Shares at the Conversion Ratio. 8.2.5 All of the Preferred D Shares shall mandatorily convert into Common Shares at the

ACTIVE/202925561.5 Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred D Majority Consent requiring conversion of the Preferred D Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.6 All of the Preferred C Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred C Majority Consent requiring conversion of the Preferred C Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.7 All of the Preferred B Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the company of written notice given by Preferred B Majority Consent requiring conversion of the Preferred B Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.8 All of the Preferred A Shares shall mandatorily convert into Common Shares at the Conversion Ratio: (A) on the date of receipt by the Company of written notice given by Preferred A Majority Consent requiring conversion of the Preferred A Shares; or (B) immediately upon the occurrence of a Qualifying IPO. 8.2.9 The ESOP Common Shares will mandatorily convert into Common Shares at the Conversion Ratio on the occurrence of an IPO. 8.2.10 The Class A Preference Profit Sharing Certificate will mandatorily convert into Common Shares at the applicable conversion rate set out in article 39.8 on the occurrence of an IPO. 8.2.11 Upon any conversion of Preferred D Shares, Preferred C Shares, Preferred B Shares or Preferred A Shares, all entitlements to the Preferred Dividend, and/or Outstanding A Liquidity Preference, Outstanding B Liquidity Preference, Outstanding C Liquidity Preference and/or Outstanding D Liquidity Preference in respect of all Preferred D Shares, Preferred C Shares, Preferred B Shares and/or Preferred A Shares (as the case may be) being converted shall be cancelled and all entitlements to any Catch-Up Amount in respect of all Common Shares shall be cancelled, it being understood, however, that such cancellation shall have no retroactive effect on the distribution of the Outstanding A Liquidity Preference (or part of it), the Outstanding B Liquidity Preference (or part of it), Outstanding C Liquidity Preference (or part of it) and/or the Outstanding D Liquidity Preference (or part of it) to holders of Preferred Shares or the distribution (or part of it) of the Catch-Up Amount to the holders of Common Shares, which may have occurred prior to such conversion. 8.2.12 The Conversion Ratio, shall from time to time be adjusted if any Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares or ESOP Common Shares remain capable of being converted into Common Shares and (A) there is a consolidation and/or sub-division of Common Shares, in which case the Conversion Ratio shall be adjusted by an amount that in the opinion of the Board is fair and reasonable, to maintain the right to convert so as to ensure that each holder of Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares and/or ESOP Common Shares (as the case may be) is in no better or worse position as a result of such consolidation or sub-division, such adjustment to become effective immediately after such consolidation or sub-division; or (B) there is an allotment of fully paid Common Shares pursuant to a capitalisation of profits or reserves to holders of Common Shares, in which case the Conversion Ratio shall be adjusted by an amount that in the opinion of the Board is fair and reasonable, to maintain the right to convert so as to ensure that each holder of Preferred D Shares, Preferred C Shares, Preferred B Shares, Preferred A Shares and/or ESOP Common Shares (as the case may be) is in no better or worse position as a result of such capitalisation of profits or reserves, such adjustment to become effective as at the record date for such issue. 8.2.13 Following a conversion pursuant to this article 8.2, the Company shall, as soon as

ACTIVE/202925561.5 reasonably practicable and no later than five (5) Business Days after conversion, enter the holders of the converted Class A Preference Profit Sharing Certificate, Preferred Shares or ESOP Common Shares in to the share register of the Company as the holders of the appropriate number of Common Shares and forward a definitive share certificate for the appropriate number of fully paid Common Shares to such holder of converted shares, by post to his address as shown in the share register of the Company free of charge. Article 9.-SHARES NOT FULLY PAID-UP – OBLIGATION TO PAY UP. The commitment to pay up a share in full is unconditional and indivisible. If shares not fully paid up belong to several persons undividedly, each of them is responsible for the payment of the full amount of the called up payments due. Any additional or full payment shall be requested by the Board at a time to be determined by it. The Shareholders shall be notified of this by registered letter, stating a bank account to which payment, to the exclusion of any other means of payment, must be made by bank transfer or deposit. The Shareholder shall be in default by the mere expiry of the period specified in the notification and interest shall be due to the Company at the statutory interest rate specified at that time. As long as the requested payments due on a share have not been made in accordance with this provision, the exercise of all associated membership rights shall remain suspended. If the Shareholder fails to comply with the notice of default sent by the Board by registered letter after the expiry of the period determined by the Board, the Board may have the shares concerned sold in the most appropriate manner, without prejudice to the Company’s right to claim from the Shareholder the outstanding payment as well as any damages. In addition, in the event of a transfer of shares that are not fully paid up, the transferor and transferee shall, notwithstanding any provision to the contrary, be jointly and severally liable for full payment. In the case of successive transfers, all successive transferees shall be jointly and severally liable in accordance with the provisions of article 7:77 of the Belgian Code for Companies and Associations. Early payments on shares may not be made without the prior consent of the Board. Article 10.-CAPITAL INCREASE. 10.1 Capital increase by contribution in cash Unless waived in writing by holders of not less than seventy-five per cent. (75%) of the Shares (including the Preferred C Majority and the Preferred D Majority), with respect to any specific capital increase, in the event of a capital increase by contribution in cash, each Shareholder has, in accordance with the provisions of articles 7:188 et seq. of the Belgian Code for Companies and Associations, a preferential right to subscribe to the newly issued shares in proportion to his participation in the capital (“pro rata participationis”) and calculated on an As-Converted Basis and fully diluted basis, it being understood that, with respect to Fidelity and EQT, any preferential subscription rights that Fidelity and EQT, respectively, may have pursuant to this article 10.1, cannot be waived without Fidelity’s and EQT’s respective consent. In case of different classes of shares, the holders of such class of shares will have a first preferential subscription right to subscribe to newly issued shares of such class. The Shareholders will also have the right to acquire the pro rata share (calculated on an As Converted Basis and fully diluted basis) of a Shareholder who does not exercise his legal preferential subscription right. The terms and conditions for the exercise of this preferential subscription right are laid down in the Belgian Code for Companies and Associations. 10.2 The rights set out in article 10.1 shall not apply to: (a) the issue of any Employee Stock Option Warrants or the issue of any ESOP Common Shares on the exercise of any Employee Stock Option Warrant or the grant of any

ACTIVE/202925561.5 ESOP Common Shares or rights over ESOP Common Shares under the ESOP Stock Option Plan; (b) the issue of any new Preferred D Shares in accordance with the terms of the 2024 Subscription Agreement; (c) the issue of any Anti-Dilution Warrants or shares issued on the exercise of any Anti-Dilution Warrants; (d) Shares or options or other rights over Shares issued or granted to the Shareholders in accordance with the terms of any shareholders’ agreement or similar document in force between the Shareholders and the Company from time to time; and (e) the issue of Shares following the conversion of the Class A Preference Profit Sharing Certificate. Article 11.-TRANSFER OF SHARES ISSUED BY THE COMPANY. 11.1 Conditions precedent to any transfer 11.1.1 References in this article 11 to Shares shall also be construed to mean any other securities in the Company, unless explicitly provided otherwise. Subject to the provisions set forth in this article 11, the Shareholders cannot transfer any Shares to any person or legal entity and any such transfer of Shares shall not be enforceable towards the other Shareholders and the Company unless: A. the transferring Shareholder notifies the Board in writing of the proposed transfer of Shares at least (i) ten (10) Business Days prior to the effective transfer to a Permitted Transferee (except if the proposed transfer of Shares is due to any change of law, regulation or rule which makes it unlawful for the transferring Shareholder to hold the Shares, in which case the transferring Shareholder notifies the Board as soon as possible after being informed of the relevant events requiring the transfer) or (ii) twenty (20) Business Days prior to the effective transfer for any other transfer (the Confirmation Notice); and B. the proposed transferee is a party to the Agreement or has signed an Accession Deed. 11.1.2 The Confirmation Notice must contain (i) the surname, full name, address, occupation, or in the case of a corporate entity the corporate name and registered office of the transferee, (ii) the number and classes of Shares that are transferred, (iii) the price and the conditions (save for the transfers to a Permitted Transferee referred to under paragraph (c) of the corresponding definition of this expression), and (iv) a copy of the Accession Deed duly executed by the transferee, as mentioned in article 11.1.1. above. 11.2 Permitted Transfers 11.2.1 Subject to the accomplishment of the conditions precedents set forth in article 11.1, a Shareholder (the Original Shareholder) may transfer all or any of his or its Shares to a Permitted Transferee without restriction as to price or otherwise. 11.2.2 A Permitted Transferee may transfer some or all of their Shares back to the Original Shareholder or to another Permitted Transferee of the Original Shareholder without restriction as to price or otherwise. Such transferee shall be deemed a Permitted Transferee. 11.2.3 Where under the provision of a deceased Shareholder’s will or laws as to intestacy, the

ACTIVE/202925561.5 persons legally or beneficially entitled to any Shares, whether immediately or contingently, are Permitted Transferees of the deceased Shareholder, the legal representative of the deceased Shareholder may transfer any Share to those Permitted Transferees, in each case without restriction as to price or otherwise. Shares previously transferred as permitted by this article 11.2.3 may be transferred by the transferee to any other Permitted Transferee of the Original Shareholder without restriction as to price or otherwise. 11.2.4 If a Permitted Transferee who was a Member of the Same Group as the Original Shareholder ceases to be a Member of the Same Group as the Original Shareholder, the Permitted Transferee must not later than ten (10) Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to have given a Transfer Notice in respect of those Shares. This article 11.2.4 may be disapplied in respect of any particular transfer to a Permitted Transferee by Preferred Majority Consent. 11.2.5 Unless otherwise agreed in writing between the Company and the Original Shareholder, if a Permitted Transferee who was a Member of the Same Fund Group as the Original Shareholder ceases to be a Member of the Same Fund Group, the Permitted Transferee must not later than five (5) Business Days after the date on which the Permitted Transferee so ceases, transfer the Shares held by it to the Original Shareholder or a Member of the Same Fund Group as the Original Shareholder (which in either case is not in liquidation) without restriction as to price or otherwise failing which it will be deemed to give a Transfer Notice in respect of such Shares on the first Business Day after the expiry of that five Business Day period. This article 11.2.5 may be disapplied in respect of any particular transfer to a Permitted Transferee by Preferred Majority Consent or by decision of the Board. 11.2.6 Trustees, nominees of custodians may (i) transfer Shares to a Qualifying Company or (ii) transfer Shares to the Original Shareholder or to another Permitted Transferee of the Original Shareholder or (iii) transfer Shares to the new or remaining trustees upon a change of Trustees without restrictions as to price or otherwise. 11.2.7 No transfer of Shares may be made to Trustees unless the Board is satisfied: (a) with the terms of the trust instrument and in particular with the powers of the Trustees; (b) with the identity of the proposed Trustees; (c) the proposed transfer will not result in 50 per cent. or more of the aggregate of the Company’s share capital being held by Trustees of that and any other trusts; and (d) that no costs incurred in connection with the setting up or administration of the Family Trust in question are to be paid by the Company. 11.2.8 If a Permitted Transferee who is a Qualifying Company of the Original Shareholder ceases to be a Qualifying Company of the Original Shareholder, it must within five (5) Business Days of so ceasing, transfer the Shares held by it to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) (and may do so without restriction as to price or otherwise) failing which it will be deemed (unless it obtains the approval of the Board), to have given a Transfer Notice in respect of such Shares on the first Business Day after the expiry of that five (5) Business Day period. 11.2.9 If a Permitted Transferee who is a spouse or civil partner of the Original Shareholder

ACTIVE/202925561.5 ceases to be a spouse or civil partner of the Original Shareholder whether by reason of divorce or otherwise he must, within 15 Business Days of so ceasing either: (a) execute and deliver to the Company a transfer of the Shares held by him to the Original Shareholder (or, to any Permitted Transferee of the Original Shareholder) for such consideration as may be agreed between them; or (b) give a Transfer Notice to the Company in accordance with article 11.4, failing which he shall be deemed to have given a Transfer Notice on the first Business Day after the expiry of that 15 Business Day period. 11.2.10On the death (subject to article 11.2.3), bankruptcy, liquidation, administration or administrative receivership of a Permitted Transferee (other than a joint holder) his personal representatives or trustee in bankruptcy, or its liquidator, administrator or administrative receiver must within five (5) Business Days after the date of the grant of probate, the making of the bankruptcy order or the appointment of the liquidator, administrator or the administrative receiver (as applicable) execute and deliver to the Company a proof of a transfer of the Shares held by the Permitted Transferee without restriction as to price or otherwise. The transfer shall be to the Original Shareholder if still living (and not bankrupt or in liquidation) or, if so directed by the Original Shareholder, to any Permitted Transferee of the Original Shareholder. If the transfer is not executed and delivered within five (5) Business Days of such period or if the Original Shareholder has died or is bankrupt or is in liquidation, administration or administrative receivership, the personal representative or trustee in bankruptcy or liquidator, administrator or administrative receiver (as applicable) will be deemed to have given a Transfer Notice on the first Business Day after the expiry of that five Business Day period. 11.2.11A transfer of any Shares approved by the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) may be made without restriction as to price or otherwise and with any such conditions as may be imposed. 11.2.12Any Shares may at any time be transferred where there is a sale of the entire issued share capital of the Company to a Holding Company, pursuant to a Proposed Reorganisation. 11.2.13Any Shares may be transferred at any time pursuant to the exercise of a call option, in accordance with the Agreement. 11.3 Founder and Key Manager Restrictions The Founders and Key Manager may not transfer their securities of the company within the first two (2) years after 4 November 2024, except: (i) the unrestricted transfers pursuant to article 11.2 (except article 11.2.11), (ii) pursuant to the application of the Drag Along Right, as set out in article 11.7, (iii) pursuant to the exercise of a call option, in accordance with the Agreement, or (iv) with Preferred Majority Consent. 11.4 Right of first refusal 11.4.1 Without prejudice to the other provisions of article 11 (and in particular to the rights included in article 11.2), in the event that a Shareholder (the Transferor) wishes to transfer any or all of his Shares (or securities convertible into or exchangeable for Shares) (the Offered Shares) to any person other than a Permitted Transferee of such

ACTIVE/202925561.5 Shareholder, he shall first give written notice of such intention to the Board (the Transfer Notice). For the avoidance of any doubt, the Transfer Notice can be part of the Confirmation Notice. Accordingly, upon receipt of the Transfer Notice, the condition precedent as set out in article 11.1.1.A. shall be deemed to be fulfilled. 11.4.2 The Transfer Notice shall: (a) specify the number and class of the Offered Shares and the percentage they represent of the total number of shares held by the Transferor; (b) specify if the Transferor wishes to transfer the Offered Shares to a third party, the name of the proposed transferee; (c) specify the requested price per Offered Share (the Requested Price); (d) specify the anticipated closing date for the transfer of the Offered Shares; and (e) fully describe the other terms and conditions on which the Transferor has agreed to transfer the Offered Shares (the Requested Terms). If no cash price is specified by the Transferor, the Requested Price must be agreed by the Board. In addition, if the Requested Price is not specified in cash, an equivalent cash value price must be agreed between the Transferor and the Board. In both cases, the price will be deemed to be the Fair Value of the Offered Shares if no price is agreed within five (5) Business Days of the Company receiving the Transfer Notice. Delivery of a Transfer Notice constitutes the Company as the agent of the Transferor for the sale of the Offered Shares at the Requested Price. 11.4.3 The Board shall give written notice to the Major Investors in order to enable each Major Investor to exercise a right of first refusal (the Right of First Refusal) on such Offered Shares, within ten (10) Business Days following the receipt by the Board of the Transfer Notice (the Right of First Refusal Invitation Notice). The Right of First Refusal Invitation Notice shall include a copy of the Transfer Notice. 11.4.4 Each Major Investor who wishes to purchase Offered Shares at the Requested Price and under the Requested Terms shall within ten (10) Business Days following the receipt of the Right of First Refusal Invitation Notice, notify the Board thereof, indicating the number of Offered Shares that it wishes to purchase. Any Major Investor who does not notify the Board within such period of ten (10) Business Days shall be deemed not to exercise its Right of First Refusal. 11.4.5 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for more than one hundred percent (100%) of the Offered Shares, each Major Investor who exercised its Right of First Refusal pursuant to article 11.4.4 shall be allocated a number of Offered Shares pro rata to its shareholding compared to the other Major Investors who exercised their Right of First Refusal pursuant to article 11.4.4, provided that such Major Investor shall not be allocated more Offered Shares than it requested to purchase. If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for one hundred percent (100%) or less than one hundred percent (100%) of the Offered Shares, each such Major Investor shall be allocated the number of Offered Shares that it requested to purchase. 11.4.6 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.4 in aggregate for less than one hundred percent (100%) of the Offered Shares, the Board shall, within five (5) Business Days following the expiry of the period provided for in article 11.4.4, send a written notice hereof to all Major Investors that exercised their Right of First Refusal in the first round. These Major Investors shall have a Right of First Refusal on the Offered Shares that are not taken in the first round (the Remaining

ACTIVE/202925561.5 Offered Shares). 11.4.7 Each Major Investor who wishes to purchase the Remaining Offered Shares at the Requested Price and under the Requested Terms shall within five (5) Business Days following receipt of the notice provided for in article 11.4.6, notify the Board thereof, indicating the number of Remaining Offered Shares that it wishes to purchase. Any Major Investor who does not notify the Board within such period of five (5) Business Days shall be deemed not to exercise its second Right of First Refusal. 11.4.8 If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.7 in aggregate for more than one hundred percent (100%) of the Remaining Offered Shares, the Remaining Offered Shares shall be allocated to the Major Investors who exercised their Right of First Refusal pursuant to article 11.4.7 pro rata, compared to the other Major Investors who exercised their Right of First Refusal pursuant to article 11.4.7, with respect to the number of Remaining Offered Shares they requested to purchase. If the Major Investors exercised their Right of First Refusal pursuant to article 11.4.7 in aggregate for one hundred percent (100%) of the Remaining Offered Shares or less, each such Major Investor shall be allocated the number of Remaining Offered Shares that it requested to purchase. 11.4.9 The Board shall inform the Transferor and the Major Investors, who exercised any Right of First Refusal, in writing of the final outcome of the Right of First Refusal procedure set out in articles 11.4.1 to 11.4.8 (including) within five (5) Business Days following the expiry of the period set out in article 11.4.4 or article 11.4.7, as the case may be. 11.4.10Contrary to article 1583 of the (former) Belgian Civil Code and subject to article 11.4.11, the ownership of the Offered Shares purchased by a Major Investor shall be transferred to such purchasing Major Investor upon payment by him of the Requested Price per purchased Offered Share within sixty (60) calendar days following the date of his first notice informing the Transferor that he wishes to purchase Offered Shares. Upon payment of the Requested Price and compliance with the specified terms and conditions, the Board shall have the power to record the transfer in the Company’s share register. 11.4.11If the Major Investors have not exercised their Rights of First Refusal with respect to all the Offered Shares or Remaining Offered Shares (any such Shares being the Unrestricted Shares), the Unrestricted Shares become freely transferable by the Transferor (subject to article 11.5 below) during a period of six (6) months as from the date of the Transfer Notice at a price not less than the Requested Price and under terms and conditions similar not more favourable than the Requested Terms. For transfers after this six (6) months’ period the procedure set out in this article 11.4 will have to be applied again. 11.4.12In the event that a Major Investor has any specific requirements around settlement of the purchase price in respect of any transfer pursuant to this article 11.4, such Major Investor shall communicate such request to the Board who shall seek to accommodate such requirements (insofar as reasonable) in the process set out above. 11.4A Valuation of Shares 11.4A.1 If no Requested Price can be agreed between the Transferor and the Board in accordance with provisions of article 11.4.2 or otherwise then, on the date of failing agreement, the Board shall either: (a) appoint an expert valuer in accordance with article 11.4A.2 (the Expert Valuer) to certify the Fair Value of the Offered Shares; or

ACTIVE/202925561.5 (b) if the Fair Value has been certified by an Expert Valuer within the preceding 12 weeks, specify that the Fair Value of the Offered Shares will be calculated by dividing any Fair Value so certified by the number of Offered Shares to which it related and multiplying such Fair Value by the number of Offered Shares the subject of the Transfer Notice. 11.4A.2 The Expert Valuer will be either: (a) the Statutory Auditor; or (b) if otherwise agreed by the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) and the Transferor, an independent firm of Chartered Accountants to be agreed between the Board and the Transferor. 11.4A.3 The Fair Value of the Offered Shares shall be determined by the Expert Valuer on the following assumptions and bases: (a) valuing the Offered Shares as on an arm’s-length sale between a willing seller and a willing buyer; (b) if the Company is then carrying on business as a going concern, on the assumption that it will continue to do so; (c) that the Offered Shares are capable of being transferred without restriction; (d) valuing the Offered Shares as a rateable proportion of the total value of all the issued Shares (excluding any Shares held in treasury) without any premium or discount being attributable to the percentage of the issued share capital of the Company which they represent but taking account of the rights attaching to the Offered Shares; and (e) reflect any other factors which the Expert Valuer reasonably believes should be taken into account. 11.4A.4 If any difficulty arises in applying any of these assumptions or bases then the Expert Valuer shall resolve that difficulty in whatever manner it shall in its absolute discretion think fit. 11.4A.5 The Expert Valuer shall be requested to determine the Fair Value within 20 Business Days of its appointment and to notify the Board of their determination. 11.4A.6 The Expert Valuer shall act as expert and not as arbitrators and their determination shall be final and binding on the parties (in the absence of fraud or manifest error); 11.4A.7 The Board will give the Expert Valuer access to all accounting records or other relevant documents of the Company subject to them agreeing to such confidentiality provisions as the Board may reasonably impose. 11.4A.8 The Expert Valuer shall deliver its certificate to the Company. As soon as the Company receives the certificate it shall deliver a copy of it to the Transferor. 11.4A.9 Unless the Board (acting by majority vote that includes an affirmative vote from at least one Investor Director) determines otherwise, the cost of obtaining the certificate shall be borne by the Transferor. 11.5 Co-Sale Right

ACTIVE/202925561.5 11.5.1 Without prejudice to the other provisions of article 11, no transfer of any Common Shares held by a Founder or Key Manager may be made or validly registered unless the relevant Founder or Key Manager and any Permitted Transferee of that Founder or Key Manager (the Key Transferor) shall have observed the following procedures of this article 11.5 unless it has been determined, by Preferred Majority Consent, that this article 11.5 shall not apply to such transfer. 11.5.2 For the purposes of disapplying the procedures of article 11.5, any Shares held by a Key Transferor or its Affiliates shall be excluded from contributing towards the Preferred Majority Consent. 11.5.3 After the Key Transferor has gone through the Right of First Refusal process set out in article 11.4, the Key Transferor shall give the Company and each Major Investor (an Equity Holder) not less than 15 Business Days’ notice in advance of the proposed sale (a Co-Sale Notice). The Co-Sale Notice shall specify: (a) the identity of the proposed purchaser (the Buyer); (b) the number of Common Shares which the Key Transferor proposes to sell; (c) the price per share which the Buyer is proposing to pay to the Key Transferor and the Equity Holder; (d) the manner in which the consideration is to be paid; and (e) the address where the counter-notice should be sent. 11.5.4 The Company shall have five (5) Business Days to decide by approval of the Board (including at least two (2) Investor Directors) whether it wishes to acquire all of the Common Shares offered by the Transferor at the proposed price by sending a counter-notice to the Buyer and the Equity Holders. Upon service of the counter-notice on the Transferor by the Company, the Transferor must, against payment of the purchase price, transfer the Common Shares to the Company in the terms set out in the Co-Sale Notice. 11.5.5 If the Company does not elect to exercise its purchase right in article 11.5.3 and does not serve a counter-notice on the Transferor and the Equity Holders, the Equity Holders shall have a further ten (10) Business Days to notify the Transferor that they wish to sell a certain number of Shares held by them at the proposed sale price, by sending a counter-notice which shall specify the number of Shares which such Equity Holder wishes to sell. The maximum number of shares which an Equity Holder can sell under this procedure shall be: Where: X = is the number of Preferred Shares held by the Equity Holder; Y = is the total number of Preferred Shares held by the Equity Holders; and Z = is the number of Common Shares the Transferor proposes to sell. Any Equity Holder who does not send a counter-notice within such ten (10) Business Day period shall be deemed to have specified that they wish to sell no Shares.

ACTIVE/202925561.5 11.5.6 Following the expiry of fifteen (15) Business Days from the date the Equity Holders receive the Co-Sale Notice, the Transferor shall be entitled to sell to the Buyer on the terms notified to the Equity Holders a number of Shares not exceeding the number specified in the Co-Sale Notice less any Shares which Equity Holders have indicated they wish to sell, provided that (i) at the same time the Buyer (or another person) purchases from the Equity Holders the number of Shares they have respectively indicated they wish to sell on terms no less favourable than those obtained by the Transferor from the Buyer, (ii) the Equity Holders shall not be required to agree to any restrictive covenant in connection with such sale (including without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale), and (iii) no Equity Holder shall be required to provide any representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of such Equity Holder’s title to the Shares to be transferred and such Equity Holder’s capacity to enter into the transactions required to execute such sale. 11.5.7 No sale by the Transferor shall be made pursuant to any Co-Sale Notice more than three (3) months after service of that Co-Sale Notice. 11.5.8 Transfers of Shares made by Equity Holders exercising their Co-Sale Right in accordance with this article 11.5 shall not be subject to article 11.4. 11.6 Control tag along right 11.6.1 Without prejudice to the other provisions of article 11, in case a Shareholder and/or a bona fide third party obtain(s), individually or jointly, a Decisive Influence (as defined hereafter) in the Company (the Decisive Shareholder), each of the Major Investors (except for the Decisive Shareholder) has a put option to transfer all of its Shares, subject, however, to the Right of First Refusal set out in article 11.4, to the Decisive Shareholder (the Control Tag Along Right), regardless whether such a Decisive Influence has been obtained through the transfer of Shares, the subscription of shares or otherwise. 11.6.2 Such person shall have a Decisive Influence in the Company in case it, together with its Affiliates, Member of the Same Group and/or Member of the Same Funds Group acquires, directly or indirectly, control over the Company as defined in article 1:14 of the Belgian Code for Companies and Associations. 11.6.3 The Control Tag Along Right shall be exercisable by the Major Investors at a price per Share computed as the highest per share paid by the Decisive Shareholder over the last twelve (12) months to obtain a Decisive Influence in the Company. 11.6.4 The Decisive Shareholder shall give notice hereof to the Board (the Decisive Influence Notice), within ten (10) Business Days following the event pursuant to which he obtained a Decisive Influence on the Company. 11.6.5 The Board shall give written notice to each of the Major Investors: (a) in the event a Shareholder and/or a bona fide third party obtain(s), individually or jointly, a Decisive Influence in the Company or (b) of the Decisive Influence Notice (as the case may be), within five (5) Business Days following respectively (i) a Shareholder and/or a bona fide third party obtaining, individually or jointly, a Decisive Influence in the Company or (ii) receipt of the Decisive Influence Notice, in order to allow each of the

ACTIVE/202925561.5 Major Investors to exercise their Control Tag Along Right (the Control Tag Along Invitation Notice). 11.6.6 The Major Investors wishing to exercise their Control Tag Along Right shall, within twenty (20) Business Days following receipt of the Control Tag Along Invitation Notice, so notify the Decisive Shareholder and the Board in writing (the Control Tag Along Exercise Notice). Any Major Investor who does not notify the Board within such period of twenty (20) Business Days shall be deemed not to exercise its Control Tag Along Right. 11.6.7 The price for the Shares of the Major Investors who exercised their Control Tag Along Right shall be paid by the Decisive Shareholder and the Shares shall be transferred to the Decisive Shareholder at the latest ten (10) Business Days following receipt by the Decisive Shareholder of the Control Tag Along Exercise Notice. 11.6.8 The expenses incurred in respect of any work relating to the exercise of the Control Tag Along Right, including, but not limited to, any legal costs and fees, shall be borne by each of the Major Investors who exercised their Control Tag Along Right pro rata their respective part of the total amount of the proceeds paid for the shares by the Decisive Shareholder to the respective Major Investors. 11.6.9 In connection with a sale pursuant to the exercise of their Control Tag Along Right, the Major Investors shall not be required to (i) agree to any restrictive covenant (including without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale), (ii) provide any representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of such Major Investor’s title to the Shares to be transferred and such Major Investor’s capacity to enter into the transactions required to execute such sale. 11.7 Drag Along Right 11.7.1 If the Preferred Majority propose to transfer all of their interest in the Shares (the Preferred Shareholders agreeing to such proposal the Dragging Parties) with a bona fide transferee (the Prospective Transferee) in a transaction that is approved by the Board (following a majority vote including an affirmative vote from an Investor Director): A. the Right of First Refusal set forth in article 11.4, the Co-Sale Right set forth in article 11.5 and the Control Tag Along Right set forth in article 11.6 shall not be applicable; and B. the Dragging Parties may require each of the holders of Shares and any holders of rights to subscribe for shares (including through conversion) (the Dragged Parties) to sell and transfer their Shares and rights to the Prospective Transferee as part of such proposed transaction (or such other actions as necessary to effect the relevant transaction) upon the same terms and conditions, as accepted by the Dragging Parties (it being understood, however, that Securities giving right to shares shall be considered on a “per share, as if exercised/converted basis”, deducting their exercise/conversion price per Share) (the Drag Along Right). In the event that the consideration to be paid to the holders of Preferred C Shares in the proposed transaction is less than 2.0x the Preferred C Issue Price (as adjusted for any Reorganisation), the Preferred C Majority Consent shall be required to effect the Drag Along Right with respect to the Preferred C Shares. In the event that the consideration to be paid to the holders of Preferred D Shares in the proposed transaction is less than 2.0x the Preferred D Issue Price (as adjusted for any Reorganisation), the Preferred D Majority Consent shall be required to effect the Drag Along Right with respect to the Preferred D Shares. 11.7.2 The consideration (payable in cash or otherwise) for which the Dragged Parties shall

ACTIVE/202925561.5 be obliged to sell each of their Shares shall be that to which they would be entitled if the total consideration proposed to be paid, allotted or transferred by the Prospective Transferee were distributed to the Dragged Parties and the Dragging Parties in accordance with the provisions of article 35. 11.7.3 In the event that the Dragging Parties, in connection with the Drag Along Right, appoint a shareholder representative approved by Preferred Majority Consent (a Shareholder Representative), with respect to matters affecting the Shareholders under the applicable definitive transaction agreements following completion of the transaction, each Dragged Party shall be deemed (i) to consent to: (x) the appointment of such Shareholder Representative; (y) the establishment of any applicable escrow, holdback, expense or similar fund in connection with any indemnification or similar obligations; and (z) the payment of such Dragged Party’s applicable portion (from the applicable escrow, holdback fund or expense fund or otherwise) of any and all reasonable and properly incurred fees and expenses of such Shareholder Representative, in each case in connection with such Shareholder Representative’s services and duties in connection with such Drag Along Right and its related service as the representative of the Dragged Parties; and (ii) not to assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its service as the Shareholder Representative, absent gross negligence, fraud or willful misconduct on the part of the Shareholder Representative. 11.7.4 The Dragging Parties (or one or more persons designated by them) shall inform the Board in writing of their decision to exercise their Drag Along Rights, together with: (i) the name of the party to whom the Shares are being sold; (ii) the consideration for the Shares being sold (calculated in accordance with article 35; and (iii) the proposed date of the transfer and sale (the Drag Along Notice). For the avoidance of any doubt, the Drag Along Notice can be part of the Transfer Notice, as the case may be. The Board shall, within five (5) Business Days as of the date of the Drag Along Notice, inform the Dragged Parties thereof. Following the payment of the consideration for the Shares being sold, the Shares and, as the case may be, any other Securities of the Company of the Dragged Parties, shall transfer automatically and by operation of law to the Prospective Transferee in accordance with the above. 11.7.5 In the event that a Dragged Party does not provide the Prospective Transferee, within twenty (20) Business Days from the date on which the information is given by the Board, with the necessary details or other assistance to enable the Prospective Transferee to make the payment, then the Prospective Transferee shall make the payment to the Company, which shall hold the funds for and on behalf of the Dragged Party concerned and which shall transfer those funds, at the first request of such Dragged Party, to the latter (without any interest). 11.7.6 The ownership of the relevant shares shall be transferred at the date the ownership of the shares of the Dragging Parties is transferred to the Prospective Transferee. The Board or the persons designated by it shall have the power to record the transfer in the share register of the Company. 11.7.7 The expenses incurred in respect of any work relating to the exercise of the Drag Along Right, including, but not limited to, any legal costs and fees, shall be borne by each of the Shareholders pro rata their respective part of the total amount of the proceeds paid for the shares by the Prospective Transferee. 11.7.8 In connection with a sale pursuant to the exercise of the Drag Along Right and except with their consent, Dawn, Sanofi and the Major Investors that are Dragged Parties shall not be required to (i) agree to any restrictive covenant (including without limitation any covenant not to compete or any covenant not to solicit customers, employee or suppliers of any party to such sale) and (ii) provide any representations, warranties, indemnities or covenants in connection with such sale, except warranties in regard of

ACTIVE/202925561.5 Dawn’s, Sanofi’s or such Major Investor’s (as applicable) title to the Shares to be transferred and Dawn’s, Sanofi’s or such Major Investor’s (as applicable) capacity to enter into the transactions required to execute such sale. In addition to the foregoing, (i) the liability of Fidelity, Dawn, Canaan, Redmile, Pfizer, BIVF, EQT and Sanofi shall be (x) several (and not joint), (y) pro rata the number of Shares transferred and (z) capped at the amount of proceeds received by each of them, and (ii) Fidelity, Pfizer, BIVF, EQT and Sanofi shall not be required to provide any release of claims other than a release in customary form arising from its capacity as a Shareholder. Such exceptions as they relate to Fidelity, Dawn, Canaan, Redmile, Pfizer, BIVF, EQT and Sanofi, respectively, may only be waived with Fidelity’s, Dawn’s, Canaan’s, Redmile’s, Pfizer’s, BIVF’s, EQT’s and Sanofi’s respective written consent. A Dragged Party shall not be required to and shall not in any way be bound by any provisions of any instrument of transfer or other documents which would purport to require any such person to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective affiliates, except that a Dragged Party may be required to agree to terminate the investment-related documents between or among such Dragged Party, the Company and/or other Shareholders of the Company. 11.8 Holding Company Reorganisation 11.8.1 In the event of a Holding Company Reorganisation approved by: (i) Preferred Majority Consent and (ii) the Board (a Proposed Reorganisation), each Shareholder shall: (x) consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Reorganisation; and (y) take all such actions to tender their Shares as required pursuant to the Proposed Reorganisation, including, inter alia, the execution of a power of attorney by each Shareholder (except for Fidelity) approving the appointment of one or more Directors (or directors of the new Holding Company) as the Shareholder’s attorney to take all such actions for and on behalf of such Shareholder (the Reorganisation Actions). The Shareholders shall be required to take all Reorganisation Actions with respect to the Proposed Reorganisation as are reasonably required by the Board to facilitate the Proposed Reorganisation provided that nothing in this article 11.8.1 shall require any Shareholder to take any unlawful action or step. If any Shareholder (other than Fidelity) fails to comply with the provisions of this article 11.8, the Company shall be constituted as the agent of each defaulting Shareholder for taking such Reorganisation Actions as are necessary to effect the Proposed Reorganisation and the Directors shall be empowered to execute and deliver on behalf of such defaulting Shareholder the necessary documents to effect the Proposed Reorganisation, including, without limitation, any share exchange agreement and/or stock transfer form(s) and/or indemnity for any lost share certificate(s). 11.8.2 The Company shall procure that the new Holding Company shall ensure that the shares issued by it to the Shareholders (or a subsequent holder, as the case may be) pursuant to the Holding Company Reorganisation will be fully paid-up as to the amount determined in accordance with this article 11.8 and which new shares shall be subject to the constitutional documents of the new Holding Company and otherwise (subject to the express provisions of such constitutional documents) have the same rights as all other new Holding Company shares of the same class in issue at the time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment and issue of such new Holding Company shares). 11.8.3 On any person, following the date of completion of a Holding Company Reorganisation, becoming a Shareholder pursuant to the exercise of a pre-existing option or warrant giving the right to acquire Shares in the Company or pursuant to the conversion of any convertible security of the Company or otherwise (a New Reorganisation Shareholder), the New Reorganisation Shareholder shall then be bound to do all such acts and things necessary in order to transfer all such resulting Shares to the new Holding Company, and the provisions of this article 11.8 shall apply with the necessary

ACTIVE/202925561.5 changes to the New Reorganisation Shareholder provided that nothing in this article 11.8 shall require any such New Reorganisation Shareholder to take any unlawful action or step. 11.9 Lock Up 11.9.1 Other than the sale of any Shares to an underwriter pursuant to an underwriting agreement, each Shareholder shall only be required to enter into a separate lock-up agreement in respect of (or similar undertaking in relation to the retention, disposal or manner of disposal of) the Shares held by it immediately prior to an IPO, for not more than 180 days after the completion of the IPO in a form approved by the Board acting with Preferred Majority Consent if and to the extent reasonably required by the Company’s underwriters in order to facilitate an IPO, provided that: (a) all directors, officers of the Company and holders of at least 1% of the issued share capital (on an As Converted Basis) enters into a similar lock-up agreement or undertaking; (b) the lock up agreements or undertakings to be entered into by the other Shareholders are on no more onerous terms in all material respects to those which are entered into by all directors, officers of the Company and holders of at least 1% or more of the issued share capital (on an As Converted Basis); and (c) if any of the obligations described in this article 11.9 are waived or terminated with respect to any Shares held by any Shareholder, with the exception of a waiver or termination as a result of death or incapacity of a Shareholder that is a natural person, the restrictions shall be waived or terminated for each Shareholder pro rata the percentage of the Shares held by the applicable Shareholder. 11.9.2 Any Shares acquired by a Shareholder in the open market, as part of a secondary issuance or offerings in or after the IPO or any transfers of securities to Permitted Transferees shall not be subject to the restrictions set out in this article 11.9, provided that, in case of a transfer of securities to a Permitted Transferee, such Permitted Transferee shall be bound by the restrictions set out in this article 11.9 in the same manner as the Original Shareholder. 11.9.3 If any Shareholder fails to comply with the provisions of this article 11.9, the Company shall be constituted the agent of each defaulting Shareholder (other than Redmile, Fidelity and EQT) in order to take such actions as the Company considers reasonable in order to give effect to this article 11.9 and the Director may authorise an officer of the Company or a Director to execute and deliver on behalf of such defaulting Shareholder the necessary documents to effect the lockup, including, without limitation, a lock-up agreement, in a form approved by Preferred Majority Consent. With respect to Fidelity and EQT, none of the provisions of this article 11.9 shall be amended, terminated or waived without its consent, insofar as they relate to Fidelity and EQT, respectively. CHAPTER III. BODIES OF THE COMPANY. SECTION 1. General meeting Article 12.-ANNUAL MEETING- EXTRAORDINARY GENERAL MEETING. 12.1.1 If The annual general meeting of the Company shall be held on the fourth Tuesday of the month April at 4 PM (Brussels time). However, should this day be a legal holiday, the annual general meeting of the Company will take place on the next working day.

ACTIVE/202925561.5 12.1.2 The annual general meeting of the Company is held at the registered office of the Company or in the commune of the registered office of the Company or at any other location as set out in the convening notice. 12.1.3 The extraordinary or special general meetings of the Company are held at the place indicated in the invitation notice. Article 13.-NOTICES. 13.1.1 The notices of any general meeting of the Company shall state the agenda of the general meeting and shall be issued at least 15 days prior to the date of the general meeting. 13.1.2 The persons, who need to be convened to the meeting in accordance with the applicable legal provisions and who have participated in the meeting, shall be considered as validly convened. Article 14.-DISPOSAL OF DOCUMENTS. Together with the notice for any general meeting of the Company, a copy of the mandatory documents which must be provided at least 15 days prior to the date of the general meeting pursuant to the Belgian Code for Companies and Associations shall be sent to the persons who are entitled to such documents under any applicable legal provisions, unless such person has waived this formality in writing. Article 15.-ADMISSION TO THE MEETING. To be admitted to the general meeting, each owner of securities who has the right to be convened at the general meeting of the Company in accordance with the applicable legal provisions, must, if this is required in the convening notice, at least three days before the date set for the meeting, notify the management body of his intention to participate at the meeting, or else deposit his (certificates of) securities, at the registered office or with an institution indicated thereto in the convening notice. Article 16.-REPRESENTATION. 16.1 Each Shareholder may be represented, by way of a signed proxy, at a general meeting of the Company by a proxyholder, who needs not be a Shareholder. 16.2 The proxies may be communicated by letter, e-mail or any other means mentioned in article 2281 of the (former) Belgian Civil Code and shall be deposited at the bureau of the meeting. Moreover, the Board may demand that they be deposited at a place of its choosing three working days before the general meeting. Article 17.-ATTENDANCE LIST. The Shareholder or their proxyholders are obliged, before being admitted to the general meeting, to sign the attendance list indicating their surname, first name(s) and domicile or the corporate name and registered office and the number of shares they represent. Article 18.-COMPOSITION OF THE BUREAU – MINUTES. The general meetings shall be chaired by the Chairperson Director or, in the latter’s absence, by his substitute or by a member of the meeting appointed by the meeting. The chairperson of the meeting appoints the secretary. Should the number of persons allow this, the meeting will appoint two vote counters upon proposal of the chairperson. The minutes of the general meetings of Shareholders shall be signed by the members of the bureau and the Shareholders who wish to do so. These minutes shall be kept in a special register.

ACTIVE/202925561.5 Article 19.-DELIBERATION – QUORUM REQUIREMENTS. No meeting can deliberate on items which are not included on the agenda, unless all shares are present at the meeting and the decisions are taken by unanimous votes. Unless the Belgium Code for Companies and Associations, the Agreement or these articles provide for more stringent majority and quorum requirements, a general meeting shall be validly constituted provided that at least one half of the Shares, including the Preferred B Majority, the Preferred C Majority and Preferred D Majority, is present or represented at the meeting in person or by proxy and all decisions are made by a simple majority of the votes cast. If this quorum is not reached at a first general meeting, the Board may, in accordance with these articles, convene a new general meeting (with the same agenda) to take place no sooner than ten (10) Business Days following the first general meeting. Such second general meeting can deliberate validly, irrespective of the Shareholders present or represented at that meeting, subject to article 21. Subject to article 21, Shareholders may adopt, unanimously and in writing all decisions that fall within the powers of the general meeting, with the exception of those decisions that must be recorded in a notarial deed. Article 20.-VOTING RIGHTS. Each share carries one vote and the voting rights attaching to the Preferred D Shares, Preferred C Shares, the Preferred B Shares and the Preferred A Shares shall be calculated as if all Preferred D Shares, Preferred C Shares, Preferred B Shares and Preferred A Shares had converted into Common Shares in accordance with article 8.2. The classes of Shares will vote together and not as separate classes, except as otherwise provided in these articles or the Agreement or as otherwise required by law. Voting in writing is allowed. In this case the letter containing the vote mentions every item of the agenda and the words “accepted” or “rejected”, followed by the signature (handwritten or by electronic means); it has to be sent to the Company at the latest on the day before the meeting. Article 21.-MAJORITY. Except in the cases where the law, the Agreement or these articles provide more stringent provisions, the decisions are taken by ordinary majority of the votes cast. The following decisions by the general shareholders’ meeting shall require Preferred Majority Consent, notwithstanding more stringent provisions in the law, the Agreement or these articles: (a) any distribution of dividends; (b) any further issue of Shares by the Company; (c) any amendment to these articles or the rights attaching to any Shares; (d) any merger, sale or listing of the Company, and any sale of all or an important part of the assets of the Company (which for completeness, includes an Exit and an IPO); (e) any bankruptcy, liquidation, dissolution or judicial reorganisation of the Company; (f) the entering into of any joint venture; (g) any Holding Company Reorganisation; (h) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its Subsidiaries, in which the Company or its Subsidiaries are not the surviving entity; (i) any issuance and grant of options or warrants other than under the Employee Stock Option Plan and within the ESOP Cap;

ACTIVE/202925561.5 (j) any increase to the ESOP Cap; (k) other than as expressly contemplated by the Agreement, these articles or the 2024 Subscription Agreement as regards any Investor (except Pfizer), enter into or vary any transaction or arrangement with, or for the benefit of any of the Directors or Shareholders or any person who is an Affiliate of the Directors or Shareholders other than employment and equity incentive arrangements in the ordinary course and consistent with the Company’s past practice; (l) granting of Shares, guarantees, payment undertakings, loans or similar undertakings which in aggregate exceed five hundred thousand euro (EUR 500,000) (other than transactions with or between subsidiaries); (m) acquisitions and disposals of a business or a real estate (or a material part thereof) by the Company; (n) increase or decrease of the Company´s capital (save pursuant to the issue of ESOP Common Shares under the Employee Share Option Plan), and the grant to the Board of the power to increase the capital by means of authorized capital as well as an increase of the authorized capital; (o) repurchase of its own Shares by the Company, save from any Leaver; (p) the appointment or removal of any person as a Director (save in accordance with clause 3 of the Agreement and article 24 of these articles); and (q) any increase in the number of Directors above eight (8). Article 22.-EXIT. 22.1 In the event of an Exit approved in accordance with the terms of these articles and the Agreement, (the Proposed Exit), all Shareholders shall consent to, vote for, raise no objections to and waive any applicable rights in connection with the Proposed Exit (Actions). 22.2 The Shareholders shall be required to take all Actions with respect to the Proposed Exit as are reasonably required to facilitate the Proposed Exit. 22.3 If any Shareholder (except for Fidelity and EQT) fails to comply with the provisions of this article 22, the Company shall be constituted as the agent of each defaulting Shareholder for taking the Actions necessary to effect the Proposed Exit and the Directors may authorise an officer or member to execute and deliver on behalf of such defaulting Shareholder the necessary documents and the Company may receive any purchase money due to the defaulting Shareholder in trust for each of the defaulting Shareholders. 22.4 If on an Exit, a Shareholder receives any funds that were not distributed in accordance with the order of priority set out in article 35, such Shareholder shall be required to repay such funds to the Company, or in such manner as the Company may direct, within ten (10) Business Days of receipt of notice from the Board. Article 23.-COPIES AND EXCERPTS FROM THE MINUTES. The copies and/or excerpts of the minutes of the general meetings addressed to third parties are signed by the Chairperson Director, by a managing Director or by two Directors. Their signature must be preceded by an indication of the capacity in which they act. SECTION 2. Management Article 24.-BOARD.

ACTIVE/202925561.5 24.1 The Board shall consist of at least three (3) and maximum eight (8) Directors, who need not be Shareholders, which shall be appointed by the shareholders at a general meeting of the Company in accordance with this article 24. 24.2 EQT shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series C Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.3 Redmile shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series B Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.4 The holders of a majority in number of the Preferred A Shares from time to time shall be entitled to propose (and remove and re-propose) one person as a non-executive director to the Board (the Series A Investor Director) and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.5 The Board (acting by majority vote excluding the CEO Director then appointed (if any)) shall have the right to propose one person to act as a Director and CEO of the Company (the CEO Director) and to propose that any such person be removed as CEO Director and propose another CEO Director in his or her place and the Shareholders shall appoint or remove such person (as the case may be) as a Director pursuant to article 24.10. 24.6 Subject to Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two natural persons to act as non-executive independent Directors (each an Independent Director and together the Independent Directors) and to remove any Independent Director so proposed and propose another Independent Director in his or her place. One Independent Director (as proposed by the Board) shall serve as the chairperson of the Board (the Chairperson Director). Both Independent Directors shall, in the reasonable opinion of the Board, have relevant industry expertise, and one of the Independent Directors shall serve as the chairperson of the Company’s audit committee, and shall also need to have the necessary competence and experience in finance, accounting and auditing. 24.7 Subject to the consent of at least one Investor Director and Preferred Majority Consent, the Board (acting by majority vote) shall have the right to propose up to two further natural persons to act as non-executive Directors, and to remove any such Director so proposed and propose another Director in his or her place. 24.8 Each of the Directors appointed pursuant to this article 24 shall be elected from a list of at least two (2) candidates for each position to be filled proposed by the relevant Shareholder or group of Shareholders. 24.9 The Shareholder or group of Shareholders entitled to propose candidates for a position as a Director shall notify the Company and the other Shareholders in writing of the identity of their nominees at least fifteen (15) days prior to the general meeting at which the Director(s) are to be appointed. 24.10 The appointment, removal and replacement of a Director proposed pursuant to articles 24.2, 24.3, 24.4, 24.5, 24.6 and 24.7 shall be effected at a general meeting convened for that purpose by the Company within fifteen (15) days of receiving notice from the relevant Shareholder or group of Shareholders pursuant to article 24.9 at which the Shareholders shall vote their shares in favour of the proposal by the relevant nominating Shareholder or Shareholders. 24.11 Any vacancy on the Board must be filled within one (1) month following the date on which such position became vacant. If a Shareholder or group of Shareholders entitled to propose a Director in accordance with this article 24 fail to present a proposed candidate within such one (1) month period, the shareholders’ meeting may appoint, at its discretion, a Director to fill the position for which no candidate was presented, until such Shareholder or group of Shareholders

ACTIVE/202925561.5 has presented its candidate for such position. Such failure to present candidates does not entail a waiver from the right to present candidates for election, and the Shareholder or group of Shareholders entitled to propose candidates for a Director’s mandate shall have the right to request that a new general meeting of the Company be convened to elect the candidates that shall be so presented by it or them for election. 24.12 In case a vacancy occurs on the Board and a Director needs to be co-opted, the same right of proposal shall be vested to the Shareholder or group of Shareholders which had proposed the Director for the position that has become vacant. 24.13 If and for so long as they continue to hold Preferred Shares: (a) Fidelity may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place; (b) Dawn may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise, and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place; (c) Canaan may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise, and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place; (d) Biodiscovery 5 FPCI may appoint an Observer to attend all meetings of the Directors (and any sub-committee thereof), whether in person, by telephone or otherwise and shall have the right to remove such Observer, and upon such removal, appoint another Observer in his place. 24.14 The appointment or removal of an Observer pursuant to 24.13 shall be by notice in writing from the appointing Shareholder (or, in the case of the Fidelity Investors, FMR) and shall take effect when received by the Company at its registered office or produced to a meeting of the Board (or committee of the Board). 24.15 A Key Manager who is a Type A Leaver, a Type B Leaver or a Type C Leaver (as the case may be), as defined in the Agreement, will immediately resign from his/her directorship. 24.16 The Directors may be either natural persons or legal persons. When a legal person is appointed as a Director, it appoints a permanent representative from among its partners, managers, directors or employees who is charged with the execution of the assignment in the name and on behalf of the legal person. The latter may not dismiss his representative without at the same time appointing a successor. The appointment and termination of the mandate of the permanent representative shall be subject to the same rules of disclosure as if he were carrying out this mandate in his own name and for his own account. 24.17 The duration of their assignment may not exceed six years. The assignments end immediately after the annual meeting of the year in which they expire. They may be dismissed at any time by the general meeting. The Directors may be reappointed when their mandate expires. 24.18 The Company will reimburse the Directors and the Observers with the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. For the avoidance of doubt, no business advisory, monitoring or other fee will be paid to the Investor Directors, the Observers or the Shareholders entitled to propose the appointment of the Investor Directors or the Observers.

ACTIVE/202925561.5 Article 25.-BOARD MEETINGS. 25.1 The Board shall meet at least four (4) times per year at any other location acceptable to the members of the Board, with such greater frequency as the Directors may require in the interest of the Company. Unless determined otherwise by the Board, at least two (2) meetings per year shall be held in person. 25.2 Notices to attend the Board meeting must be in writing and delivered to each Director and Observer at the latest ten (10) Business Days prior to the meeting. The Board may validly deliberate and decide without furnishing proof of the compliance with this formality with respect to the calling of the meeting, provided that all Directors are present or have waived their right in writing to be formally invited to the meeting. 25.3 Each Director may, by any written form of communication bearing his signature, authorise another member of the Board to represent him at a specific meeting. A Director may represent several of his colleagues and may, in addition to his own vote, cast as many votes as he has received proxies. 25.4 The Board shall be validly constituted to decide on the issues listed on the agenda provided that a majority of the Directors, including the CEO Director and at least one (1) Investor Director is present or validly represented at the meeting. Minutes of all Board and any committee. meetings shall be sent to each Director within thirty (30) Business Days of such meetings. 25.5 If at a meeting of the Board, the quorum is not met, a second meeting of the Board with the same agenda shall be convened within twenty (20) Business Days following the first meeting which can validly decide only on the items on the first meeting’s agenda whatever the number and class of Directors present or validly represented. 25.6 The Board can meet by telephone or videoconference or any other method by which each Director or Observer is able to be understood by the other Directors or Observers present. Article 26.-DELIBERATIONS. 26.1 Unless a higher threshold or specific consent is otherwise required under these articles or the Agreement, every decision of the Board shall be valid if approved by a majority of Directors present or represented at the relevant meeting. 26.2 The Board may pass resolutions by unanimous written consent in accordance with the applicable rules of the Belgian Code for Companies and Associations. 26.3 Each Director has one (1) vote but may cast, in addition to his own vote, as many votes as he has powers of attorney from his fellow Directors. 26.4 The following decisions shall require the approval of the Board (including approval of at least one (1) Investor Director, if appointed): (a) changes to the registered office, the head-office or a branch office of the Company; (b) establishment of any joint-venture agreement or long term agreement with a duration of more than three years (unless such long term agreement may be terminated at will with no more than three months’ notice); (c) approval of the Business Plan (as defined in the Agreement) or any material updates thereof; (d) approval of the annual financial, operating and investment budget for the Company or any material updates thereof;

ACTIVE/202925561.5 (e) approval of investments or expenditures exceeding the approved annual budget of the Company by one million euro (EUR 1,000,000.00) or more; (f) appointment, terms of such appointment (including remuneration and any amendments to the terms of such appointment) and dismissal of members of the executive management of the Company; (g) determination of the powers of the managers responsible for the day-to-day management; (h) management of every stock option plan, such as the Employee Stock Option Plan defined in the Agreement (including granting of warrants thereunder); (i) any transactions, arrangements or agreements between the Company and any shareholder or person or Company affiliated to a shareholder or Director; (j) sale, transfer or disposal of any substantial part or asset or right of the Company with a value over five hundred thousand euro (EUR 500,000); (k) approval of and/or modification to any agreements concerning the disposal or acquisition of Intellectual Property rights (other than in the ordinary course of business); (l) any decision to apply Book XX of the Code of Economic Law; (m) issuance of securities of any class or convertible bonds, subscription warrants or other instruments that may give the holder thereof rights to receive, acquire or subscribe to shares in the Company other than options or warrants granted under the ESOP Stock Option Plan (or any previously approved stock option plan); (n) repurchase of its own shares by the Company; (o) engage in any court action or conduct any litigation, arbitration or similar litigation proceedings (other than for collecting claims of the company and taking actions that cannot be reasonably postponed without negative consequences for the Company) on behalf of the Company; (p) changing the accounting policies of the Company; (q) providing an indemnity or guarantee (other than in the ordinary course of business); (r) any participation in other companies, mergers or acquisitions, including disposal or acquisition of any securities in the capital of any other Company or establishment of any new branch or subsidiary of the Company; (s) granting or receiving of loans, financing or security obligations not previously approved by the Board (other than transactions with or between subsidiaries); (t) incurring debt in excess of five percent (5%) of the Series C Investment, as defined in the Agreement; (u) transactions outside the ordinary course of business (as set forth in the Business Plan (as defined in the Agreement)) or changes to the nature of the Company’s business; (v) connected party transactions other than transactions with or between subsidiaries;

ACTIVE/202925561.5 (w) entering into any contract with an aggregated annual value above three million euro (EUR 3,000,000); or (x) selecting an independent expert for the purposes of clause 3.4 of the Anti-Dilution B Warrants, the Anti-Dilution C Warrants and/or the Anti-Dilution D Warrants. Article 27.-MINUTES. 27.1 The decisions of the Board are recorded in minutes signed by the Chairperson Director, or, in the latter’s absence, by his substitute or by a member of the Board appointed to act as chair of the meeting by the Board, the secretary and the members who so desire and shall be recorded in a special register. 27.2 Any proxy received by a Director shall be attached to the minutes of the meeting for which they were given. 27.3 The copies or extracts to be submitted to a court of law or elsewhere are validly signed by the Chairperson Director, the CEO Director or by two Directors. Article 28.-EXECUTIVE POWERS - ALLOCATION OF DUTIES WITHIN THE BOARD. 28.1 The Board is authorized to carry out all acts necessary or useful for the achievement of the Company’s purpose, with the exception of those acts for which, according to the Belgian Code for Companies and Associations, only the general meeting is competent and any acts that expressly require the consent of the Shareholders pursuant to these articles. 28.2 Advisory Committees The Board may set up one or more advisory committees from among its members and under its liability. It shall define their composition and their tasks. 28.3 Daily management The board may delegate the daily management of the Company, the management of one or more sectors of its activities or the implementation of the decisions of the Board to one or more Directors, managers or proxy holders, whether or not Shareholders. If a Director is charged with the daily management, he bears the title of “managing director”. If a non-Director is charged with the daily management, he or she shall bear the title of manager or general manager or any other title to which he or she is referred in the appointment decision. The Board, as well as the proxies for the daily management within the framework of this daily management, may also grant specific powers to one or more persons of their choice. Article 29.-REPRESENTATION AUTHORITY. 29.1 The Company shall be validly represented vis-à-vis third parties, before the court and in the documents, including those requiring the intervention of a public official or a notary public, by two (2) Directors acting jointly. 29.2 Within the framework of the daily management, the Company is also validly represented by a person charged with daily management (Director or non-Director). 29.3 The Company is also, within the framework of their mandate, validly represented by a special proxyholder. 29.4 Furthermore, the Company may be represented abroad by any person expressly appointed for this purpose by the Board.

ACTIVE/202925561.5 SECTION 3. Control Article 30.-CONTROL. The auditing of the financial situation, the annual accounts and the regularity of the transactions to be reported on in the annual accounts is conferred to one or more statutory auditors, or, in the absence of a statutory auditor, to each Shareholder. CHAPTER IV. FINANCIAL YEAR – ANNUAL ACCOUNTS – DISTRIBUTION OF PROFITS. Article 31.-FINANCIAL YEAR – ANNUAL ACCOUNTS – ANNUAL REPORT. The accounting year starts on the first of January and shall end on the thirty- first of December of each year. Article 32.-DISTRIBUTION OF PROFITS. 32.1 Subject to article 32.2, from the net profits of the Company, at least five percent (5%) shall be set aside each year to constitute the legal reserve. Such deduction shall no longer be required as soon as this legal reserve reaches one tenth of the Company’s capital. Upon proposal of the Board, the general meeting shall annually decide on the allocation of the balance of the net profits. 32.2 The Company will, without any need for a resolution of the Board or of the Company, and before application of any profits to reserve or for any other purpose, but subject to and conditional upon the occurrence of a Liquidity Event, pay: (a) first, (and in priority to any classes of Shares), the holder of the Class A Preference Profit Sharing Certificate in accordance with the principles set out in article 39 of these articles; (b) second, (and in priority to any other classes of Shares), to the holders of Preferred D Shares a fixed cumulative cash preferential dividend in respect of each Preferred D Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred D Share (the Preferred D Dividend); (c) third, (and in priority to any other classes of Shares other than the Preferred D Shares), to the holders of Preferred C Shares a fixed cumulative cash preferential dividend in respect of each Preferred C Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred C Share (the Preferred C Dividend); (d) fourth, (and in priority to any other classes of Shares other than the Preferred D Shares and the Preferred C Shares), to the holders of Preferred B Shares a fixed cumulative cash preferential dividend in respect of each Preferred B Share held by them at the annual rate of 6 per cent. of the Issue Price per Preferred B Share (the Preferred B Dividend); and (e) fifth (and in priority to any other classes of Shares other than the Preferred D Shares, the Preferred C Shares and the Preferred B Shares), to the holders of Preferred A Shares a fixed cumulative cash preferential dividend in respect of each Preferred A Share held by them at the annual rate of 6 per cent. of the applicable Issue Price per Preferred A Share (the Preferred A Dividend), in each case to be paid to the person registered as its holder on a Liquidity Event. 32.3 The Preferred D Dividend, the Preferred C Dividend, the Preferred B Dividend and the Preferred A Dividend shall be calculated on a daily basis from the date of issue of the relevant Preferred

ACTIVE/202925561.5 D Share, Preferred C Share, Preferred B Share or Preferred A Share (as the case may be) until the relevant Liquidity Event. 32.4 Subject to payment of the Preferred Dividends, the Board shall be entitled to determine whether any profits legally available for distribution with respect to any financial year of the Company will be distributed among the holders of the Shares (pari passu as if the Shares constituted one class of share), in which case such profits shall be distributed to Shareholders pro rata to their respective holdings of Shares (calculated on an As Converted Basis and fully diluted basis). 32.5 For the purposes of this article 32, with respect to Shares that are not fully paid up, “Issue Price” shall be construed as “the amount of the Issue Price actually paid up”. Article 33.-INTERIM DIVIDENDS. The Board is authorised to pay an interim dividend on the result of the financial year, subject to compliance with the conditions of article 7:213 of the Belgian Code for Companies and Associations and subject to the application of the same preference rules as referred to in article 35. Article 34.-PROHIBITED DISTRIBUTION. Any distribution of dividends made contrary to the law, the terms of these articles or the Agreement must be repaid by the Shareholder who received it. Article 35.-LIQUIDITY PREFERENCE. 35.1 In case distributions of proceeds or assets are made to the Shareholders as a result of (i) payment of dividends, capital reduction, or share buy-back; (ii) a bankruptcy, liquidation, dissolution or judicial reorganisation of the Company; (iii) an Asset Sale; (iv) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity; (v) a Share Sale, or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above, (individually and collectively referred to as a Liquidity Event), it being understood that an IPO shall not constitute a Liquidity Event, the holder of the Class A Preference Profit Sharing Certificate shall be entitled to receive, after the payment (or other satisfaction) of the Company’s liabilities, for the Class A Preference Profit Sharing Certificate it holds at the time of the Liquidity Event, in preference of each of the Shareholders, a Liquidation Interest Profit Share, in accordance with the principles set out in article 39 of these articles. 35.2 The surplus assets of the Company following payment of the Liquidation Interest Profit Share shall be applied (to the extent the Company is lawfully able to do so): (a) first, in paying to each holder of Preferred D Shares in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred D Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred D Dividend), or if greater, the amount that each holder of Preferred D Shares would receive on an As-Converted Basis (the D Preference Amount) (provided that if there are

ACTIVE/202925561.5 insufficient surplus assets to pay the amounts due under this article 35.2(a), the available surplus assets shall be distributed to the holders of Preferred D Shares pro rata to their respective holdings of Preferred D Shares); (b) second, in paying to each holder of Preferred C Shares in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred C Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred C Dividend), or if greater, the amount that each holder of Preferred C Shares would receive on an As-Converted Basis (the C Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(b), the available surplus assets shall be distributed to the holders of Preferred C Shares pro rata to their respective holdings of Preferred C Shares); (c) third, in paying to each holder of Preferred B Shares, in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred B Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred B Dividend) or if greater, the amount that each holder of Preferred B Shares would receive on an As-Converted Basis (the B Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(c), the available surplus assets shall be distributed to the holders of Preferred B Shares pro rata to their respective holdings of Preferred B Shares); (d) fourth, in paying to each holder of Preferred A Shares, in priority to any other classes of Shares, an amount equal to the Issue Price per Preferred A Share held by them (as adjusted for any Reorganisation), together with any accrued or declared but unpaid dividends (including the Preferred A Dividend) or if greater, the amount that each holder of Preferred A Shares would receive on an As-Converted Basis (the A Preference Amount) (provided that if there are insufficient surplus assets to pay the amounts due under this article 35.2(d) the available surplus assets shall be distributed to the holders of Preferred A Shares pro rata to their respective holdings of Preferred A Shares and the applicable Issue Price for such Preferred A Shares); 35.3 In case the amount paid per Preferred D Share to the holders of Preferred D Shares at the occasion of a prior Liquidity Event (the Prior D Payment) is lower than the D Preference Amount, as calculated at the effective date of the Prior D Payment, then the holders of Preferred D Shares shall be entitled to receive at a next Liquidity Event, per Preferred D Share they hold, in preference to the holders of any other classes of shares, an amount equal to the difference between the D Preference Amount (calculated at the effective date of the Prior D Payment) and the Prior D Payment, wherein the resulting difference is adjusted with respect to any additional Preferred D Dividend payable for the period starting from the effective date of the Prior D Payment until the effective date of payment at the next Liquidity Event (the Outstanding D Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding D Liquidity Preference in case of staged Liquidity Events. 35.4 In case the amount paid per Preferred C Share to the holders of Preferred C Shares at the occasion of a prior Liquidity Event (the Prior C Payment) is lower than the C Preference Amount, as calculated at the effective date of the Prior C Payment, then the holders of Preferred C Shares shall be entitled to receive at a next Liquidity Event, per Preferred C Share they hold, in preference to the holders of any other classes of shares other than the Preferred D Shares, an amount equal to the difference between the C Preference Amount (calculated at the effective date of the Prior C Payment) and the Prior C Payment, wherein the resulting difference is adjusted with respect to any additional Preferred C Dividend payable for the period starting from the effective date of the Prior C Payment until the effective date of payment at the next Liquidity Event (the Outstanding C Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding C Liquidity Preference in case of staged Liquidity Events. 35.5 In case the amount paid per Preferred B Share to the holders of Preferred B Shares at the occasion of a prior Liquidity Event (the Prior B Payment) is lower than the B Preference Amount, as calculated at the effective date of the Prior B Payment, then the holders of Preferred

ACTIVE/202925561.5 B Shares shall be entitled to receive at a next Liquidity Event, per Preferred B Share they hold, in preference to the holders of any other classes of shares other than the Preferred D shares and the Preferred C Shares, an amount equal to the difference between the B Preference Amount (calculated at the effective date of the Prior B Payment) and the Prior B Payment, wherein the resulting difference is adjusted with respect to any additional Preferred B Dividend payable for the period starting from the effective date of the Prior B Payment until the effective date of payment at the next Liquidity Event (the Outstanding B Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding B Liquidity Preference in case of staged Liquidity Events. 35.6 In case the amount paid per Preferred A Share to the holders of Preferred A Shares at the occasion of a prior Liquidity Event (the Prior A Payment) is lower than the A Preference Amount, as calculated at the effective date of the Prior A Payment, then the holders of Preferred A Shares shall be entitled to receive at a next Liquidity Event, per Preferred A Share they hold, in preference to the holders of any other classes of shares other than the Preferred D Shares, the Preferred C Shares and the Preferred B Shares, an amount equal to the difference between the A Preference Amount (calculated at the effective date of the Prior A Payment) and the Prior A Payment, wherein the resulting difference is adjusted with respect to any additional Preferred A Dividend payable for the period starting from the effective date of the Prior A Payment until the effective date of payment at the next Liquidity Event (the Outstanding A Liquidity Preference). This process will be reiterated until complete fulfilment of the Outstanding A Liquidity Preference in case of staged Liquidity Events. 35.7 In case there is any positive balance of surplus assets after complete fulfilment of the D Preference Amount, the C Preference Amount, the B Preference Amount and the A Preference Amount (or after complete fulfilment of the last Outstanding D Liquidity Preference, the last Outstanding C Liquidity Preference, the last Outstanding B Liquidity Preference and Outstanding A Liquidity Preference in case of staged Liquidity Events), each of the holders of Common Shares (i.e. for the avoidance of any doubt, excluding the ESOP Common Shares) will be entitled to receive per Common Share held at the time of the Liquidity Event an amount equal to the subscription price per Share at the occasion of the Seed Investment (i.e. forty euro (EUR 40) per Share) (the Catch-Up Amount). This process will be reiterated until complete fulfilment of the Catch-Up Amount in case of staged Liquidity Events. 35.8 In case there is any positive balance of surplus assets after complete fulfilment of the D Preference Amount, the C Preference Amount, the B Preference Amount and the A Preference Amount (or after complete fulfilment of the last Outstanding D Liquidity Preference, the last Outstanding C Liquidity Preference, Outstanding B Liquidity Preference and Outstanding A Liquidity Preference in case of staged Liquidity Events) and after complete fulfilment of the Catch-Up Amount, the remaining proceeds and assets will be distributed to all Shareholders pro rata to their security holding (to the extent such securities are actually paid up) on an as-if-converted basis. 35.9 In the event of a Liquidity Event whereby the proceeds of such Liquidity Event are received by the Company, the Shareholders shall cause the Company to distribute the proceeds to the security holders as outlined above, taking into account any existing and future liabilities of the Company, including, as the case may be any payment obligation outstanding under the License Agreement. 35.10 For the purposes of this article 35, with respect to Shares that are not fully paid up, “Issue Price” shall be construed as “the amount of the Issue Price actually paid up”. CHAPTER V. DISSOLUTION AND LIQUIDATION. Article 36.-DISSOLUTION. The general meeting may at any time dissolve the Company, respecting the quorum and majority requirements for modifications of the by-laws.

ACTIVE/202925561.5 Article 37.-DISSOLUTION AND LIQUIDATION. 37.1 If the Company is dissolved followed by a liquidation one or more liquidators shall be appointed by the general meeting. 37.2 The appointment of one or more liquidators must be notified to the chairperson of the Commercial Court in order to receive its approval in accordance with article 2:84 of the Belgian Code for Companies and Associations. 37.3 They dispose of the powers set forth in articles 2:87 and 2:88 of the Belgian Code for Companies and Associations, without the need for further special authorisation by the general meeting. However, the general meeting may at all times restrict these powers by simple majority. 37.4 All assets of the Company must be sold unless the general meeting decides otherwise. 37.5 If not all the shares have been paid up to the same extent, the liquidators restore the balance, either by making additional calls, or by making provisional payments. CHAPTER VI. GENERAL PROVISIONS. Article 38.-ELECTION OF DOMICILE. Every Director, statutory auditor or liquidator residing abroad is deemed, for the duration of his function, to have elected domicile at the registered office of the Company where all communications, notifications and summonses can be validly served. Article 39.-CLASS A PREFERENCE PROFIT SHARING CERTIFICATE. 39.1 The Company has issued one (1) profit sharing certificate, named “Class A Preference Profit Sharing Certificate”. 39.2 The “Class A Preference Profit Sharing Certificate” does not represent the capital of the Company. 39.3 The “Class A Preference Profit Sharing Certificate” is and remains registered. The ownership title of the “Class A Preference Profit Sharing Certificate” is exclusively determined by the entry in a special register of profit certificates kept at the registered office of the Company. 39.4 The “Class A Preference Profit Sharing Certificate” was granted to the private company with limited liability “Argenx”, established at 9052 Zwijnaarde, Industriepark Zwijnaarde 7 / C, RCE Gent division Gent VAT BE 0818.292.196, within the framework of and as sole consideration under the license by Argenx to the company of the “argenx Intellectual Property”, in accordance with the Research and Commercialization License agreement of 14 March 2019 between the Company and Argenx, as amended from time to time (including on 3 October 2023) (the License Agreement). This License Agreement also sets out further agreements regarding the further development of the “argenx Intellectual Property”. 39.5 The “Class A Preference Profit Sharing Certificate” is subject to the same transfer restrictions as the Company’s shares, as set out in article 11 of these articles.

ACTIVE/202925561.5 The transfer of the “Class A Preference Profit Sharing Certificate” will only become effective after the entry in the register of profit certificates of the statement of transfer as dated and signed by the transferor and the transferee or their representatives. 39.6 The “Class A Preference Profit Sharing Certificate” is indivisible and the Company recognizes only one owner per Class A Preference Profit Sharing Certificate. If several persons have rights with respect to the “Class A Preference Profit Sharing Certificate”, the exercise of these rights will be suspended until one person is designated as the owner of the Class A Preference Profit Sharing Certificate with respect to the Company. 39.7 In the circumstances set out below, the “Class A Preference Profit Sharing Certificate” shall grant entitlement to a liquidation share, the “Liquidation Interest Profit Share” of 6.60% of the amounts that would be distributable to the Shareholders of the Company. For the avoidance of doubt, the “Liquidation Interest Profit Share” shall for all purposes of these terms and conditions, be calculated on all distributions to the Shareholders of the Company, even if they do not relate to the share of the argenx Intellectual Property licensed under the License Agreement to the Company. The aforementioned share of the “Liquidation Interest Profit Share” of 6.60% will be further adjusted in the event of one (or more) capital increase(s) of the Company to be subscribed to in majority by a new Shareholder against a “pre-money” valuation of the shares of the Company that exceeds two hundred and twenty-five million EUR (€225,000,000) (“Dilutive Issue”). The adjusted percentage share of the “Liquidation Interest Profit Share” will be calculated as follows new “Liquidation Interest Profit Share” = X * [(Y * W/Y)] / [(Y * W/Y) + (V * Z)] whereby: V = the number of shares the Company shall issue in the Dilutive Issue; W = two hundred and twenty-five million EUR (€225,000,000); X = the percentage of the “Liquidation Interest Profit Share” immediately prior to the Dilutive Issue; Y = total number of outstanding shares of the Company immediately prior to the Dilutive Issue; Z = the issue price per share of the Dilutive Issue. 39.8 The “Class A Preference Profit Sharing Certificate” is issued for an indefinite period of time, it being understood that the “Class A Preference Profit Sharing Certificate” shall automatically expire (i) upon termination of the License Agreement due to a ‘Material Breach’ or ‘Insolvency’ (respectively articles 8.2. and 8.3. of the License Agreement) on the part of Argenx and (ii) in the event of IPO. Immediately prior to the realization of such IPO, it will convert automatically into a number of Common Shares, such number being determined as a percentage of the total number of outstanding shares in the Company. The applicable percentage will be determined in accordance with the “Liquidation Interest Profit Share” on the total number of outstanding shares (on a fully diluted basis) of the Company immediately prior to this IPO. If there has been one or more Dilutive Issuance prior to the IPO, then the applicable conversion rate will be adjusted in accordance with the formula in article 39.7 above. 39.9 In the event of a “Liquidity Event” (as defined in article 35 of these articles), the “Class A Preference Profit Sharing Certificate” will be entitled to receive a “Liquidation Interest Profit Share” in accordance with article 39.7 above in priority to all other shares or securities of the

ACTIVE/202925561.5 Company and calculated on what is effectively distributed to the Shareholders of the Company. For the avoidance of doubt, in case of, but not limited to, a Share Sale, the “Class A Preference Profit Sharing Certificate” shall be entitled to receive a part of the purchase price for the transfer of shares and the “Class A Preference Profit Sharing Certificate”, which shall be equal to the “Liquidation Interest Profit Share”, calculated on the purchase price for the transfer of the shares and the “Class A Preference Profit Sharing Certificate”. 39.10 In the event the Company grants a license, enters into a partnership or otherwise disposes of rights with respect to “Licensed Products” as defined in the License Agreement, and a distribution of dividends, or any other form of distribution to the Shareholders is realized (a Realisation Distribution), the “Class A Preference Profit Sharing Certificate” shall in priority on all other shares or securities of the Company be entitled to receive a “Liquidation Interest Profit Share” from this Realisation Distribution. More generally, in the event that the Company decides to distribute a profit (dividend), part of the distributable amount will be granted as dividend to the “Class A Preference Profit Sharing Certificate” equal to a “Liquidation Interest Profit Share” in accordance with article 39.7 above. 39.11 The holder of the “Class A Preference Profit Sharing Certificate” has no voting rights at the general meetings, except in the cases determined by the Belgian Code for Companies and Associations. In such cases, the “Class A Preference Profit Sharing Certificate” entitles the holder to one vote. The holder of the “Class A Preference Profit Sharing Certificate” will in such cases always exercise its voting rights in the interest of the Company for all market-based decisions relating to the financing of the Company and if and to the extent that the decision to be taken does not disproportionately affect the rights attached to the “Class A Preference Profit Sharing Certificate”. The holder of the “Class A Preference Profit Sharing Certificate” will be invited to general Shareholders’ meetings in the same way as the holders of capital shares and is entitled to receive similar information as a Shareholder. In general, the number of voting rights granted to profit sharing certificates may not exceed half of the total number of votes granted to the holders of the issued capital shares. Subsequently, the votes cast by the holders of profit certificates may under no circumstances be taken into account for more than two-thirds of the number of votes cast by the holders of the capital shares. 39.12 The holder of the “Class A Preference Profit Sharing Certificate” has in no case a preferential subscription right and in particular no such rights in the event of a capital increase or in the event of the issue of new profit certificates by the Company. 39.13 When the Company enters into a strategic transaction, such as the granting of a licence on, a sale of one or more assets, a merger, demerger, contribution or acquisition of a branch of activity or any similar transaction, it shall ensure that the holder of the “Class A Preference Profit Sharing Certificate”, for everything not expressly provided for in the conditions of issue of this security, is equally (pari passu) involved in such transaction and consequently receives information in an equal manner, receives the same terms and equal treatment in all parameters of the transaction. ========================================================== Brussels, 2024. AUTHENTICATED. Notary public,

Confidential ACTIVE/202925561.5 SCHEDULE 4 ACCESSION DEED Accession Deed to the Shareholders' Agreement The undersigned hereby declares that he has knowledge of the most recent restated articles of association of AgomAb Therapeutics NV (the Company) and of the Shareholders' Agreement, dated 4 November 2024, as supplemented and/or amended from time to time, between the Company and its Shareholders (the Shareholders' Agreement). Upon signing of this Accession Deed, the undersigned declares to assume all rights and obligations of [•] resulting from the abovementioned Shareholders' Agreement and that he/she shall become, with immediate effect, bound by all the terms and conditions of the Shareholders' Agreement. For the purposes of clause 25 of the Shareholders' Agreement, the undersigned confirms that his contact details are as follows: Name: [•] Address: [•] Attention: [•] Email: [•] This Accession Deed shall be governed by and construed in accordance with Belgian law. All disputes arising out of or in connection with this Accession Deed shall be subject to the exclusive jurisdiction of the competent courts of Belgium. Done in ________________, on ________________, in as much originals as there are shareholders of the Company at the time of signing of this Accession Deed. _________________ ____________________ Transferee Transferor

Confidential ACTIVE/202925561.5 SCHEDULE 5 BUSINESS PLAN [***]

ACTIVE/202925561.5 SCHEDULE 6 REGISTRATION RIGHTS 36. DEFINITIONS For the purposes of this Schedule 6: "Damages" means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. "Demand Notice" has the meaning set forth in subsection 2.1(A) of this Schedule 6. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Excluded Registration" means (i) a registration, relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction, or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities. "Form S-1" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC, or any other form under the Securities Act which the Company is then eligible or otherwise required to use, including Form F-1. "Form S-3" means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC, or any other such form under the Securities Act which the Company is then eligible or otherwise required to use, including Form F-3. "Holder" means any holder of Registrable Securities who is a party to this Agreement. "Immediate Family Member" means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein. "Initiating Holders" means, collectively, Holders who properly initiate a registration request under this Schedule 6. "Liquidity Event" has the meaning given in the New Articles. "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity. "Registrable Securities" means (i) the Common Shares issuable or issued upon conversion of the Preferred A Shares; (ii) the Common Shares issuable or issued upon conversion of the Preferred B Shares; (iii) the Common Shares issuable or issued upon conversion of the Preferred C Shares; (iv) the Common Shares issuable or issued upon conversion of the Preferred D Shares (v) any Common Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company held by the Investors; and (vi) any Common Shares issued as (or issuable upon the

ACTIVE/202925561.5 conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) through (v) above; including in all cases securities representing such Common Shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments); but excluding in all cases, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Schedule 6 are not assigned pursuant to this Agreement, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Schedule 6. "Registrable Securities then outstanding" means the number of shares determined by adding the number of outstanding Common Shares that are Registrable Securities (including Common Shares represented by other securities, including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) and the number of Common Shares issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. "Restricted Securities" means the securities of the Company required to be notated with the legend set forth in Subsection 2.11(B) hereof. "SEC" means the U.S. Securities and Exchange Commission. "SEC Rule 144" means Rule 144 promulgated by the SEC under the Securities Act. "SEC Rule 145" means Rule 145 promulgated by the SEC under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. "Selling Holder Counsel" has the meaning set forth in Subsection 2.6. 2. REGISTRATION RIGHTS The Company covenants and agrees as follows: 2.1 Demand Registration (A) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement and (ii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least 30% of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least 25% of: the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder's rights under this Schedule 6) (the Demand Notice) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(C) and 2.3.

ACTIVE/202925561.5 (B) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least 20% of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(C) and 2.3. (C) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1(C) a certificate signed by the Company's chief executive officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its shareholders to timely file such registration statement because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than forty-five (45) days after the request of the Initiating Holders is given; provided that the Company may not invoke this right more than once in any twelve (12)-month period, provided further that the Company shall not register any securities for its own account or that of any other stockholder during such forty-five (45) day period, other than an Excluded Registration. (D) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(A) (i) during the period that is thirty (30) days before the Company's good faith estimate of the date of filing of and ending on a date that is ninety (90) days (or one hundred eighty (180) days, solely in the case of the IPO) after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(A); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(B). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(B) (i) during the period that is thirty (30) days before the Company's good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company- initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(B) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as "effected" for purposes of this Subsection 2.1(D) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as "effected" for purposes of this Subsection 2.1(D); provided that, if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(C) then the Initiating Holders may withdraw their request for registration and such registration will not be counted as "effected" for the purposes of this Subsection 2.1(D). 2.2 Company Registration If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its Common Shares or other securities under the Securities Act in connection with the public offering of such Common Shares or other securities, as the

ACTIVE/202925561.5 case may be, solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration (which notice shall not convey material non-public information, within the meaning of the Exchange Act, unless a Holder subsequently agrees in writing to accept such information after being advised of a potential transaction that relates to such Holder's rights under this Schedule 6). Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. 2.3 Underwriting Requirements (A) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Board and such selection, as well as the underwriters' discount, shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(E)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Subsection 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. (B) In connection with any offering involving an underwriting of shares of the Company's capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders' Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable

ACTIVE/202925561.5 Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below 30% of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other shareholder's securities are included in such offering. For the purposes of the provision in this Subsection 2.3(B) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such "selling Holder," as defined in this sentence. (C) For the purposes of Subsection 2.1 a registration shall not be counted as "effected" if, as a result of an exercise of the underwriter's cutback provisions in Subsection 2.3(A) fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. 2.4 Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (A) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, (i) keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier until the distribution contemplated in the registration statement has been completed; provided that such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Shares (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities that is intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such that the one hundred twenty (120) day period shall be extended as necessary to keep the registration statement effective until all such Registrable Securities are sold; (B) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (C) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; (D) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be

ACTIVE/202925561.5 required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (E) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (F) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (G) provide a transfer agent and registrar and depositary, if applicable, for all Registrable Securities registered pursuant to this Schedule 6 and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (H) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (I) notify each selling Holder, promptly after the Company receives notice thereof of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (J) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. 2.5 Furnish Information It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder's Registrable Securities. 2.6 Expenses of Registration All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to this Section 2, including all registration, filing, and qualification fees; printers' and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the selling Holders ("Selling Holder Counsel"), shall be borne and paid by the Company; provided that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(A) or 2.1(B) as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(A) or 2.1(B) and the Company shall bear and pay such expenses instead. All Selling Expenses relating to Registrable Securities registered pursuant to this

ACTIVE/202925561.5 Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 2.7 Delay of Registration No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 2.8 Indemnification If any Registrable Securities are included in a registration statement under this Section 2: (A) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided that the indemnity agreement contained in this Subsection 2.8(A) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. (B) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided that the indemnity agreement contained in this Subsection 2.8(B) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(B) and 2.8(D) exceed the proceeds from the offering, received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or wilful misconduct by such Holder. (C) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defence thereof with counsel mutually satisfactory to the parties; provided that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be

ACTIVE/202925561.5 paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent (and only to the extent) that such failure materially prejudices the indemnifying party's ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8. (D) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction, and the expiration of time to appeal or the denial of the last-right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder's liability pursuant to this Subsection 2.7(D), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.7(B) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of wilful misconduct or fraud by such Holder. (E) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall prevail; provided, however, that any matter expressly provided for or addressed by the foregoing provisions that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions. (F) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement. 2.9 Reports Under Exchange Act With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: (A) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

ACTIVE/202925561.5 (B) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and (C) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 2.10 Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of 60% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder the right to include securities in any registration on other than a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement pursuant to a Deed of Adherence. 2.11 Restrictions on Transfer (A) The Registrable Securities shall not be sold, pledged, or otherwise transferred, in each case in the United States, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer in the United States, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. In connection with a sale in the United States, a transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding the foregoing, if the Company has completed an IPO in the United States pursuant to a registration under the Securities Act, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144, in each case, to be bound by the terms of this Agreement. (B) Each certificate, instrument, or book entry representing (i) the Preferred D Shares, (ii) the Preferred C Shares, (iii) the Preferred B Shares, (iv) the Preferred A Shares, (v) the Registrable Securities, and (vi) any other securities issued in respect of the securities referenced in clauses (i), (ii), (iii) and (iv), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.11(C)) be notated with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

ACTIVE/202925561.5 The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities, in order to implement the restrictions on transfer set forth in this Subsection 2.11. (C) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale or transfer of any Restricted Securities in the United States, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such Holder's intention to effect such sale or transfer; provided that no such notice shall be required in connection if the intended sale, pledge or transfer complies with SEC Rule 144. Each such notice shall describe the manner and circumstances of the proposed sale or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder's expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a "no action" letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or "no action" letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.11. Notwithstanding anything to the contrary in this Agreement, the Company may in its sole discretion waive compliance with this Subsection 2.11(C) and the Company's failure to object within 5 Business Days in writing after notification of a proposed assignment allegedly in violation of Subsection 2.11(C) shall be deemed to be such a waiver. (D) Subject to compliance with the Exchange Act, Securities Act and other applicable securities laws and regulations, including SEC Rule 144, and any contractual restrictions entered into by a Holder of Restricted Securities (such as a lock-up or market standoff agreement), at such Holder's request and at the Company's expense, the Company will use commercially reasonable efforts to promptly remove all transfer restrictions (and any legends relating thereto) that are no longer required to restrict transfers of the Registrable Securities of the Company (or its successor) held by the Holder; provided, however, that the Holder may be required to produce customary seller representation letters and, as applicable, broker representation letters as required pursuant to Rule 144 of the Securities Act of 1933 of the United States, as amended, as well as an opinion of its counsel at the Holder's expense in connection with any such removal of transfer restrictions (and any legends relating thereto). 2.12 Termination of Registration Rights The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: (A) the closing of a Liquidity Event; (B) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder's shares without limitation (including without observance of the manner of sale, volume limitation and notice provisions of Rule 144) during a three-month period without registration; and (C) the third anniversary of an IPO. 3. MISCELLANEOUS

ACTIVE/202925561.5 3.1 Aggregation of Stock. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (i) that is an Affiliate or stockholder of a Holder; (ii) who is a Holder's Immediate Family member; or (iii) that is a trust for the benefit of an individual Holder or such Holder's Immediate Family Member shall be aggregated together and with those of the transferring Holding; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 3.2 Governing Law This Schedule 6 shall be governed by and construed in accordance with the internal law of the State of New York, without regard to conflict of law principles that would result in application of any law other than the law of the State of New York. 3.3 Dispute Resolution The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of State of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Schedule 6, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Schedule 6 except in the state courts of State of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defence, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Schedule 6 or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SCHEDULE 6, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party to this Agreement will bear its own costs in respect of any disputes arising under this Schedule 6. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought pursuant to this Schedule 6 in the United States District Court for the Southern District of New York or any court of the State of New York having subject matter jurisdiction.

ACTIVE/202925561.5 SCHEDULE 7 SERIES D PROXY AGREEMENT [***]

Exhibit 10.1

FREE TRANSLATION

This document is drafted originally in Dutch. In the event of any discrepancies between the Dutch and English version of this document, the Dutch version shall prevail.

14 March 2019

EMPLOYEE STOCK OPTION PLAN

Regarding the grant of maximum nine thousand seven hundred and twenty-three (9,723) Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 14 March 2019

TABLE OF CONTENTS

FOREWORD				4

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			8

	5.1	Number of Options per Beneficiary		8
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and Security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or Refusal of the Offer		10
	6.3	Acceptance of the Regulations		10

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise Conditions		11
	7.2	Exercise Price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares per Option		12
	7.6	Cancellation of the Right to Exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	12
		7.6.3	Type A Leaver	13
		7.6.4	Termination	13
	7.7	Exercise Conditions		13
	7.8	Payment Conditions		14
	7.9	Liquidity Event or Ipo		14

8.	DEATH OF THE BENEFICIARY			14

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights Attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS			15

	10.1	Operation		15
	10.2	Adaptation		15
	10.3	Notice		16

11.	TAXATION AND BELGIAN SOCIAL SECURITY			16

	11.1	Taxation Rules Applicable to the Grant of Options		16
		11.1.1	Moment of taxation	17
		11.1.2	Taxable benefit	17
	11.2	Applicable Taxation On Shares		19
		11.2.1	Income tax	19
		11.2.2	Tax on stock exchange operations	19
		11.2.3	Special tax regime for foreign executives	19

12.	EXPENSES			20

	12.1	The Company		20
	12.2	The Beneficiaries		20

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS			20

14.	INFORMATION TO THE BENEFICIARIES			20

15.	NULLITY OF A PROVISION			21

16.	NOTICES			21

17.	APPLICABLE LAW AND JURISDICTION			21

	17.1	Applicable Law		21
	17.2	Jurisdiction		21

FOREWORD

The Employee Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 14 March 2019 in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company, Options allowing them to subscribe to Shares of the Company.

The Employee Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the Employee Stock Option Plan at nine thousand seven hundred and twenty-three (9,723) Options.

The Employee Stock Option Plan is set for an indefinite period of time. Nevertheless, the Board of Directors may at any time decide to terminate the Employee Stock Option Plan or to replace it by another Employee Stock Option Plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

As far as certain categories of Beneficiaries are concerned, the Employee Stock Option Plan is issued in accordance with the relevant provisions of the Belgian law, dated 26 March 1999, (especially subpart VII thereof) regulating the shares with discount and stock options (article 41 through 47).

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.	DEFINITIONS

Affiliate

has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 11 of the Belgian Company Code.

Answer Form

the form attached in Exhibit 3.

Beneficiary

a key managers, employees, directors and/or outside consultants and advisors of the Company (it being understood that if such key managers, employees, directors and/or outside consultants and advisors would be a management company, the Options shall, at the election of the management company concerned, be granted either to the management company or directly to the manager of such management company) to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors

means the board of directors of the Company, as constituted from time to time.

Clause

a clause of these Regulations.

Company

AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Pieter Van Reysshootlaan 2/104, 9051 Sint-Denijs-Westrem (Ghent), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Employee Stock Option Plan

the Employee Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Exercise Conditions

the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form

the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the Employee Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the Employee Stock Option Plan.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) a sale of all or substantially all of the assets (including intellectual property rights) of the Company, (iv) any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) any other event in which the control of the Company is transferred or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the Employee Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a warrant (“warrant” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the Employee Stock Option Plan, during the Exercise Periods, to a number of Shares determined by the Employee Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the Employee Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or warrants), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or warrants attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Stock Option Act	:	the law of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (as amended).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Subscription and Shareholders Agreement	:	the subscription and shareholders agreement regarding the Company that has been entered into by and between the Company, the Key Founder, the Existing Shareholders and the Investors (each as defined therein) on 4 March 2019 (as amended and supplemented from time to time, as the case may be).

Type A Leaver

means a Beneficiary (or its management company, as the case may be) who leaves the Company in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol”), as far as related to the Company and as described in detail in the written termination notice from the Company to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.

Type B Leaver

means a Beneficiary (or its management company, as the case may be) who leaves the Company as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given notice at least six (6) months before the intended leaving, after starting to providing services to the Company under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver

means a Beneficiary (or its management company, as the case may be) who leaves the Company and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS

The Employee Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

BENEFICIARIES

The Employee Stock Option Plan is open to the key managers, employees, directors and/or outside consultants and advisors of the Company. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company and can, therefore, not be regarded as acquired rights.

NUMBER OF OPTIONS

A maximum number of nine thousand seven hundred and twenty-three (9,723) Options may be granted to the Beneficiaries, within the framework of the Employee Stock Option Plan governed by the present Regulations.

OPTIONS

5.1

Number of Options per Beneficiary

The number of Options offered to each Beneficiary will be determined in accordance with a well-established procedure, defined by the Board of Directors. Based on this procedure, the Board of Directors will determine the number of Options that it wishes to propose to each Beneficiary.

5.2

Nature of the Options

The Options are exclusively in registered form. As soon as they are offered and accepted, the Options will be numbered and registered in a special register kept up-to-date as to the number of Options held by each Beneficiary.

5.3

Option Price

The Options are granted for free to the Beneficiaries.

5.4

Term of Options

The Options are valid for ten (10) years as of the date of their issuance, regardless the day they were granted to the Beneficiaries.

Any Option, which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5

Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

OFFER OF OPTIONS

6.1

Offer Date

The Company will address each Beneficiary a customized Offer Letter for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2

Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

An Answer Form is addressed to each Beneficiary with the Offer Letter, by means of which the Beneficiary notifies his/her decision with respect to the Offer: acceptance (in full or in part) or refusal.

The Answer Form is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form (being sixty (60) days after the date of the Offer) to the registered seat of the Company.

The Offer of Options shall be considered totally refused if the Beneficiary has not accepted the Offer in writing within sixty (60) days following the date of the Offer, without the Beneficiary being able to invoke any compensation right.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Agreement has to be handed over, duly completed and signed, simultaneously with the Answer Form, at the address mentioned on the Answer Form.

From a Belgian tax point of view, the Stock Option Act considers the Options as granted on the sixtieth (60^th) day following the date of the Offer, provided that the Beneficiary has notified in writing his intention to accept the Offer prior to the expiration of said term.

6.3

Acceptance of the Regulations

The acceptance of the Offer by the Beneficiary results in (i) the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary, and (ii) the adherence by the Beneficiary to the Subscription and Shareholders’ Agreement in his/her capacity as a holder of Warrants (as defined in the Subscription and Shareholders’ Agreement).

EXERCISE OF THE OPTIONS

7.1

Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2

Exercise Price

The Exercise Price equals the fair market value of the shares of the Company at the time of the Offer. This value is determined by the Company in accordance with the report of an auditor appointed by the Company for such purpose.

7.3

Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4

Vesting of Options and Exercise Periods

At least 75% of the Options will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

as of the first twelve (12) months of the date of the Offer: the remaining 75% of the Options will vest on a monthly basis over a period of thirty six (36) months (i.e. vesting of 2,083% (rounded) of the remaining Options per month).

The vested Options may be exercised as of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

All non-exercised Options coming to their expiration date, i.e., after ten (10) years as of their issuance, become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with Clause 5.4.

The Stock Option Agreement can deviate from these rules.

7.5

Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6

Cancellation of the right to exercise the Options

7.6.1

Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she ceases to be employed by or providing services to the Company, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company.

The Type C Leaver remains entitled to exercise his/her Options which are vested at the time he/she ceases to be employed by or providing services to the Company, during any valid exercise period after such time he/she ceases to be employed by or providing services to the Company.

7.6.2

Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she ceases to be employed by or providing services to the Company, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company.

The Type B Leaver remains entitled to exercise his/her Options which are vested at the time he/she ceases to be employed by or providing services to the Company, during the first valid exercise period after the time he/she ceases to be employed by or providing services to the Company. Vested Options that are not exercised by the Type B Leaver during that exercise period, will expire, without any compensation of whatever nature being due by the Company.

7.6.3

Type A Leaver

The Options, whether or not they are vested pursuant to Clause 7.4, which are held by a Type A Leaver at the time he/she ceases to be employed by or providing services to the Company, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company.

7.6.4

Termination

When a Beneficiary (or its management company, as the case may be), who is a Type B or Type C Leaver, ceases to be employed by or providing services to the Company, then such Beneficiary may be obliged, at the discretion of the Board of Directors, to transfer but not sell, (i) all Shares held by such Type B or Type C Leaver and (ii) all Shares issued to the Type B or Type C Leaver pursuant to the exercise of his/her Options, within one month of, respectively, the leaving event, or the issuance of Shares pursuant to the exercise of Options, to a holding structure (“stichting” / fondation”) or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be) and to be controlled by the Company, and the Type B or Type C Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure, but all other rights (including voting rights) with respect to the Shares will vest in this holding structure/entity.

7.7

Exercise Conditions

A Beneficiary who is willing to exercise his/her Options, shall specify at the occasion of the exercise the numbers of the Options he/she wishes to exercise. In case the Beneficiary does not specify the numbers, the Beneficiary shall be considered to exercise his/her Options in chronological order of their granting, starting with the oldest.

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8

Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a bank account of the Company, mentioned by the latter on the Exercise Form. The Beneficiary has sixty (60) calendar days from the date of sending of the Exercise Form to proceed with the payment.

7.9

Liquidity Event or IPO

Notwithstanding any of the other provisions of these Regulations, the Options will, in case of a Liquidity Event or an IPO, be exercisable immediately prior to the sale, lease, transfer, license or other disposition of all or substantially all shares or assets of the Company, respectively immediately prior to the admission of all or part of the shares in the Company to an official listing of a stock exchange.

The tax consequences of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

The holders of Options undertake to sell the Shares, acquired as a result of the exercise of the Options pursuant to a Liquidity Event, to the purchaser who purchases pursuant to the Liquidity Event, at the same price and under the same conditions as which are applicable to the Liquidity Event. The Option holders will sell their Shares free and clear of any encumbrances within five (5) business days after having been requested to do so by the Company. They will be paid upon the effective transfer of their Shares.

In case of non-exercise of the Options in the event of a Liquidity Event, the Options become automatically null and void immediately after the date of the effective sale of all shares in the Company in the scope of the Liquidity Event.

In case of an IPO, the Board of Directors may decide that the Shares issued to the Beneficiary pursuant to the exercise of his/her Options may not be exercised during a reasonable lock-up period after the listing.

DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries.

The succession (inheritance) rules will be observed. Nevertheless, in case of multiple legal successors or in case of split reversionary ownership / life tenancy (usufruct), a single representative will be elected by the successors for the purpose of exercising the Options.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1

Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2

Rights attached to the Shares

The Shares issued at the occasion of the exercise of the Options will benefit from the same rights and advantages as the existing ESOP Common Shares of the Company (especially concerning voting right, dividend payment right, and right to distribution in case of liquidation).

9.3

Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1

Operation

The Company remains entitled to proceed to any operation resulting in changes in the amount or composition of the corporate capital or in the number and quality of the shares representing the capital, such as regrouping or splitting of the shares, the issuance of warrants or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the (partial) demerger or the distribution of dividends in shares without the prior consent of the Beneficiaries, if necessary.

10.2

Adaptation

10.3

Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.

TAXATION AND BELGIAN SOCIAL SECURITY

The Belgian Stock Option Act is applicable to employees, directors (individuals only) and independent service providers (individuals only) who are taxable in Belgium on their professional remuneration or on their profits and dividends. The Belgian Stock Option Act, and, in accordance, the Belgian taxation regime, is not applicable to (foreign) employees, directors (individuals only) and independent service providers (individuals only), who are taxable outside Belgium on their professional remuneration or on their profits and dividends.

This analysis is thus not applicable to directors (companies) and independent service providers (companies) who are taxable in or outside Belgium. This analysis is neither applicable to employees, directors or independent service providers who are not taxable in Belgium pursuant to Belgian law or treaties entered into by Belgium. The Beneficiaries must take advice from their tax counsel in order to determine how the Grant and exercise of Options will be taxed in or outside Belgium.

As regards social security obligations, only when specific conditions are met employees can be exempt from social security contributions. Such exemption does not apply to persons considered to be self-employed persons for social security purposes. An amount will be due by such self-employed persons pursuant to the Options to the extent the maximum amount of social security contributions has not been met.

In general, since the principles described below are for mere information purposes only and are only given as a general outline, it is recommended to seek advice from a tax counsel. The Company shall not take any responsibility regarding the tax consequences of the Grant or exercise of Options, which may vary in the future. Only the Beneficiaries are responsible for the declaration of the Options in their tax return. The Company invites, therefore, the Beneficiaries to seek advice and to take the necessary precautionary actions they will judge useful or necessary to verify, complete or update this information.

11.1

Taxation rules applicable to the Grant of Options

The Options are governed by the following rules:

11.1.1

Moment of taxation

In accordance with the Stock Option Act, the Grant of Options is regarded as a benefit in kind for qualifying Beneficiaries, and are taxable at the time the Options are granted. This benefit in kind is taxable at the same time and in the same way as the other earned income and, as far as the members of the personnel and directors are concerned, is subject to the wage withholding tax. The wage withholding and income tax remains due even if the Options are not or cannot be exercised.

From a tax point of view, the Stock Option Act regards the Options as granted on the sixtieth (60^th) calendar day following the date of the Offer, provided that the Beneficiary has given written notice of his/her will to accept the Offer before expiration of said period. The acceptance of the Offer must be notified to the offering entity before expiration of the above mentioned sixty (60) day period. Consequently, from a tax point of view, the Options are regarded as being refused if the Offer has not been accepted within the prescribed period in writing as required by the Stock Option Act.

If the Options fall within the scope of the Stock Option Act, Belgian tax law currently does not tax the Beneficiary at the time of exercise and the gain realized upon the transfer of the Shares acquired through the exercise of Options will neither be taxed as professional income, as long as the Shares are part of the private estate of the Beneficiaries.

11.1.2

Taxable benefit

The benefit, valued at a certain percentage (see below) of the fair market value of the Company’s shares at the time of the Offer, is part of the earned income of the Beneficiary and will be taxed at the applicable progressive rate of income tax (to be increased with the “municipal surcharges”, usually varying between five percent (5%) and eight percent (8%) of the federal income tax due).

Fair Market Value of the Shares

The value of the Shares to be taken into account for the computation of the taxable benefit is the fair market value at the time of the Offer. The Company shall provide an estimate of this value in the Offer Letter, without any formal guarantee in that respect. If the Exercise Price of the Option is below said value, at the time of the Offer, the difference comes on top of the taxable benefit as described here below.

Applicable Percentage

As a general rule, the applicable percentage is set at eighteen percent (18%) of the fair market value of the Shares, to be increased by one percent (1%) per year or part of year in the course of which the Option remains exercisable after five (5) years as of the day the Offer is made.

Under certain conditions, the percentage referred to above is reduced to nine (9%), to be increased by 0.5% per year or part of year in the course of which the Option remains exercisable above a period of five (5) years starting the day the Offer is made.

In order to benefit from this reduced rate, the following conditions must be satisfied:

The Exercise Price of the Options must be clearly determined at the time that the Offer is made.

The Option cannot be exercised either before the expiry of the third (3^rd) calendar year following the year in the course of which the Offer is made, or after the expiry of the tenth (10^th) year following the year in the course of which the Offer is made.

The Options cannot be assigned inter vivo.

The risk of decrease in the value of the Shares, subject-matter of the Option, cannot be insured whether directly or indirectly either by the grantor of the Option, nor by any related person.

The Option shall relate to Shares of the Company for the benefit of which the professional activity is exercised or shares of another company which directly or indirectly holds shares in the Company.

If the Employee Stock Option Plan does not satisfy the second and/or third condition, discussed above, the Stock Option Act nevertheless authorizes the Beneficiary to undertake to satisfy these conditions so as to be entitled to benefit from the reduced tax rate.

In the case at hand, the Options are granted for a period of ten (10) years as of their issuance date, regardless the date of their Grant. The applicable percentage shall in principle be 11.5 percent (11.5%) because the Options cannot be exercised before the end of the third (3^rd) year following the year of the Offer.

11.2

Applicable taxation on Shares

11.2.1

Income tax

Taxation on Dividends

Upon distribution of dividends to the Beneficiaries, the Company must in principle withhold thirty percent (30%) of the gross amount of the dividends.

Subject to the satisfaction of certain conditions, the withholding tax rate can be reduced to twenty percent (20%) or fifteen percent (15%) provided that, inter alia, the dividends are taken from the profit distribution of the second financial year or subsequent financial years after the financial year of the contribution.

If the Shares are part of the private estate of the Beneficiaries and the Belgian withholding tax on dividends has been withheld, the Beneficiaries do not have to include such dividends in their annual tax statement, but can if they so wish. If no Belgian withholding tax on dividends has been withheld, such dividends should in principle be included in the annual tax statement. Only the Beneficiaries who are subject to an aggregate tax rate equal to or less than thirty percent (30%) or the reduced withholding tax rate, if applicable, of their net income may benefit from including dividends on which Belgian withholding tax has been withheld in their annual tax statement. In such case, the dividends are subject to progressive income tax scales and the Belgian withholding tax can in principle (subject to specific conditions) be taken into account when calculating the amount of income tax due. As the case may be, the surplus will be reimbursed.

Taxes on gains

In principle, considering that the Shares are part of the private estate of the Beneficiaries, individuals having their tax residence in Belgium need not pay Belgian income taxes on gains from the sale, exchange, purchase or other transfers of shares, except if they are the result of speculation or abnormal management of a private estate.

11.2.2

Tax on stock exchange operations

The Belgian tax on stock exchange operations is due on certain transactions agreed or performed in Belgium by a professional intermediary on public funds (i.e. securities tradable on a stock exchange).

Any sale or purchase of shares realized on a secondary market is subject to the tax on stock exchange operations at a rate of 0.35% of the sale or purchase price of the shares (with a maximum amount of EUR 1,600 per party and per transaction). This tax is due on each sale or purchase severally.

11.2.3

Special tax regime for foreign executives

In the event that the Beneficiary enjoys the special tax regime for foreign executives, this regime also applies to the benefit in kind arising from the Options. The taxable benefit resulting from the Grant of Options is reduced in accordance with the percentage of the travel exclusion.

12.

EXPENSES

12.1

The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2

The Beneficiaries

Unless otherwise provided for in the Regulations, as modified from time to time, all costs in relation to the exercise of the Options, the sale of the Shares acquired by exercising the Options, the transfer of Options and/or Shares in case of death will be borne by the Beneficiary.

13.

ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

The Board of Directors may modify the Regulations in accordance with the Beneficiaries’ rights, without any prejudice to the rights attached to the Options granted to the Beneficiaries. Any modification will be enforceable against them five (5) calendar days after notification in writing to the Beneficiaries.

The Board of Directors has the power to take any decision useful or necessary to implement the Regulations in accordance with the applicable legislation. Any decision with legal impact will be notified in writing to the Beneficiaries concerned.

14.

INFORMATION TO THE BENEFICIARIES

The Offer does not constitute an incentive nor a recommendation by the Company to subscribe to Options, nor to exercise them at a later point in time. Therefore, the Beneficiaries are recommended to inform themselves and, as the case may be, to ask assistance in taking decisions that might have a significant impact on their estate.

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the Employee Stock Option Plan.

15.

NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this Employee Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this Employee Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.

NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the warrant register of the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.

APPLICABLE LAW AND JURISDICTION

17.1

Applicable law

The Regulations, the Employee Stock Option Plan and the Options are subject to Belgian law.

17.2

Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the Employee Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

EXHIBIT 1 – Offer Letter

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

The board of directors of AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option.

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

For your information, please note that the value of the Shares which shall be taken into account to determine the amount of taxable income, in particular in order to determine the wage withholding tax to be withheld by the Company, equals EUR [·] (rounded) per Share to which the Option gives rise, it being EUR [·] per Option under the circumstances described under clause 11.1.2 of the Regulations, to the extent said hypothesis shall apply.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the board of directors of AGOMAB THERAPEUTICS NV. Please note that failure to sign, to send the Answer Form or to send it late will result in the Options deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV


[·]

		Read and approved

		[·]

EXHIBIT 2 – Stock Option Agreement

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :

AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Pieter Van Reysshootlaan 2/104, 9051 Sint-Denijs-Westrem (Ghent), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

duly represented for the purposes of this agreement by [·];

hereafter the Company,

AND:

[·],

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a Employee Stock Option Plan, the Employee Stock Option Plan – AGOMAB THERAPEUTICS NV, in favor of the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary [, in accordance with the conditions set out in the Regulations and the provisions of the law of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (the Stock Option Act)].

The Beneficiary hereby declares to accept these conditions.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the Employee Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Exercise Price is EUR [·] per Option. The Beneficiary will notify his/her acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

The Options will not vest during the first twelve (12) months as of the date of the Grant.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

The Beneficiary hereby acknowledges and accepts that the transferability of the Shares could be later limited pursuant to a change in the Company’s articles of association, after a resolution of the general shareholders’ meeting of the Company.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The Beneficiary hereby acknowledges and accepts that by signing this Agreement and by not expressly rejecting the Options (in part or in full) within the period of sixty (60) days following the Offer, he/she can be liable for taxes on the value of these Options.

Done on  in  in duplicate, each party acknowledges having received its own original copy.

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned Employee Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her decision in respect of the Grant dated DATE). He/She declares:

to accept all the Options offered.

to accept out of the Options offered.

to refuse all the Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that:

the acceptance of the Offer of Options constitutes a taxable benefit and that he/she will be liable for paying taxes on the Options; and

the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done at on

Signature

Important:

1) This document must be returned to [·] before [·], duly completed and signed.

2) Failure to sign or send this document in time will result in the Options deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of (DATE):

(NUMBER) Options, attributed on (DATE) at the Exercise Price of (AMOUNT) EUR = (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [·] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number (NUMBER)

Done at on

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.2

FREE TRANSLATION

This document is drafted originally in Dutch. In the event of any discrepancies between the Dutch and English version of this document, the Dutch version shall prevail.

11 September  2019

EMPLOYEE STOCK OPTION PLAN

Regarding the grant of maximum seven thousand two hundred and thirty-seven (7,237) Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 11 September  2019

TABLE OF CONTENTS

FOREWORD		4

1.	DEFINITIONS	5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS	8

3.	BENEFICIARIES	8

4.	NUMBER OF OPTIONS	8

5.	OPTIONS	8

5.1	Number of Options Per Beneficiary	8
5.2	Nature of the Options	9
5.3	Option Price	9
5.4	Term of Options	9
5.5	Non-transferability and Security	9

OFFER OF OPTIONS

6.1	Offer Date	10
6.2	Acceptance or Refusal of the Offer	10
6.3	Acceptance of the Regulations	10

EXERCISE OF THE OPTIONS

7.1	Exercise Conditions	11
7.2	Exercise Price	11
7.3	Consequences of the Exercise	11
7.4	Vesting of Options and Exercise Periods	11
7.5	Number of Shares Per Option	12
7.6	Cancellation of the Right to Exercise the Options	12

7.6.1	Type C Leaver	12
7.6.2	Type B Leaver	12
7.6.3	Type A Leaver	13
7.6.4	Termination	13

7.7	Exercise Conditions	13
7.8	Payment Conditions	14
7.9	Liquidity Event or Ipo	14

8.	DEATH OF THE BENEFICIARY	14

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS	15

9.1	Nature of the Shares	15
9.2	Rights Attached to the Shares	15
9.3	Transferability of the Shares	15

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1	Operation	15
10.2	Adaptation	15
10.3	Notice	16

11.

TAXATION AND BELGIAN SOCIAL SECURITY

11.1

Taxation Rules Applicable to the Grant of Options

	11.1.1	Moment of taxation	17
	11.1.2	Taxable benefit	17

11.2

Applicable Taxation On Shares

11.2.1	Income tax	19
11.2.2	Tax on stock exchange operations	19
11.2.3	Special tax regime for foreign executives	19

12.

EXPENSES

	12.1	The Company	20
	12.2	The Beneficiaries	20

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS	20

14.	INFORMATION TO THE BENEFICIARIES	20

15.	NULLITY OF A PROVISION	21

16.	NOTICES	21

17.	APPLICABLE LAW AND JURISDICTION	21

	17.1	Applicable Law	21
	17.2	Jurisdiction	21

FOREWORD

The Employee Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 11 September  2019 in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company, Options allowing them to subscribe to Shares of the Company.

The Board of Directors sets the maximum number of Options to be granted under the Employee Stock Option Plan at seven thousand two hundred and thirty-seven (7,237) Options.

As far as certain categories of Beneficiaries are concerned, the Employee Stock Option Plan is issued in accordance with the relevant provisions of the Belgian law, dated 26 March  1999, (especially subpart VII thereof) regulating the shares with discount and stock options (article 41 through 47).

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.             DEFINITIONS

Affiliate

has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 11 of the Belgian Company Code.

Answer Form

the form attached in Exhibit 3.

Beneficiary	:	a key managers, employees, directors and/or outside consultants and advisors of the Company (it being understood that if such key managers, employees, directors and/or outside consultants and advisors would be a management company, the Options shall, at the election of the management company concerned, be granted either to the management company or directly to the manager of such management company) to which at least one (1)  Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Employee Stock Option Plan	:	the Employee Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit  4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the Employee Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the Employee Stock Option Plan.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i)  a payment of dividends, capital reduction, or share buy-back, (ii)  a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii)  a sale of all or substantially all of the assets (including intellectual property rights) of the Company, (iv)  any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v)  any other event in which the control of the Company is transferred or (vi)  any other event with substantially the same economic effect as the events set out in (i)  to (v)  above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the Employee Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a warrant (“warrant” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the Employee Stock Option Plan, during the Exercise Periods, to a number of Shares determined by the Employee Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the Employee Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or warrants), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or warrants attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Stock Option Act	:	the law of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (as amended).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Subscription and Shareholders Agreement	:	the subscription and shareholders agreement regarding the Company that has been entered into by and between the Company, the Key Founder, the Existing Shareholders and the Investors (each as defined therein) on 4 March 2019 (as amended and supplemented from time to time, as the case may be).

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol”), as far as related to the Company and as described in detail in the written termination notice from the Company to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given notice at least six (6) months before the intended leaving, after starting to providing services to the Company under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

2.             GENERAL MECHANISM OF THE OFFER OF OPTIONS

The Employee Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.             BENEFICIARIES

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company and can, therefore, not be regarded as acquired rights.

4.             NUMBER OF OPTIONS

A maximum number of seven thousand two hundred and thirty-seven (7,237) Options may be granted to the Beneficiaries, within the framework of the Employee Stock Option Plan governed by the present Regulations.

5.             OPTIONS

5.1          Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4          Term of Options

The Options are valid for ten (10)  years as of the date of their issuance, regardless the day they were granted to the Beneficiaries.

Any Option, which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5           Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

6.             OFFER OF OPTIONS

6.1           Offer Date

The Company will address each Beneficiary a customized Offer Letter for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2           Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

An Answer Form  is addressed to each Beneficiary with the Offer Letter, by means of which the Beneficiary notifies his/her decision with respect to the Offer: acceptance (in full or in part) or refusal.

The Answer Form  is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form  (being sixty (60) days after the date of the Offer) to the registered seat of the Company.

In case of absence of signature, or if the Answer Form  is not returned or is returned late, the Offer will be considered as fully refused.

6.3           Acceptance of the Regulations

The acceptance of the Offer by the Beneficiary results in (i)  the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary, and (ii)  the adherence by the Beneficiary to the Subscription and Shareholders’ Agreement in his/her capacity as a holder of Warrants (as defined in the Subscription and Shareholders’ Agreement).

7.             EXERCISE OF THE OPTIONS

7.1           Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2           Exercise Price

7.3           Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4           Vesting of Options and Exercise Periods

At least 75% of the Options will be offered with the following vesting schedule:

	·	The Options will not vest during the first twelve (12) months as of the date of the Offer.

	·	Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised as of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

	-	15 June  to 30 June; and

15 October  to 31 October.

All non-exercised Options coming to their expiration date, i.e., after ten (10)  years as of their issuance, become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with Clause 5.4.

The Stock Option Agreement can deviate from these rules.

7.5           Number of Shares per Option

One (1)  Option gives right to one (1)  Share.

7.6           Cancellation of the right to exercise the Options

7.6.1         Type C Leaver

7.6.2         Type B Leaver

7.6.3         Type A Leaver

7.6.4         Termination

When a Beneficiary (or its management company, as the case may be), who is a Type B or Type C Leaver, ceases to be employed by or providing services to the Company, then such Beneficiary may be obliged, at the discretion of the Board of Directors, to transfer but not sell, (i)  all Shares held by such Type B or Type C Leaver and (ii)  all Shares issued to the Type B or Type C Leaver pursuant to the exercise of his/her Options, within one month of, respectively, the leaving event, or the issuance of Shares pursuant to the exercise of Options, to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be) and to be controlled by the Company, and the Type B or Type C Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure, but all other rights (including voting rights) with respect to the Shares will vest in this holding structure/entity.

7.7           Exercise Conditions

The Exercise Form  must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8           Payment conditions

7.9           Liquidity Event or IPO

The tax consequences of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

The holders of Options undertake to sell the Shares, acquired as a result of the exercise of the Options pursuant to a Liquidity Event, to the purchaser who purchases pursuant to the Liquidity Event, at the same price and under the same conditions as which are applicable to the Liquidity Event. The Option holders will sell their Shares free and clear of any encumbrances within five (5)  business days after having been requested to do so by the Company. They will be paid upon the effective transfer of their Shares.

8.             DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules  apply to the successors as to the Beneficiaries.

The succession (inheritance) rules  will be observed. Nevertheless, in case of multiple legal successors or in case of split reversionary ownership / life tenancy (usufruct), a single representative will be elected by the successors for the purpose of exercising the Options.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.             NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1           Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2           Rights attached to the Shares

9.3          Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.           AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

10.2         Adaptation

10.3         Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.           TAXATION AND BELGIAN SOCIAL SECURITY

11.1        Taxation rules  applicable to the Grant of Options

The Options are governed by the following rules:

11.1.1       Moment of taxation

From a tax point of view, the Stock Option Act regards the Options as granted on the sixtieth (60th) calendar day following the date of the Offer, provided that the Beneficiary has given written notice of his/her will to accept the Offer before expiration of said period. The acceptance of the Offer must be notified to the offering entity before expiration of the above mentioned sixty (60) day period. Consequently, from a tax point of view, the Options are regarded as being refused if the Offer has not been accepted within the prescribed period in writing as required by the Stock Option Act.

11.1.2       Taxable benefit

Fair Market Value of the Shares

Applicable Percentage

In order to benefit from this reduced rate, the following conditions must be satisfied:

The Exercise Price of the Options must be clearly determined at the time that the Offer is made.

The Options cannot be assigned inter vivo.

The risk of decrease in the value of the Shares, subject-matter of the Option, cannot be insured whether directly or indirectly either by the grantor of the Option, nor by any related person.

The Option shall relate to Shares of the Company for the benefit of which the professional activity is exercised or shares of another company which directly or indirectly holds shares in the Company.

In the case at hand, the Options are granted for a period of ten (10)  years as of their issuance date, regardless the date of their Grant. The applicable percentage shall in principle be eleven and a half percent (11.5%) because the Options cannot be exercised before the end of the third (3^rd) year following the year of the Offer.

11.2         Applicable taxation on Shares

11.2.1       Income tax

Taxation on Dividends

Upon distribution of dividends to the Beneficiaries, the Company must in principle withhold thirty percent (30%) of the gross amount of the dividends.

Taxes on gains

11.2.2       Tax on stock exchange operations

11.2.3       Special tax regime for foreign executives

12.           EXPENSES

12.1         The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

The Board of Directors may modify the Regulations in accordance with the Beneficiaries’ rights, without any prejudice to the rights attached to the Options granted to the Beneficiaries. Any modification will be enforceable against them five (5)  calendar days after notification in writing to the Beneficiaries.

14.           INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the Employee Stock Option Plan.

15.           NULLITY OF A PROVISION

16.           NOTICES

Address modifications must be notified in accordance with this provision.

17.           APPLICABLE LAW AND JURISDICTION

17.1         Applicable law

The Regulations, the Employee Stock Option Plan and the Options are subject to Belgian law.

17.2         Jurisdiction

EXHIBIT  1 - Offer Letter

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

The board of directors of AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option.

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form  and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the board of directors of AGOMAB THERAPEUTICS NV. Please note that failure to sign, to send the Answer Form  or to send it late will result in the Options deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV


[·]
	Read and approved

	[·]

EXHIBIT  2 - Stock Option Agreement

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN:	AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

	duly represented for the purposes of this agreement by [·];

	hereafter the Company,

AND:	[·],

	hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a Employee Stock Option Plan, the Employee Stock Option Plan —AGOMAB THERAPEUTICS NV, in favor of the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary [, in accordance with the conditions set out in the Regulations and the provisions of the law of 26 March  1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (the Stock Option Act)].

The Beneficiary hereby declares to accept these conditions.

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Exercise Price is EUR [·] per Option. The Beneficiary will notify his/her acceptance or partial acceptance or refusal of the Options by means of the Answer Form  by [date] at the latest.

	3.	The Options will not vest during the first twelve (12) months as of the date of the Grant.

		Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June  to 30 June; and

15 October  to 31 October.

All non-exercised Options coming to their expiration date, i.e., after ten (10)  years as of their issuance, become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with clause 5.4 of the Regulations.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

Done on  in in duplicate, each party acknowledges having received its own original copy.

The Company		The Beneficiary

EXHIBIT  3 - Answer Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned  (NAME)

domiciled / having its registered office at  (FULL ADDRESS)

The undersigned hereby notifies his/her decision in respect of the Grant dated  (DATE). He/She declares:

to accept all the  Options offered.

to accept out of the Options offered.

to refuse all the Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that:

the acceptance of the Offer of Options constitutes a taxable benefit and that he/she will be liable for paying taxes on the Options; and

the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done at on

Signature

Important:	1) This document must be returned to [·] before [·], duly completed and signed.

	2) Failure to sign or send this document in time will result in the Options deemed to have been fully refused.

EXHIBIT  4 - Exercise Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned   (NAME)

domiciled / having its registered office at  (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of  (DATE):

(NUMBER) Options, attributed on  (DATE) at the Exercise Price of  (AMOUNT) EUR =  (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [·] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number  (NUMBER)

Done at on

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.3

FREE TRANSLATION

This document is drafted originally in Dutch. In the event of any discrepancies between the Dutch and English version of this document, the Dutch version shall prevail.

25 March 2020

EMPLOYEE STOCK OPTION PLAN

Regarding the grant of maximum five thousand five hundred and forty-three (5,543) Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 25 March 2020

TABLE OF CONTENTS

FOREWORD				4

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			8

	5.1	Number of Options per Beneficiary		8
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or refusal of the Offer		10
	6.3	Acceptance of the Regulations		10

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise conditions		11
	7.2	Exercise price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares per Option		12
	7.6	Cancellation of the right to exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	12
		7.6.3	Type A Leaver	13
		7.6.4	Termination	13
	7.7	Exercise Conditions		13
	7.8	Payment Conditions		14
	7.9	Liquidity event or IPO		14

8.	DEATH OF THE BENEFICIARY			14

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS			15

	10.1	Operation		15
	10.2	Adaptation		15
	10.3	Notice		16

11.	TAXATION AND BELGIAN SOCIAL SECURITY			16

	11.1	Taxation rules applicable to the Grant of Options		17
		11.1.1	Moment of taxation	17
		11.1.2	Taxable benefit	17
	11.2	Applicable taxation on Shares		19
		11.2.1	Income tax	19
		11.2.2	Tax on stock exchange operations	19
		11.2.3	Special tax regime for foreign executives	19

12.	EXPENSES			20

	12.1	The Company		20
	12.2	The Beneficiaries		20

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS			20

14.	INFORMATION TO THE BENEFICIARIES			20

15.	NULLITY OF A PROVISION			21

16.	NOTICES			21

17.	APPLICABLE LAW AND JURISDICTION			21

	17.1	Applicable law		21
	17.2	Jurisdiction		21

FOREWORD

The Employee Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 25 March 2020 in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company, Options allowing them to subscribe to Shares of the Company.

The Board of Directors sets the maximum number of Options to be granted under the Employee Stock Option Plan at five thousand five hundred and forty-three (5,543) Options.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.	DEFINITIONS

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Companies and Associations Code.

Answer Form	:	the form attached in Exhibit 3.

Beneficiary	:	a key managers, employees, directors and/or outside consultants and advisors of the Company (it being understood that if such key managers, employees, directors and/or outside consultants and advisors would be a management company, the Options shall, at the election of the management company concerned, be granted either to the management company or directly to the manager of such management company) to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Employee Stock Option Plan	:	the Employee Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the Employee Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the Employee Stock Option Plan.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) a sale of all or substantially all of the assets (including intellectual property rights) of the Company, (iv) any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) any other event in which the control of the Company is transferred or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the Employee Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription rights (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the Employee Stock Option Plan, during the Exercise Periods, to a number of Shares determined by the Employee Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the Employee Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Stock Option Act	:	the law of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (as amended).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Subscription and Shareholders Agreement	:	the subscription and shareholders agreement regarding the Company that has been entered into by and between the Company, the Key Founder, the Existing Shareholders and the Investors (each as defined therein) on 4 March 2019 (as amended and supplemented from time to time, as the case may be).

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol”), as far as related to the Company and as described in detail in the written termination notice from the Company to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given notice at least six (6) months before the intended leaving, after starting to providing services to the Company under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

GENERAL MECHANISM OF THE OFFER OF OPTIONS

The Employee Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

BENEFICIARIES

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company and can, therefore, not be regarded as acquired rights.

NUMBER OF OPTIONS

A maximum number of five thousand five hundred and forty-three (5,543) Options may be granted to the Beneficiaries, within the framework of the Employee Stock Option Plan governed by the present Regulations.

OPTIONS

5.1

Number of Options per Beneficiary

5.2

Nature of the Options

5.3

Option Price

The Options are granted for free to the Beneficiaries.

5.4

Term of Options

The Options are valid for ten (10) years as of the date of their issuance, regardless the day they were granted to the Beneficiaries.

Any Option, which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5

Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

OFFER OF OPTIONS

6.1

Offer Date

The Company will address each Beneficiary a customized Offer Letter for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2

Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

6.3

Acceptance of the Regulations

The acceptance of the Offer by the Beneficiary results in (i) the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary, and (ii) the adherence by the Beneficiary to the Subscription and Shareholders’ Agreement in his/her capacity as a holder of Subscription Rights (as defined in the Subscription and Shareholders’ Agreement).

EXERCISE OF THE OPTIONS

7.1

Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2

Exercise Price

7.3

Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4

Vesting of Options and Exercise Periods

At least 75% of the Options will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised as of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5

Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6

Cancellation of the right to exercise the Options

7.6.1

Type C Leaver

7.6.2

Type B Leaver

7.6.3

Type A Leaver

7.6.4

Termination

When a Beneficiary (or its management company, as the case may be), who is a Type B or Type C Leaver, ceases to be employed by or providing services to the Company, then such Beneficiary may be obliged, at the discretion of the Board of Directors, to transfer but not sell, (i) all Shares held by such Type B or Type C Leaver and (ii) all Shares issued to the Type B or Type C Leaver pursuant to the exercise of his/her Options, within one month of, respectively, the leaving event, or the issuance of Shares pursuant to the exercise of Options, to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be) and to be controlled by the Company, and the Type B or Type C Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure, but all other rights (including voting rights) with respect to the Shares will vest in this holding structure/entity.

7.7

Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8

Payment conditions

7.9

Liquidity Event or IPO

The tax consequences of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1

Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2

Rights attached to the Shares

9.3

Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1

Operation

The Company remains entitled to proceed to any operation resulting in changes in the amount or composition of the corporate capital or in the number and quality of the shares representing the capital, such as regrouping or splitting of the shares, the issuance of subscription rights or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the (partial) demerger or the distribution of dividends in shares without the prior consent of the Beneficiaries, if necessary.

10.2

Adaptation

10.3

Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.

TAXATION AND BELGIAN SOCIAL SECURITY

11.1

Taxation rules applicable to the Grant of Options

The Options are governed by the following rules:

11.1.1

Moment of taxation

11.1.2

Taxable benefit

Fair Market Value of the Shares

Applicable Percentage

In order to benefit from this reduced rate, the following conditions must be satisfied:

The Exercise Price of the Options must be clearly determined at the time that the Offer is made.

The Options cannot be assigned inter vivo.

The risk of decrease in the value of the Shares, subject-matter of the Option, cannot be insured whether directly or indirectly either by the grantor of the Option, nor by any related person.

The Option shall relate to Shares of the Company for the benefit of which the professional activity is exercised or shares of another company which directly or indirectly holds shares in the Company.

In the case at hand, the Options are granted for a period of ten (10) years as of their issuance date, regardless the date of their Grant. The applicable percentage shall in principle be eleven and a half percent (11.5%) because the Options cannot be exercised before the end of the third (3^rd) year following the year of the Offer.

11.2

Applicable taxation on Shares

11.2.1

Income tax

Taxation on Dividends

Upon distribution of dividends to the Beneficiaries, the Company must in principle withhold thirty percent (30%) of the gross amount of the dividends.

Taxes on gains

11.2.2

Tax on stock exchange operations

11.2.3

Special tax regime for foreign executives

12.

EXPENSES

12.1

The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2

The Beneficiaries

13.

ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

14.

INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the Employee Stock Option Plan.

15.

NULLITY OF A PROVISION

16.

NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.

APPLICABLE LAW AND JURISDICTION

17.1

Applicable law

The Regulations, the Employee Stock Option Plan and the Options are subject to Belgian law.

17.2

Jurisdiction

EXHIBIT 1 – Offer Letter

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

The board of directors of AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option.

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

Yours sincerely,

AGOMAB THERAPEUTICS NV


[·]
		Read and approved

		[·]

EXHIBIT 2 – Stock Option Agreement

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN:		AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

		duly represented for the purposes of this agreement by [·];

		hereafter the Company,

AND:		[·],

		hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created an Employee Stock Option Plan, the Employee Stock Option Plan – AGOMAB THERAPEUTICS NV, in favor of the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Beneficiary hereby declares to accept these conditions.

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Options will not vest during the first twelve (12) months as of the date of the Grant.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

Done on in in duplicate, each party acknowledges having received its own original copy.

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

The undersigned hereby notifies his/her decision in respect of the Grant dated (DATE). He/She declares:

–	to accept all the Options offered.

–	to accept out of the Options offered.

–	to refuse all the Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that:

–	the acceptance of the Offer of Options constitutes a taxable benefit and that he/she will be liable for paying taxes on the Options; and

–	the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done at on

Signature

Important:

1) This document must be returned to [·] before [·], duly completed and signed.

2) Failure to sign or send this document in time will result in the Options deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of (DATE):

(NUMBER) Options, attributed on (DATE) at the Exercise Price of (AMOUNT) EUR = (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [·] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number (NUMBER)

Done at on



Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.4

FREE TRANSLATION

This document is drafted originally in Dutch. In the event of any discrepancies between the Dutch and English version of this document, the Dutch version shall prevail.

28 October 2020

EMPLOYEE STOCK OPTION PLAN

– OCTOBER 2020

Regarding the grant of maximum eleven thousand eighty-two (11,082) Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 28 October 2020

TABLE OF CONTENTS

FOREWORD				4

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			8

	5.1	Number of Options Per Beneficiary		8
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and Security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or Refusal of the Offer		10
	6.3	Acceptance of the Regulations		10

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise Conditions		11
	7.2	Exercise Price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares Per Option		12
	7.6	Cancellation of the Right to Exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	12
		7.6.3	Type A Leaver	13
		7.6.4	Termination	13
	7.7	Exercise Conditions		13
	7.8	Payment Conditions		14
	7.9	Liquidity Event or Ipo		14

8.	DEATH OF THE BENEFICIARY			14

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights Attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS			15

	10.1	Operation		15
	10.2	Adaptation		15
	10.3	Notice		16

11.	TAXATION AND BELGIAN SOCIAL SECURITY			16

	11.1	Taxation Rules Applicable to the Grant of Options		17
		11.1.1	Moment of taxation	17
		11.1.2	Taxable benefit	17
	11.2	Applicable Taxation On Shares		19
		11.2.1	Income tax	19
		11.2.2	Tax on stock exchange operations	19
		11.2.3	Special tax regime for foreign executives	19

12.	EXPENSES			20

	12.1	The Company		20
	12.2	The Beneficiaries		20

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS			20

14.	INFORMATION TO THE BENEFICIARIES			20

15.	NULLITY OF A PROVISION			21

16.	NOTICES			21

17.	APPLICABLE LAW AND JURISDICTION			21

	17.1	Applicable Law		21
	17.2	Jurisdiction		21

FOREWORD

The Employee Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 28 October 2020 in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company, Options allowing them to subscribe to Shares of the Company.

The Board of Directors sets the maximum number of Options to be granted under the Employee Stock Option Plan at eleven thousand eighty-two (11.082) Options.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.                  DEFINITIONS

Affiliate

has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Companies and Associations Code.

Answer Form

the form attached in Exhibit 3.

Beneficiary	:	a key managers, employees, directors and/or outside consultants and advisors of the Company (it being understood that if such key managers, employees, directors and/or outside consultants and advisors would be a management company, the Options shall, at the election of the management company concerned, be granted either to the management company or directly to the manager of such management company) to which at least one (1)  Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Employee Stock Option Plan	:	the Employee Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit  4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the Employee Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the Employee Stock Option Plan.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) a sale of all or substantially all of the assets (including intellectual property rights) of the Company, (iv) any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) any other event in which the control of the Company is transferred or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the Employee Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription rights (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the Employee Stock Option Plan, during the Exercise Periods, to a number of Shares determined by the Employee Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the Employee Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Stock Option Act	:	the law of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions (as amended).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Subscription and Shareholders Agreement	:	the subscription and shareholders agreement regarding the Company that has been entered into by and between the Company, the Key Founder, the Existing Shareholders and the Investors (each as defined therein) on 4 March 2019 (as amended and supplemented from time to time, as the case may be).

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol”), as far as related to the Company and as described in detail in the written termination notice from the Company to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given notice at least six (6) months before the intended leaving, after starting to providing services to the Company under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

GENERAL MECHANISM OF THE OFFER OF OPTIONS

The Employee Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

BENEFICIARIES

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company and can, therefore, not be regarded as acquired rights.

NUMBER OF OPTIONS

A maximum number of eleven thousand eighty-two (11.082) Options may be granted to the Beneficiaries, within the framework of the Employee Stock Option Plan governed by the present Regulations.

OPTIONS

5.1

Number of Options per Beneficiary

5.2

Nature of the Options

5.3

Option Price

The Options are granted for free to the Beneficiaries.

5.4

Term of Options

The Options are valid for ten (10) years as of the date of their issuance, regardless the day they were granted to the Beneficiaries.

Any Option, which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5

Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

OFFER OF OPTIONS

6.1

Offer Date

The Company will address each Beneficiary a customized Offer Letter for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2

Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

6.3

Acceptance of the Regulations

The acceptance of the Offer by the Beneficiary results in (i) the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary, and (ii) the adherence by the Beneficiary to the Subscription and Shareholders’ Agreement in his/her capacity as a holder of Subscription Rights (as defined in the Subscription and Shareholders’ Agreement).

EXERCISE OF THE OPTIONS

7.1

Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2

Exercise Price

7.3

Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4

Vesting of Options and Exercise Periods

At least 75% of the Options will be offered with the following vesting schedule:

· The Options will not vest during the first twelve (12) months as of the date of the Offer.

· Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised as of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

	-	15 June to 30 June; and

	-	15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5

Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6

Cancellation of the right to exercise the Options

7.6.1 Type C Leaver

7.6.2 Type B Leaver

7.6.3 Type A Leaver

7.6.4 Termination

When a Beneficiary (or its management company, as the case may be), who is a Type B or Type C Leaver, ceases to be employed by or providing services to the Company, then such Beneficiary may be obliged, at the discretion of the Board of Directors, to transfer but not sell, (i) all Shares held by such Type B or Type C Leaver and (ii) all Shares issued to the Type B or Type C Leaver pursuant to the exercise of his/her Options, within one month of, respectively, the leaving event, or the issuance of Shares pursuant to the exercise of Options, to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated at that time and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be) and to be controlled by the Company, and the Type B or Type C Leaver will be entitled to receive the proceeds from those Shares held in escrow by said holding structure, but all other rights (including voting rights) with respect to the Shares will vest in this holding structure/entity.

7.7

Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8

Payment conditions

7.9

Liquidity Event or IPO

Notwithstanding any of the other provisions of these Regulations, the (exercisable and non-exercisable) Options will, in case of a Liquidity Event or an IPO, be exercisable immediately prior to the sale, lease, transfer, license or other disposition of all or substantially all shares or assets of the Company, respectively immediately prior to the admission of all or part of the shares in the Company to an official listing of a stock exchange.

The tax consequences of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1

Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2

Rights attached to the Shares

9.3

Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1

Operation

The Company remains entitled to proceed to any operation resulting in changes in the amount or composition of the corporate capital or in the number and quality of the shares representing the capital, such as regrouping or splitting of the shares, the issuance of subscription rights or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the (partial) demerger or the distribution of dividends in shares without the prior consent of the Beneficiaries, if necessary.

10.2

Adaptation

10.3

Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.

TAXATION AND BELGIAN SOCIAL SECURITY

11.1

Taxation rules applicable to the Grant of Options

The Options are governed by the following rules:

11.1.1

Moment of taxation

11.1.2

Taxable benefit

Fair Market Value of the Shares

Applicable Percentage

In order to benefit from this reduced rate, the following conditions must be satisfied:

The Exercise Price of the Options must be clearly determined at the time that the Offer is made.

The Options cannot be assigned inter vivo.

The risk of decrease in the value of the Shares, subject-matter of the Option, cannot be insured whether directly or indirectly either by the grantor of the Option, nor by any related person.

The Option shall relate to Shares of the Company for the benefit of which the professional activity is exercised or shares of another company which directly or indirectly holds shares in the Company.

In the case at hand, the Options are granted for a period of ten (10) years as of their issuance date, regardless the date of their Grant. The applicable percentage shall in principle be eleven and a half percent (11.5%) because the Options cannot be exercised before the end of the third (3^rd) year following the year of the Offer.

11.2

Applicable taxation on Shares

11.2.1

Income tax

Taxation on Dividends

Upon distribution of dividends to the Beneficiaries, the Company must in principle withhold thirty percent (30%) of the gross amount of the dividends.

Taxes on gains

11.2.2

Tax on stock exchange operations

11.2.3

Special tax regime for foreign executives

12.

EXPENSES

12.1

The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2

The Beneficiaries

13.

ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

14.

INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the Employee Stock Option Plan.

15.

NULLITY OF A PROVISION

16.

NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company (cf. article 2:32 of the Belgian Companies and Associations Code). Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.

APPLICABLE LAW AND JURISDICTION

17.1

Applicable law

The Regulations, the Employee Stock Option Plan and the Options are subject to Belgian law.

17.2

Jurisdiction

EXHIBIT 1 – Offer Letter

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

The board of directors of AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option.

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

Yours sincerely,

AGOMAB THERAPEUTICS NV


[·]
		Read and approved
		[·]

EXHIBIT 2 – Stock Option Agreement

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :

AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

duly represented for the purposes of this agreement by [·]; hereafter the Company,

AND:

[·],

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created an Employee Stock Option Plan, the Employee Stock Option Plan —AGOMAB THERAPEUTICS NV, in favor of the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Beneficiary hereby declares to accept these conditions.

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Options will not vest during the first twelve (12) months as of the date of the Grant.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer: vesting of 25 % of the Options;

The vested Options may be exercised of the third (3^rd) anniversary following the calendar year in which the Options were offered.

The Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

Done on  in  in duplicate, each party acknowledges having received its own original copy.

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned (NAME)

domiciled / having its registered office at  (FULL ADDRESS)

The undersigned hereby notifies his/her decision in respect of the Grant dated (DATE). He/She declares:

to accept all the  Options offered.

to accept out of the   Options offered.

to refuse all the  Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that:

the acceptance of the Offer of Options constitutes a taxable benefit and that he/she will be liable for paying taxes on the Options; and

the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

[The undersigned hereby informs the Company of the following e-mail address at which the Company can communicate with him/her at any time:

Any communication made at this e-mail address shall be deemed valid. The Company may use this address until the communication by the undersigned of another e-mail address or of his/her wish not to communicate by e-mail anymore (cfr. article 2:32 of the Companies and Associations Code)].

Done at on

Signature

Important:

1) This document must be returned to [·] before [·], duly completed and signed.

2) Failure to sign or send this document in time will result in the Options deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

EMPLOYEE STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned   (NAME)

domiciled / having its registered office at  (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of   (DATE):

 (NUMBER) Options, attributed on  (DATE) at the Exercise Price of   (AMOUNT) EUR = (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [·] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number  (NUMBER)

Done at on

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.5

5 March 2021

GLOBAL STOCK OPTION PLAN

Regarding the grant of maximum seventy-one thousand eight hundred and eight (71,808) Options to

the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 5 March 2021

TABLE OF CONTENTS

FOREWORD				4

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			9

	5.1	Number of Options Per Beneficiary		9
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and Security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or Refusal of the Offer		10
	6.3	Acceptance of the Regulations		10

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise Conditions		11
	7.2	Exercise Price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares Per Option		12
	7.6	Cancellation of the Right to Exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	12
		7.6.3	Type A Leaver	13
		7.6.4	Holding	13
	7.7	Exercise Conditions		13
	7.8	Payment Conditions		14
	7.9	Liquidity Event or Ipo		14

8.	DEATH OF THE BENEFICIARY			14

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights Attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS		15

	10.1	Operation	15
	10.2	Adaptation	16
	10.3	Notice	16

11.	TAXES		16

12.	EXPENSES		17

	12.1	The Company	17
	12.2	The Beneficiaries	17

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS		17

14.	INFORMATION TO THE BENEFICIARIES		17

15.	NULLITY OF A PROVISION		18

16.	NOTICES		18

17.	APPLICABLE LAW AND JURISDICTION		18

	17.1	Applicable Law	18
	17.2	Jurisdiction	18

FOREWORD

The Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 5 March 2021 in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company, Options allowing them to subscribe to Shares of the Company.

The Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the Global Stock Option Plan at seventy-one thousand eight hundred and eight (71,808) Options.

The Global Stock Option Plan is set for an indefinite period of time. Nevertheless, the Board of Directors may at any time decide to terminate the Global Stock Option Plan or to replace it by another Global Stock Option Plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.            DEFINITIONS

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Companies and Associations Code.

Answer Form	:	the form attached in Exhibit 3.

Beneficiary	:	a key manager, employee, director and/or outside consultant and/or advisor of the Company (it being understood that if such key manager, employee, director and/or outside consultant and/or advisor would be a management company, the Options shall, at the election of the management company concerned, be granted either to the management company or directly to the manager of such management company) to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Controlling Interest	:	means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the Global Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the Global Stock Option Plan, as determined in the Stock Option Agreement.

Global Stock Option Plan	:	the Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public	:	means an initial public offering of Shares.
Offering or IPO

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) the disposal by the Company of all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of intellectual property not entered into in the ordinary course of business), (iv) any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) the sale of all or such number of the shares of the company that results in any person acquiring a Controlling Interest in the company or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the Global Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the Global Stock Option Plan, during the Exercise Periods, to a number of Shares determined by the Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht”/“droit preferentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Shareholders Agreement	:	the shareholders agreement regarding the Company that has been entered into by and between the Company, the Existing Shareholders and the Investors (each as defined therein) on 5 March 2021 (as amended and supplemented from time to time, as the case may be).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol”), as far as related to the Company and as described in detail in the written termination notice from the Company to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.


Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given notice at least six (6) months before the intended leaving, after starting to providing services to the Company under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver

2.            GENERAL MECHANISM OF THE OFFER OF OPTIONS

The Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.            BENEFICIARIES

The Global Stock Option Plan is open to the key managers, employees, directors and/or outside consultants and advisors of the Company. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors and/or outside consultants and advisors of the Company.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company and can, therefore, not be regarded as acquired rights.

4.            NUMBER OF OPTIONS

A maximum number of seventy-one thousand eight hundred and eight (71,808) Options may be granted to the Beneficiaries, within the framework of the Global Stock Option Plan governed by the present Regulations.

5.             OPTIONS

5.1           Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4           Term of Options

The Options are valid for ten (10) years as of the date of their issuance, regardless the day they were granted to the Beneficiaries.

Any Option, which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5           Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

6.             OFFER OF OPTIONS

6.1           Offer Date

The Company will address each Beneficiary a customized Offer Letter for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2           Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

The Answer Form is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form to the registered seat of the Company.

The Offer of Options shall, in any case, be considered totally refused if the Beneficiary has not accepted the Offer in writing within sixty (60) days following the date of the Offer, without the Beneficiary being able to invoke any compensation right.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Stock Option Agreement has to be handed over, duly completed and signed, simultaneously with the Answer Form, at the address mentioned on the Answer Form.

6.3           Acceptance of the Regulations

The acceptance of the Offer by the Beneficiary results in the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary.

7.             EXERCISE OF THE OPTIONS

7.1           Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2           Exercise Price

The Exercise Price of the Options shall be determined by the Board of Directors, and mentioned in the individual Stock Option Agreement between the Company and the Beneficiary.

7.3           Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4           Vesting of Options and Exercise Periods

At least 75% of the Options will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

as of the first twelve (12) months of the date of the Offer Letter: the remaining 75% of the Options will vest on a monthly basis over a period of thirty six (36) months (i.e. vesting of 2,083% (rounded) of the remaining Options per month).

Unless otherwise decided by the Board of Directors, the vested Options may be exercised as of the third (3^rd) anniversary following the calendar year in which the Options were offered.

Unless otherwise determined in these Regulations or the Stock Option Agreement, the Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

- 15 June to 30 June; and

- 15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5           Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6           Cancellation of the right to exercise the Options

7.6.1            Type C Leaver

7.6.2            Type B Leaver

7.6.3            Type A Leaver

7.6.4            Holding

A Beneficiary can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be), so that such person will keep the economic rights, if any, attached to such Options and/or Shares, but all other rights (including voting rights), if any, will vest in this structure / entity.

By acceptance of one or more Options, each Beneficiary grants a special proxy to the Company to transfer its Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to such holding structure and to execute all documents and other formalities necessary to give full force to this transfer.

Each Beneficiary hereby undertakes to grant the necessary cooperation in this respect, including but not limited to grant permission with respect to such transfer or to vote in favor with such transaction, to the extent applicable.

7.7           Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8           Payment conditions

7.9           Liquidity Event or IPO

Notwithstanding any of the other provisions of these Regulations, the (vested and non-vested) Options will, in case of a Liquidity Event or an IPO, be exercisable immediately prior to the sale, lease, transfer, license or other disposition of all or substantially all shares or assets of the Company, respectively immediately prior to the admission of all or part of the shares in the Company to an official listing of a stock exchange.

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

8.             DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.             NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1           Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2           Rights attached to the Shares

9.3           Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.           AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

The Company remains entitled to proceed to any operation resulting in changes in the amount or composition of the corporate capital or in the number and quality of the shares representing the capital, such as regrouping or splitting of the shares, the issuance of subscription rights or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the (partial) demerger or the distribution of dividends in shares without the prior consent of the Beneficiaries, if necessary.

The holder of Options shall not be entitled to exercise his/her Options in case of a capital increase in cash in the Company, in accordance with Article 7:71 of the Belgian Code on Companies and Associations.

10.2         Adaptation

10.3         Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.           TAXES

The Beneficiary shall be solely liable for and undertakes to pay any income or other taxes, social security contributions, penalties or interest due by the Beneficiary in connection with the grant, vesting or exercise of an Option, or the acquisition, holding or transfer of the Shares acquired upon exercise of the Options.

Pursuant to applicable laws, the grant of an Option can be considered as a benefit in kind and such benefit in kind can be taxable at the same time and in the same way as the other earned income and, as far as the members of the personnel and directors are concerned, is subject to the wage withholding tax. The wage withholding and income tax remains due even if the Options are not or cannot be exercised

Pursuant to applicable laws, the Company (including, for purposes of this paragraph, an Affiliate) may be required to collect income or other taxes, social security contributions, penalties or interest, upon the grant, vesting or exercise of an Option. The Company may require, as a condition to the grant or exercise of an Option, or at such other time as it may consider appropriate, that the Beneficiary pays the Company the amount of any taxes, social security contributions, penalties or interest which the Company may determine is required to be withheld or collected, and that the Beneficiary shall comply with the requirement or demand of the Company. In its discretion, the Company may withhold Shares to be received upon exercise of the Option if it deems this an appropriate method for withholding or collecting taxes, social security contributions, penalties or interest.

In general, since the principles described below are for mere information purposes only and are only given as a general outline, it is recommended to seek advice from a tax counsel. The Company shall not take any responsibility regarding the tax consequences of the grant or exercise of Options, which may vary in the future. Only the Beneficiaries are responsible for the declaration of the Options in their tax return. The Company invites, therefore, the Beneficiaries to seek advice and to take the necessary precautionary actions they will judge useful or necessary to verify, complete or update this information.

12.           EXPENSES

12.1         The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

14.           INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the Global Stock Option Plan.

15.          NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.          NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.          APPLICABLE LAW AND JURISDICTION

17.1        Applicable law

The Regulations, the Global Stock Option Plan and the Options are subject to Belgian law.

17.2        Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

EXHIBIT 1 – Offer Letter

GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option.

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV. Please note that failure to sign, to send the Answer Form or to send it late will result in the Options deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV


[·]

	Read and approved

	[·]

EXHIBIT 2 – Stock Option Agreement

GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :

AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

duly represented for the purposes of this agreement by [·];

hereafter the Company,

AND:

[·],

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a Global Stock Option Plan, “THE GLOBAL STOCK OPTION PLAN – AGOMAB THERAPEUTICS NV”, in favor of key managers, employees, directors and/or outside consultants and advisors of the Company.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary.

The Beneficiary hereby declares to accept these conditions.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the Global Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Beneficiary will notify his/her acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

Unless otherwise decided by the Board of Directors, the Exercise Price is EUR 0,01 per Option. With respect to the Beneficiaries which are Belgian tax residents, the Exercise Price shall be determined by the Board of Directors at the fair market value of the Shares of the Company at the time of the Offer.

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

[The vested Options may be exercised of the third (3^rd) anniversary following the calendar year in which the Options were offered.]

Unless otherwise determined in the Regulations, the Options which are exercisable according to the preceding paragraphs, can be exercised during the following periods of each year that they are exercisable:

15 June to 30 June; and

15 October to 31 October.

The Options are subject to the Type A Leaver, Type B Leaver and Type C Leaver provisions in accordance with the terms and conditions of the Regulations.

All non-exercised Options coming to their expiration date, i.e., after ten (10) years as of their issuance, become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with clause 5.4 of the Regulations.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The Beneficiary hereby acknowledges and accepts that he/she can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be).

The Beneficiary hereby undertakes to grant the necessary cooperation in this respect, including but not limited to grant permission with respect to such transfer or to vote in favor with such transaction, to the extent applicable.

10.

11.

The Beneficiary hereby acknowledges and accepts that (i) any convocation to a general meeting of shareholders of the Company addressed to the Beneficiary in accordance with the provisions of the Belgian Code on Companies and Associations, as well as (ii) any notice in connection with this Agreement, shall be validly given to the Beneficiary, in accordance with Article 2:32 of the Belgian Code on Companies and Associations, if sent by email to the following email address:

[E-mail address].

12.

[Insertion of specific clauses related to the (tax) treatment of the Options in connection with the country of which the Beneficiary is a tax resident.]

Done on                       in                              in duplicate, each party acknowledges having received its own original copy.

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned                                                                                                                          (NAME)

domiciled / having its registered office at                                                                                                                                                                  (FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her decision in respect of the Grant dated                                  (DATE). He/She declares:

to accept all the Options offered.

to accept                        out of the                    Options offered.

to refuse all the                      Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done at                                      on                                     

Signature

Important:

1) This document must be returned to [·] before [·], duly completed and signed.

2) Failure to sign or send this document in time will result in the Options deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of                                  (DATE):

Total amount:                                  EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [·] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number                                          (NUMBER)

Done at                                      on                                     

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.6

28 June 2022

2022 GLOBAL STOCK OPTION PLAN

Regarding the grant of maximum 41,998 (forty-one thousand nine hundred ninety-eight) Options to the
key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 23 June 2022

TABLE OF CONTENTS

FOREWORD

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			9

	5.1	Number of Options per Beneficiary		9
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or refusal of the Offer		10
	6.3	Acceptance of the Regulations		11

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise conditions		11
	7.2	Exercise Price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares per Option		12
	7.6	Cancellation of the right to exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	12
		7.6.3	Type A Leaver	13
		7.6.4	Holding	13
	7.7	Exercise Conditions		14
	7.8	Payment conditions		14
	7.9	Liquidity Event or Ipo		14

8.	DEATH OF THE BENEFICIARY			15

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights Attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS		15

	10.1	Operation	15
	10.2	Adaptation	16
	10.3	Notice	16

11.	TAXES		16

12.	EXPENSES		17

	12.1	The Company	17
	12.2	The Beneficiaries	17

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS		17

14.	INFORMATION TO THE BENEFICIARIES		17

15.	NULLITY OF A PROVISION		18

16.	NOTICES		18

17.	APPLICABLE LAW AND JURISDICTION		18

	17.1	Applicable Law	18
	17.2	Jurisdiction	18

FOREWORD

The 2022 Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 23 June 2022 and the Company’s extraordinary shareholders’ meeting held on 28 June 2022, in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company and/or its Affiliates, Options allowing them to subscribe to Shares of the Company.

The 2022 Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly the Beneficiaries may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the 2022 Global Stock Option Plan at 41,998 Options.

The 2022 Global Stock Option Plan is set for a definite period of ten (10) years as of the issuance of the Options. Nevertheless, the Board of Directors may at any time decide to terminate the 2022 Global Stock Option Plan or to replace it by another plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.	DEFINITIONS

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code of Companies and Associations.

Answer Form	:	the form attached in Exhibit 3.

Belgian Code of Companies and Associations	:	means the Belgian Code of Companies and Associations of 23 March 2019 (as amended from time to time).

Beneficiary	:	a key manager, employee, director and/or outside consultant and/or advisor of the Company or the Company’s Affiliates (it being understood that if such key manager, director and/or outside consultant and/or advisor would be a management company, the Options shall be granted either to the management company or directly to the manager of such management company) to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).

Controlling Interest	:	means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the 2022 Global Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the 2022 Global Stock Option Plan, as determined in the 2022 Stock Option Agreement.

2022 Global Stock Option Plan	:	the 2022 Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) the disposal by the Company of all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of intellectual property not entered into in the ordinary course of business), (iv) any merger, consolidation or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) the sale of all or such number of the shares of the company that results in any person acquiring a Controlling Interest in the company or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the offer of at least one (1) Option to one or more Beneficiaries according to the terms of the 2022 Global Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the 2022 Global Stock Option Plan, and the specific terms set out in the 2022 Stock Option Agreement, if any, during the Exercise Periods, to a number of Shares determined by the 2022 Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the 2022 Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht”/“droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Shareholders Agreement	:	the shareholders agreement regarding the Company that has been entered into by and between the Company, the Existing Shareholders and the Investors (each as defined therein) on 5 March 2021 (as amended and supplemented from time to time, as the case may be).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) in circumstances involving his/her being summarily dismissed by reason of fraud, dishonesty or gross misconduct (“fraude” / “dol” / “despido disciplinario procedente”), as far as related to the Company or any of its Affiliates and as described in detail in the written termination notice from the Company or any of its Affiliates to such Beneficiary and as having been confirmed by either the Beneficiary itself or by a final, binding and non-appealable judgement from a court having applicable jurisdiction, except as otherwise decided by the Board of Directors.

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) as a result of the resignation by the Beneficiary (or its management company, as the case may be) for reasons other than severe illness, death or retirement, (i) within the first three (3) years or (ii) after three (3) years but without having given the legally required notice (or, for the senior management, at least six (6) months) before the intended leaving, after starting to provide services to the Company and/or its Affiliates under his/her management agreement, employment agreement or other service agreement (as the case may be).

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

GENERAL MECHANISM OF THE OFFER OF OPTIONS

The 2022 Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

BENEFICIARIES

The 2022 Global Stock Option Plan is open to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company (or any of its Affiliates) and can, therefore, not be regarded as acquired rights.

NUMBER OF OPTIONS

A maximum number of 41,998 Options may be granted to the Beneficiaries, within the framework of the 2022 Global Stock Option Plan governed by the present Regulations.

OPTIONS

5.1

Number of Options per Beneficiary

5.2

Nature of the Options

The Options are exclusively in registered form. As soon as they are offered and accepted, the Options will be registered in a special register kept up-to-date as to the number of Options held by each Beneficiary.

5.3

Option Price

The Options are granted for free to the Beneficiaries.

5.4

Term of Options

The Options are valid for ten (10) years as of the date of their issuance (i.e. 28 June 2022), regardless of the day they were granted to the Beneficiaries.

Any Option which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5

Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

OFFER OF OPTIONS

6.1

Offer Date

The Company will address each Beneficiary a duly dated and executed customized Offer Letter, containing all material terms and conditions, for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2

Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

The Answer Form is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form.

The Offer of Options shall, in any case, be considered totally refused if the Beneficiary has not accepted the Offer in writing within the acceptance period indicated in the Offer Letter (which shall not exceed 75 calendar days as from the date of the Offer), without the Beneficiary being able to invoke any compensation right. If the Beneficiary accepts the Offer in writing in whole or in part within sixty (60) calendar days following the date of the Offer, the portion of the Options that has been accepted in writing within such a time frame shall be deemed to have been Granted on the sixtieth (60th) calendar day following the date of the Offer for Belgian tax purposes, in line with applicable regulations.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Stock Option Agreement has to be duly completed and signed, simultaneously with the Answer Form.

If an Option is refused, it shall be deemed never to have been granted to the person and the so refused Options shall remain available to the Company for any further grants to other Beneficiaries.

6.3

Acceptance of the Regulations

EXERCISE OF THE OPTIONS

7.1

Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2

Exercise Price

The Exercise Price of the Options shall be determined by or on behalf of the Board of Directors, as the case may be, after having obtained an advice from the statutory auditor, and mentioned in the individual Stock Option Agreement between the Company and the Beneficiary.

7.3

Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4

Vesting of Options and Exercise Periods

At least 75% of the total amount of Options offered under this 2022 Global Stock Option Plan will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

as of the first anniversary of the date of the Offer Letter: the remaining 75% of the Options will vest on a monthly basis over a period of thirty six (36) months (i.e. vesting of 2.083% (rounded) of the remaining Options per month).

Unless otherwise decided by the Board of Directors, the vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

15 June to 30 June; and

15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5	Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6	Cancellation of the right to exercise the Options

7.6.1

Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type C Leaver remains entitled to exercise his/her Options which are vested at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, during any valid exercise period after such time he/she ceases to be employed by or providing services to the Company or its Affiliates.

7.6.2

Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type B Leaver remains entitled to exercise his/her Options which are vested at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, during the first valid exercise period after the time he/she ceases to be employed by or providing services to the Company or its Affiliates. Vested Options that are not exercised by the Type B Leaver during that exercise period, will expire, without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.3

Type A Leaver

The Options, whether or not they are vested pursuant to Clause 7.4, which are held by a Type A Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.4

Holding

A Beneficiary can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be), so that such person will keep the economic rights, if any, attached to such Options and/or Shares, but all other rights (including voting rights), if any, will vest in this structure / entity.

Each Beneficiary accepts that any tax consequences resulting from the application of this Clause 7.6.4, if any, will be borne exclusively by the Beneficiary.

7.7

Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

7.8

Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a bank account of the Company, mentioned by the latter on the Exercise Form.

7.9

Liquidity Event or IPO

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

In case of an IPO, the Board of Directors may decide that the Shares issued to the Beneficiary pursuant to the exercise of his/her Options may not be sold during a reasonable lock-up period after the listing.

DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries who are Type C Leavers.

The succession (inheritance) rules will be observed. Nevertheless, in case of multiple legal successors or in case of split reversionary ownership / life tenancy (usufruct), a single representative will be elected by the successors for the purpose of exercising the Options.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1

Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2

Rights attached to the Shares

9.3

Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1

Operation

The Company remains entitled to proceed to any operation resulting in changes in the amount or composition of the corporate capital or in the number and nature of the shares representing the capital, such as regrouping or splitting of the shares, the issuance of subscription rights or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the (partial) demerger or the distribution of dividends in shares without the prior consent of the Beneficiaries, if necessary.

10.2

Adaptation

10.3

Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.

TAXES

If according to applicable local laws, the grant of an Option or the exercise of the Option is to be considered as a benefit in kind, such benefit in kind should be taxable at the same time and in the same way as the other earned income and, as far as the members of the personnel and directors are concerned, should be subject to the wage withholding tax and reporting. If so provided by applicable local laws, the wage withholding and income tax remains due even if the Options are not or cannot be exercised

In general, since the principles described above are for mere information purposes only and are only given as a general outline, it is recommended to seek advice from a tax counsel. The Company shall not take any responsibility regarding the tax consequences of the grant or exercise of Options, which may vary in the future. Only the Beneficiaries are responsible for the declaration of the Options in their tax return. The Company invites, therefore, the Beneficiaries to seek advice and to take the necessary precautionary actions they will judge useful or necessary to verify, complete or update this information.

12.

EXPENSES

12.1

The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2

The Beneficiaries

13.

ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

14.

INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the 2022 Global Stock Option Plan.

15.

NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this 2022 Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this 2022 Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.

NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.

APPLICABLE LAW AND JURISDICTION

17.1

Applicable law

The Regulations, the 2022 Global Stock Option Plan and the Options are subject to Belgian law.

17.2

Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the 2022 Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

EXHIBIT 1 – Offer Letter

2022 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option,which will vest as per the following schedule

[·]

and with a term expiring on [·].

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV by [·] at the latest. Please note that failure to sign or to send the Answer Form or sending it late will result in the Options being deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV

[·]

	Read and approved

	[·]

EXHIBIT 2 – Stock Option Agreement

2022 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :

AGOMAB THERAPEUTICS NV, an open limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (LER Ghent, division Ghent).);

duly represented for the purposes of this agreement by [·];

hereafter the Company,

AND:

[·]

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a 2022 Global Stock Option Plan, “THE 2022 GLOBAL STOCK OPTION PLAN – AGOMAB THERAPEUTICS NV”, in favor of key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates, a copy of which is annexed to this Stock Option Agreement.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary. The Beneficiary hereby declares to accept the Regulations.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the 2022 Global Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Beneficiary will notify his/her acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

Unless otherwise decided by the Board of Directors, the Exercise Price is EUR 0.01 per Option. With respect to the Beneficiaries which are Belgian tax residents, the Exercise Price shall be determined by the Board of Directors, as the case may be, after having obtained an advice from the statutory auditor, at the fair market value of the Shares of the Company at the time of the Offer.

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

The vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

15 June to 30 June; and

15 October to 31 October.

The Options are subject to the Type A Leaver, Type B Leaver and Type C Leaver provisions in accordance with the terms and conditions of the Regulations.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The Beneficiary hereby acknowledges and accepts that he/she can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be).

The 2022 Global Stock Option Plan and the resulting potential Option was granted by the Company on an extraordinary basis and, therefore, cannot be consolidated; it is not taken into consideration for the calculation of any other type of remuneration or voluntary Social Security improvement systems implemented by the Company or any Affiliate; it shall not be taken into account for the calculation of any compensation/ severance pay to which the Beneficiary is entitled as a result of the termination of his/her employment or service contract; nor can it be understood, under any circumstances, to be a condition with benefits in favor of the Beneficiary in the future.

10.

The 2022 Global Stock Option Plan does not grant any Beneficiary the right to keep their employment at the Company or the relevant Affiliate The rights and obligations of the Beneficiary under the terms and conditions of their contract of employment or service contract shall not be affected by their participation in the 2022 Global Stock Option Plan.

11.

The Beneficiary hereby acknowledges and accepts that by signing this Agreement and by not expressly rejecting the Options (in part or in full), he/she can be liable for social security contributions and taxes relating to the Grant and/or exercise of these Options pursuant to applicable local laws.

12.

[The Beneficiary undertakes that he/she/it shall not exercise the Options before [·] nor transfer the Options. This undertaking is made pursuant to article 43 of the Belgian Act of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions, as amended from time to time, with a view to obtaining the reduced lump sum valuation percentage of [·]% of the value of the Shares underlying the award at the time of grant.

In case the Beneficiary would not live up to this undertaking, the Beneficiary acknowledges and agrees that this will trigger a second taxable moment and that he/she/it shall be liable for all ensuing taxes pursuant to applicable local laws.] [Wording for Belgian individuals/tax residents.]

13.

[E-mail address].

14.

[Insertion of specific clauses related to the (tax) treatment of the Options in connection with the country of which the Beneficiary is a tax resident.]

Done on

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

2022 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned 2022 Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her decision in respect of the Grant dated (DATE). He/She declares:

Please tick ONE option

- to accept all the Options offered.

- to accept out of the Options offered.

- to refuse all the Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done on

Signature

Important:

1) This document must be returned to [·] before [·], duly completed and signed.

2) Failure to sign or send this document in time will result in the Options being deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

2022 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of (DATE):

(NUMBER) Options, attributed on (DATE) at the Exercise Price of (AMOUNT) EUR = (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) latest.

Done at on

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.7

10 October 2023

2023 GLOBAL STOCK OPTION PLAN

Regarding the grant of maximum ninety-six thousand nine hundred ninety-seven (96,997) Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 6 October 2023

TABLE OF CONTENTS

FOREWORD				4

1.	DEFINITIONS			5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS			8

3.	BENEFICIARIES			8

4.	NUMBER OF OPTIONS			8

5.	OPTIONS			9

	5.1	Number of Options per Beneficiary		9
	5.2	Nature of the Options		9
	5.3	Option Price		9
	5.4	Term of Options		9
	5.5	Non-transferability and security		9

6.	OFFER OF OPTIONS			10

	6.1	Offer Date		10
	6.2	Acceptance or refusal of the Offer		10
	6.3	Acceptance of the Regulations		11

7.	EXERCISE OF THE OPTIONS			11

	7.1	Exercise conditions		11
	7.2	Exercise Price		11
	7.3	Consequences of the Exercise		11
	7.4	Vesting of Options and Exercise Periods		11
	7.5	Number of Shares per Option		12
	7.6	Cancellation of the right to exercise the Options		12
		7.6.1	Type C Leaver	12
		7.6.2	Type B Leaver	13
		7.6.3	Type A Leaver	13
		7.6.4	Holding	13
	7.7	Exercise Conditions		14
	7.8	Payment Conditions		14
	7.9	Liquidity Event or Ipo		14

8.	DEATH OF THE BENEFICIARY			15

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS			15

	9.1	Nature of the Shares		15
	9.2	Rights Attached to the Shares		15
	9.3	Transferability of the Shares		15

10.	AUTHORIZED OPERATIONS AND ADAPTATIONS		16

	10.1	Operation	16
	10.2	Adaptation	16
	10.3	Notice	16

11.	TAXES		16

12.	EXPENSES		17

	12.1	The Company	17
	12.2	The Beneficiaries	17

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS		18

14.	INFORMATION TO THE BENEFICIARIES		18

15.	NULLITY OF A PROVISION		18

16.	NOTICES		18

17.	APPLICABLE LAW AND JURISDICTION		19

	17.1	Applicable Law	19
	17.2	Jurisdiction	19

FOREWORD

The 2023 Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors held on 6 October 2023 and the Company’s extraordinary shareholders’ meeting held on 10 October 2023, in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company and/or its Affiliates, Options allowing them to subscribe to Shares of the Company.

The 2023 Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly the Beneficiaries may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the 2023 Global Stock Option Plan at 96,997 Options.

The 2023 Global Stock Option Plan is set for a definite period of ten (10) years as of the issuance of the Options. Nevertheless, the Board of Directors may at any time decide to terminate the 2023 Global Stock Option Plan or to replace it by another plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.             DEFINITIONS

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code of Companies and Associations.

Answer Form	:	the form attached in Exhibit 3.

Belgian Code of Companies and Associations		means the Belgian Code of Companies and Associations of 23 March 2019 (as amended from time to time).

Beneficiary	:	a key manager, employee, director and/or outside consultant and/or advisor of the Company or the Company’s Affiliates (it being understood that if such key manager, director and/or outside consultant and/or advisor would be a management company, the Options shall be granted either to the management company or directly to the manager of such management company to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Ghent, division Ghent).

Controlling Interest	:	means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the 2023 Global Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the 2023 Global Stock Option Plan, as determined in the 2023 Stock Option Agreement.

2023 Global Stock Option Plan	:	the 2023 Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) the disposal or other disposition by the Company and / any of its subsidiaries of all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of intellectual property not entered into in the ordinary course of business), (iv) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) the sale of (or the grant of a right to acquire or to dispose of) any shares of the Company (in one transaction or as a series of transactions) that results in the purchaser of those shares (or grantee of that right) and persons acting jointly with him acquiring a Controlling Interest in the Company (which, for the sake of completeness does not include a Holding Company Reorganisation (as defined in the articles of association of the Company) or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the written and dated offer of at least one (1) Option to one or more Beneficiaries according to the terms of the 2023 Global Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the 2023 Global Stock Option Plan, and the specific terms set out in the 2023 Stock Option Agreement, if any, during the Exercise Periods, to a number of Shares determined by the 2023 Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the 2023 Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Shareholders Agreement	:	the shareholders agreement regarding the Company that has been entered into by and between the Company, the Existing Shareholders and the Investors (each as defined therein) on 10 October 2023 (as amended and supplemented from time to time, as the case may be).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) in circumstances involving his/her/it being summarily dismissed by reason of fraud, dishonesty or gross misconduct, and, specifically, as far as an employee Beneficiary is concerned, by reason of serious cause (“fraude” / “dol” / “despido disciplinario procedente” / “dringende reden” / “motif grave”).


Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) voluntarily or as a result of the resignation by the Beneficiary (or his/her management company, as the case may be) for reasons other than severe illness, death or retirement, within the first three (3) years after the date of sending of the Offer Letter addressed to such Beneficiary.

Type C Leaver

means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

2.            GENERAL MECHANISM OF THE OFFER OF OPTIONS

The 2023 Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.            BENEFICIARIES

The 2023 Global Stock Option Plan is open to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

4.            NUMBER OF OPTIONS

A maximum number of 96,997 Options may be granted to the Beneficiaries, within the framework of the 2023 Global Stock Option Plan governed by the present Regulations.

5.             OPTIONS

5.1           Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4           Term of Options

The Options are valid for ten (10) years as of the date of their issuance (i.e. on or around 10 October 2033), regardless of the day they were granted to the Beneficiaries.

Any Option which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5            Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

6.            OFFER OF OPTIONS

6.1            Offer Date

The Company will address each Beneficiary a duly dated and executed customized Offer Letter, containing all material terms and conditions, for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2            Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

An Answer Form is addressed to each Beneficiary with the Offer Letter, by means of which the Beneficiary notifies his/her/its decision with respect to the Offer: acceptance (in full or in part) or refusal.

The Answer Form is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Stock Option Agreement has to be duly completed and signed, simultaneously with the Answer Form.

If an Option is refused, it shall be deemed never to have been granted to the person and the so refused Options shall remain available to the Company for any further grants to other Beneficiaries.

6.3            Acceptance of the Regulations

7.              EXERCISE OF THE OPTIONS

7.1            Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2            Exercise Price

7.3            Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4            Vesting of Options and Exercise Periods

At least 75% of the total amount of Options offered under this 2023 Global Stock Option Plan will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

- 15 June to 30 June; and

- 15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5            Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6            Cancellation of the right to exercise the Options

7.6.1            Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type C Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employed by or providing services to the Company or its Affiliates, during any valid exercise period after such time he/she ceases to be employed by or providing services to the Company or its Affiliates.

7.6.2            Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type B Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employed by or providing services to the Company or its Affiliates, during the first valid exercise period for his/her vested Options in accordance with Clause 7.4 of these Regulations, after the time he/she ceases to be employed by or providing services to the Company or its Affiliates. Vested Options that are not exercised by the Type B Leaver during that exercise period, will expire, without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.3            Type A Leaver

The Options, whether or not they are vested pursuant to Clause 7.4, which are held by a Type A Leaver at the time he/she/it ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.4            Holding

Each Beneficiary accepts that any tax consequences resulting from the application of this Clause 7.6.4, if any, will be borne exclusively by the Beneficiary.

7.7            Exercise Conditions

The Options can be exercised through the delivery of an Exercise Form to the Company, for the attention of the Board of Directors. The Exercise Form can either (i) be personally delivered, (ii) be sent by email or (ii) be sent by registered letter, with either one having to be received by the Company no later than the last calendar day of an exercise period as referred to in Clause 7.4.

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

The exercise of the Options is unconditional.

7.8            Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a bank account of the Company, mentioned by the latter on the Exercise Form.

7.9            Liquidity Event or IPO

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

In case of an IPO, the Board of Directors may decide that the Shares issued to the Beneficiary pursuant to the exercise of his/her/its Options may not be sold during a reasonable lock-up period after the listing.

8.             DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries who are Type C Leavers.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.             NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1            Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2            Rights attached to the Shares

9.3            Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.            AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

The holder of Options shall not be entitled to exercise his/her/its Options in case of a capital increase in cash in the Company, in accordance with Article 7:71 of the Belgian Code on Companies and Associations.

10.2         Adaptation

If the abovementioned operations result in a modification of the ratio number/value of the Shares which are subject to the Options and the rights attached thereto, the Board of Directors will adapt the Exercise Price of the Options and/or the number of Shares in order to maintain the ratio. The tax consequences, if any, of any such adaptation pursuant to this Clause 10.2 will be borne exclusively by the relevant Beneficiary.

10.3         Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

11.           TAXES

If according to applicable local laws, the grant of an Option or the exercise of the Option, is to be considered as a benefit in kind, such benefit in kind should be taxable at the same time and in the same way as the other earned income and, as far as the members of the personnel and directors are concerned, should be subject to the wage withholding tax and reporting. If so provided by applicable local laws, the wage withholding and income tax remains due even if the Options are not or cannot be exercised.

In general, since the principles described above are for mere information purposes only and are only given as a general outline, it is recommended to seek advice from a personal tax counsel. The Company shall not take any responsibility regarding the tax consequences of the grant or exercise of Options, which may vary in the future, nor regarding the subsequent sale of the underlying shares. Only the Beneficiaries are responsible for reporting the taxable event resulting from the Options and, possibly, the subsequent sale of the underlying shares in the appropriate personal income tax return which they are to file. The Company invites, therefore, the Beneficiaries to seek advice and to take the necessary precautionary actions they will judge useful or necessary to verify, complete or update this information.

12.            EXPENSES

12.1         The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

14.           INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the 2023 Global Stock Option Plan.

15.           NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this 2023 Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this 2023 Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.           NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.            APPLICABLE LAW AND JURISDICTION

17.1          Applicable law

The Regulations, the 2023 Global Stock Option Plan and the Options are subject to Belgian law.

17.2         Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the 2023 Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

EXHIBIT 1 – Offer Letter

2023 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option,which will vest as per the following schedule

[·]

and with a term expiring on [·].

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV by [·] at the latest. Please note that failure to sign or to send the Answer Form or sending it late will result in the Options being deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV

[·]

		Read and approved

		[·]

EXHIBIT 2 – Stock Option Agreement

2023 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :

AGOMAB THERAPEUTICS NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Franklin Rooseveltlaan 348, 9000 Ghent, Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Ghent, division Ghent);

duly represented for the purposes of this agreement by [·];

hereafter the Company,

AND:

[·]

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a 2023 Global Stock Option Plan, “THE 2023 GLOBAL STOCK OPTION PLAN – AGOMAB THERAPEUTICS NV”, in favor of key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates, a copy of which is annexed to this Stock Option Agreement.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary. The Beneficiary hereby declares to accept the Regulations.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the 2023 Global Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Beneficiary will notify his/her/its acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

Unless otherwise decided by the Board of Directors, the Exercise Price is EUR [0.01] per Option. With respect to the Beneficiaries which are Belgian tax residents, the Exercise Price shall be determined by the Board of Directors, as the case may be, after having obtained an advice from the statutory auditor, at the fair market value of the Shares of the Company at the time of the Offer.

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

The vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

15 June to 30 June; and

15 October to 31 October.

The Options are subject to the Type A Leaver, Type B Leaver and Type C Leaver provisions in accordance with the terms and conditions of the Regulations.

All non-exercised Options coming to their expiration date, i.e., after ten (10) years as of their issuance ([date] 2033), become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with clause 5.4 of the Regulations.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The 2023 Global Stock Option Plan and the resulting potential Option was granted by the Company on an extraordinary basis and, therefore, cannot be consolidated; it is not taken into consideration for the calculation of any other type of remuneration or voluntary Social Security improvement systems implemented by the Company or any Affiliate; it shall not be taken into account for the calculation of any compensation/ severance pay to which the Beneficiary is entitled as a result of the termination of his/her/its employment or service contract; nor can it be understood, under any circumstances, to be a condition with benefits in favor of the Beneficiary in the future.

10.

The 2023 Global Stock Option Plan does not grant any Beneficiary the right to keep their employment or service relationship at the Company or the relevant Affiliate. The rights and obligations of the Beneficiary under the terms and conditions of their contract of employment or service contract shall not be affected by their participation in the 2023 Global Stock Option Plan.

11.

12.

13.

[E-mail address].

14.

[Insertion of specific clauses related to the (tax) treatment of the Options in connection with the country of which the Beneficiary is a tax resident.]

Done on

The Company		The Beneficiary

EXHIBIT 3 – Answer Form

2023 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned 2023 Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her/its decision in respect of the Grant dated (DATE). He/She declares:

Please tick ONE option

	-	to accept all the Options offered.

	-	to accept out of the Options offered.

	-	to refuse all the Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done on

Signature

Important:

1) This document must be returned to [·] by [·] at the latest, duly completed and signed.

2) Failure to sign or send this document in time will result in the Options being deemed to have been fully refused.

EXHIBIT 4 – Exercise Form

2023 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned (NAME)

domiciled / having its registered office at (FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of (DATE):

(NUMBER) Options, attributed on (DATE) at the Exercise Price of (AMOUNT) EUR = (AMOUNT) EUR

Total amount: EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) at the latest.

Done at on

Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.8

Execution version

8 July 2024

2024 GLOBAL STOCK OPTION PLAN

Regarding the grant of maximum 87,780 Options to the key managers, employees, directors and/or outside consultants and advisors.

Approved by the Board of Directors on 3 July 2024

TABLE OF CONTENTS

FOREWORD 

1.	DEFINITIONS	5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS	8

3.	BENEFICIARIES	8

4.	NUMBER OF OPTIONS	9

5.	OPTIONS	9

5.1	Number Of Options Per Beneficiary	9
5.2	Nature Of The Options	9
5.3	Option Price	9
5.4	Term Of Options	9
5.5	Non-transferability And Security	9

OFFER OF OPTIONS

6.1	Offer Date	10
6.2	Acceptance Or Refusal Of The Offer	10
6.3	Acceptance Of The Regulations	11

EXERCISE OF THE OPTIONS

7.1	Exercise Conditions	11
7.2	Exercise Price	11
7.3	Consequences Of The Exercise	11
7.4	Vesting Of Options And Exercise Periods	11
7.5	Number Of Shares Per Option	12
7.6	Cancellation Of The Right To Exercise The Options	12

7.6.1	Type C Leaver	12
7.6.2	Type B Leaver	13
7.6.3	Type A Leaver	13
7.6.4	Holding	13

7.7	Exercise Conditions	14
7.8	Payment Conditions	14
7.9	Liquidity Event Or Ipo	14

8.	DEATH OF THE BENEFICIARY	15

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS	15

9.1	Nature Of The Shares	15
9.2	Rights Attached To The Shares	16
9.3	Transferability Of The Shares	16

10.

AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1	Operation	16
10.2	Adaptation	16
10.3	Notice	16
10.4	Trading Restrictions	17
10.5	Clawback Policy	17

11.	TAXES	17

12.	EXPENSES	18

	12.1	The Company	18
	12.2	The Beneficiaries	18

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS	18

14.	INFORMATION TO THE BENEFICIARIES	19

15.	NULLITY OF A PROVISION	19

16.	NOTICES	19

17.	APPLICABLE LAW AND JURISDICTION	19

	17.1	Applicable Law	19
	17.2	Jurisdiction	19

18.

U.S. BENEFICIARIES

18.1	Grant Date	20
18.2	Exercise Price	20
18.3	Section 409a	20
18.4	Currency Exchange Rates	21

FOREWORD

The 2024 Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors on 3 July 2024 and the Company’s extraordinary shareholders’ meeting held on 8 July 2024, in order to offer to certain key managers, employees, directors and/or outside consultants and advisors of the Company and/or its Affiliates, Options allowing them to subscribe to Shares of the Company.

The 2024 Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly the Beneficiaries may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the 2024 Global Stock Option Plan at 87,780 Options.

The 2024 Global Stock Option Plan is set for a definite period of ten (10) years as of the issuance of the Options. Nevertheless, the Board of Directors may at any time decide to terminate the 2024 Global Stock Option Plan or to replace it by another plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.             DEFINITIONS

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code of Companies and Associations.

Answer Form	:	the form attached in Exhibit 3.

Belgian Code of Companies and Associations		means the Belgian Code of Companies and Associations of 23 March 2019 (as amended from time to time).

Beneficiary	:	a key manager, employee, director and/or outside consultant and/or advisor of the Company or the Company’s Affiliates (it being understood that if such key manager, director and/or outside consultant and/or advisor would be a management company, the Options shall be granted either to the management company or directly to the manager of such management company to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Posthoflei 1 box 6, 2600 Berchem (Antwerp), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Antwerp, division Antwerp).

Code	:	means the United States Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

Controlling Interest	:	means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code for Companies and Associations.

Exercise	:	the conditions under which the Beneficiaries are allowed to exercise an

Conditions		Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 4 or any other form which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the 2024 Global Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the 2024 Global Stock Option Plan, as determined in the 2024 Stock Option Agreement.

2024 Global Stock Option Plan	:	the 2024 Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant	:	the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO	:	means an initial public offering of Shares.

Liquidity Event	:	(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or reorganisation of the Company, (iii) the disposal or other disposition by the Company and / any of its subsidiaries of all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of intellectual property not entered into in the ordinary course of business), (iv) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) the sale of (or the grant of a right to acquire or to dispose of) any shares of the Company (in one transaction or as a series of transactions) that results in the purchaser of those shares (or grantee of that right) and persons acting jointly with him acquiring a Controlling Interest in the Company (which, for the sake of completeness does not include a Holding Company Reorganisation (as defined in the articles of association of the Company) or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer	:	the written and dated offer of at least one (1) Option to one or more Beneficiaries according to the terms of the 2024 Global Stock Option Plan.

Offer Letter	:	the letter attached in Exhibit 1.

Option	:	a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the 2024 Global Stock Option Plan, and the specific terms set out in the 2024 Stock Option Agreement, if any, during the Exercise Periods, to a number of Shares determined by the 2024 Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the 2024 Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Securities	:	shall mean any Shares and any transferable securities authorized by law and representing or granting a present or future claim on a portion of the share capital of the Company (including, for instance, convertible bonds or subscription rights), issued by the Company at any time, as well as any securities of the Company which may be allotted by the Company at any time for any reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) and includes, for the avoidance of doubt, all rights or subscription rights attached to such securities (including but not limited to pre-emption rights and the legal preferential subscription right (“wettelijk voorkeurrecht” / “droit préférentiel de souscription”)).

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Shareholders Agreement	:	the shareholders agreement regarding the Company that has been entered into by and between the Company, the Existing Shareholders and the Investors (each as defined therein) on 10 October 2023 (as amended and supplemented from time to time, as the case may be).

Stock Option Agreement	:	an agreement as enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) in circumstances involving his/her/it being summarily dismissed by reason of fraud, dishonesty or gross misconduct, and, specifically, as far as an employee Beneficiary is concerned, by reason of serious cause (“fraude” / “dol” / ”despido disciplinario procedente” / “dringende reden”/“motif grave”).

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) voluntarily or as a result of the resignation by the Beneficiary (or his/her management company, as the case may be) for reasons other than severe illness, death or retirement, within the first three (3) years after the date of sending of the Offer Letter addressed to such Beneficiary.

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who leaves the Company (or any of its Affiliates) and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

U.S. Beneficiary	:	means a Beneficiary who is or is expected to become a United States resident or otherwise subject to the federal tax laws of the United States.

2.             GENERAL MECHANISM OF THE OFFER OF OPTIONS

The 2024 Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.             BENEFICIARIES

The 2024 Global Stock Option Plan is open to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

4.             NUMBER OF OPTIONS

A maximum number of 87,780 Options may be granted to the Beneficiaries, within the framework of the 2024 Global Stock Option Plan governed by the present Regulations.

5.             OPTIONS

5.1           Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4           Term of Options

The Options are valid for ten (10) years as of the date of their issuance (i.e. on or around 8 July 2034), regardless of the day they were granted to the Beneficiaries.

Any Option which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5           Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company that it controls at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5 will not be exercisable.

6.             OFFER OF OPTIONS

6.1           Offer Date

The Company will address each Beneficiary a duly dated and executed customized Offer Letter, containing all material terms and conditions, for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2           Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

The Answer Form is returned, duly completed and signed, at the latest on the date mentioned on the Answer Form.

In case of absence of signature, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Stock Option Agreement has to be duly completed and signed, simultaneously with the Answer Form.

If an Option is refused, it shall be deemed never to have been granted to the person and the so refused Options shall remain available to the Company for any further grants to other Beneficiaries.

6.3           Acceptance of the Regulations

7.             EXERCISE OF THE OPTIONS

7.1           Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2           Exercise Price

7.3           Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4           Vesting of Options and Exercise Periods

At least 75% of the total amount of Options offered under this 2024 Global Stock Option Plan will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

15 June to 30 June; and

15 October to 31 October.

The Stock Option Agreement can deviate from these rules.

7.5           Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6           Cancellation of the right to exercise the Options

7.6.1            Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.2            Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she ceases to be employed by or providing services to the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.3            Type A Leaver

7.6.4            Holding

Each Beneficiary accepts that any tax consequences resulting from the application of this Clause 7.6.4, if any, will be borne exclusively by the Beneficiary.

7.7           Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

The exercise of the Options is unconditional.

7.8           Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a bank account of the Company, mentioned by the latter on the Exercise Form.

7.9           Liquidity Event or IPO

Notwithstanding any of the other provisions of these Regulations:

(a)

in case of a Liquidity Event, all of the vested and non-vested Options will be exercisable immediately prior to the sale, lease, transfer, license or other disposition of all or substantially all shares or assets of the Company; and

(b)

in case of an IPO, a portion of fifty percent (50%) of the Options held by a Beneficiary at that time, which portion shall include the Options that, as the case may be, have already vested pursuant to Clause 7.4, will vest and be exercisable immediately prior to the admission of all or part of the shares in the Company to an official listing of a stock exchange, whereby the remaining Options (vested or not yet vested) held by such Beneficiary will continue to vest (as the case may be) and become exercisable in accordance with Clause 7.4.

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

In case of non-exercise of the Options in the event of a Liquidity Event, except as otherwise determined by the Board of Directors, the Options become automatically null and void immediately after the date of the effective sale of all shares in the Company in the scope of the Liquidity Event.

In case of an IPO, the Board of Directors may decide that the Shares issued to the Beneficiary pursuant to the envisaged exercise of his/her/its Options may not be sold during a reasonable lock-up period after the listing.

The Stock Option Agreement can deviate from the aforementioned rules.

8.            DEATH OF THE BENEFICIARY

In case of death of the Beneficiary, his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries who are Type C Leavers.

The succession (inheritance) rules will be observed. Nevertheless, in case of multiple legal successors or in case of split reversionary ownership / life tenancy (usufruct), a single representative will be elected by the successors for the purpose of exercising the Options.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.            NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1          Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2           Rights attached to the Shares

9.3           Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.           AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

10.2         Adaptation

10.3         Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

10.4         Trading Restrictions

Following an IPO, Option exercises shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

10.5         Clawback Policy

Following an IPO and to the extent required by the rules of any stock exchange on which the Shares may be listed, Options under this 2024 Global Stock Option Plan shall be subject to the Company’s clawback policy, as may be in effect from time to time.

11.           TAXES

12.           EXPENSES

12.1         The Company

Subject to Clause 11, all expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

Notwithstanding any other provision of the Regulations, the Board of Directors may amend or add to the Regulations including, without limitation, approving and adopting any and all sub-plans or appendices for employees, consultants and/or advisors, including employees, consultants and/or advisors outside of Belgium, provided that such sub-plans or appendices conform with any applicable local tax laws and do not negatively impact the Beneficiaries’ rights attached to the Options.

14.          INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the 2024 Global Stock Option Plan.

15.          NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this 2024 Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this 2024 Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.          NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.          APPLICABLE LAW AND JURISDICTION

17.1         Applicable law

The Regulations, the 2024 Global Stock Option Plan and the Options are subject to Belgian law.

17.2         Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the 2024 Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

18.           U.S. BENEFICIARIES

18.1         Grant Date

Corporate action constituting a grant by the Company of an Option will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board of Directors, regardless of when the Stock Option Agreement, or such other instrument, certificate, book entry, or letter evidencing the Option is communicated to, or actually received or accepted by, a U.S. Beneficiary (the “U.S. Grant Date”) for U.S. law purposes only.

18.2         Exercise Price

The Exercise Price per Share purchasable under any Option granted to a U.S. Beneficiary will be determined by the Board of Directors and will not be less than 100% of the fair market value of a Share on the U.S. Grant Date. Notwithstanding the foregoing, Options may be granted with an exercise price per Share that is less than 100 percent of the fair market value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, or (ii) the Options are otherwise compliant with or exempt from Section 409A of the Code. For purposes hereof, the “fair market value” shall be determined (A) if the Shares are listed on any established stock exchange, by reference to market quotations and (y) in the absence of an established market for the Shares, by the Board of Directors in good faith by application of a reasonable valuation method not inconsistent with Section 409A of the Code.

18.3         Section 409A

Unless otherwise expressly provided for by the Board of Directors at the time of grant, the terms applicable to Options granted to U.S. Beneficiaries under this 2024 Global Stock Option Plan will be interpreted to the greatest extent possible in a manner that makes such Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in this 2024 Global Stock Option Plan (and unless the Stock Option Agreement or other written contract with the U.S. Beneficiary specifically provides otherwise), if the Shares are publicly traded, and if a U.S. Beneficiary of an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Beneficiary’s “separation from service” or, if earlier, the date of the U.S. Beneficiary’s death, unless such distribution or payment can be made in a manner that does not result in accelerated taxation or a tax penalty under Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. Any adjustments to Options held by U.S. Beneficiaries pursuant to clause 10.2 of the Regulations shall be done only to the extent permitted by, and in a manner that complies with, Section 409A of the Code.

18.4         Currency Exchange Rates

The Company reserves the right to determine in good faith the timing of any currency exchange in connection with the grant or exercise of an Option, and the controlling exchange rate to be used. The Company will not be liable for any foreign exchange rate fluctuation that may affect the value of an Option, the Exercise Price or withholding taxes payable by a U.S. Beneficiary or any amounts payable to a U.S. Beneficiary in connection with the subsequent sale of any Shares acquired upon exercise.

EXHIBIT 1 — Offer Letter

2024 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [•] Options at the exercise price of EUR [•] per Option, which will vest as per the following schedule

[•]

and with a term expiring on [•].

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV by [•] at the latest. Please note that failure to sign or to send the Answer Form or sending it late will result in the Options being deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV

[•]

	Read and approved

	[•]

EXHIBIT 2 - Stock Option Agreement

2024 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :	AGOMAB THERAPEUTICS NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Posthoflei 1 box 6, 2600 Berchem (Antwerp), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Antwerp, division Antwerp);

	duly represented for the purposes of this agreement by [•];

	hereafter the Company,

AND:	[•],

	hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a 2024 Global Stock Option Plan, “THE 2024 Global Stock Option Plan — AGOMAB THERAPEUTICS NV”, in favor of key managers, employees, directors and/or outside consultants and advisors of the Company and its Affiliates, a copy of which is annexed to this Stock Option Agreement.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary. The Beneficiary hereby declares to accept the Regulations.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the 2024 Global Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [•] Options to the Beneficiary, on [date]. The Beneficiary will notify his/her/its acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

The vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

15 June to 30 June; and

15 October to 31 October.

The Options are subject to the Type A Leaver, Type B Leaver and Type C Leaver provisions in accordance with the terms and conditions of the Regulations.

All non-exercised Options coming to their expiration date, i.e., after ten (10) years as of their issuance ([date] 2034), become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with clause 5.4 of the Regulations.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The Beneficiary hereby acknowledges and accepts that he/she can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be).

The 2024 Global Stock Option Plan and the resulting potential Option was granted by the Company on an extraordinary basis and, therefore, cannot be consolidated; it is not taken into consideration for the calculation of any other type of remuneration or voluntary Social Security improvement systems implemented by the Company or any Affiliate; it shall not be taken into account for the calculation of any compensation/ severance pay to which the Beneficiary is entitled as a result of the termination of his/her/its employment or service contract; nor can it be understood, under any circumstances, to be a condition with benefits in favor of the Beneficiary in the future.

10.

The 2024 Global Stock Option Plan does not grant any Beneficiary the right to keep their employment or service relationship at the Company or the relevant Affiliate. The rights and obligations of the Beneficiary under the terms and conditions of their contract of employment or service contract shall not be affected by their participation in the 2024 Global Stock Option Plan.

11.

12.

[The Beneficiary undertakes that he/she/it shall not exercise the Options before [•] nor transfer the Options. This undertaking is made pursuant to article 43 of the Belgian Act of 26 March 1999 on the Belgian 1998 employment action plan and containing miscellaneous provisions, as amended from time to time, with a view to obtaining the reduced lump sum valuation percentage of [•]% of the value of the Shares underlying the award at the time of grant.

13.

[E-mail address].

14.

[The Beneficiary shall, not later than the date as of which the exercise of the Options becomes a taxable event for U.S. Federal income tax purposes, pay to the Company or any subsidiary or make arrangements satisfactory to the Board of Directors for payment of any U.S. Federal, state and local taxes required by law to be withheld on account of such taxable event.] [Wording for U.S. individuals/tax residents.]

15.

[Insertion of specific clauses related to the (tax) treatment of the Options in connection with the country of which the Beneficiary is a tax resident.]

Done on ____________ .

The Company

The Beneficiary

EXHIBIT 3 — Answer Form

2024 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned  

(NAME)

domiciled / having its registered office at

(FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned 2024 Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her/its decision in respect of the Grant dated

(DATE). He/She declares:

Please tick ONE option

to accept all the

Options offered.

to accept

out of the

Options offered.

to refuse all the

Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [•] (rounded) per Share subject to the Options.

Done on

Signature

Important:

1) This document must be returned to [•] by [•] at the latest, duly completed and signed.

2) Failure to sign or send this document in time will result in the Options being deemed to have been fully refused.

EXHIBIT 4 — Exercise Form

2024 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned

(NAME)

domiciled / having its registered office at

(FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of

(DATE):

_______________(NUMBER) Options, attributed on______________________(DATE) at the Exercise Price of_________________________(AMOUNT) EUR =__________________(AMOUNT) EUR

Total amount:

EUR

This total amount will be paid to the account N° [•] (NUMBER) for value [•] (DATE) at the latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [•] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number_____________________(NUMBER)

Done at____________on___________



Signature

Please send this document by [•] at the latest to [•] duly completed and signed.

Exhibit 10.9

20 October 2024

2024 (B) GLOBAL STOCK OPTION

PLAN

Regarding the grant of maximum 103,786 Options to the key managers, employees, directors, outside consultants and/or advisors.

Approved by the Board of Directors on 20 October 2024

TABLE OF CONTENTS

FOREWORD		4

1.         DEFINITIONS		5

2.         GENERAL MECHANISM OF THE OFFER OF OPTIONS		8

3.         BENEFICIARIES		8

4.         NUMBER OF OPTIONS		8

5.         OPTIONS		9

5.1	Number Of Options Per Beneficiary	9
5.2	Nature Of The Options	9
5.3	Option Price	9
5.4	Term Of Options	9
5.5	Non-transferability And Security	9

6.         OFFER OF OPTIONS		10

6.1	Offer Date	10
6.2	Acceptance Or Refusal Of The Offer	10
6.3	Acceptance Of The Regulations	11

7.         EXERCISE OF THE OPTIONS		11

7.1	Exercise Conditions	11
7.2	Exercise Price	11
7.3	Consequences Of The Exercise	11
7.4	Vesting Of Options And Exercise Periods	11
7.5	Number Of Shares Per Option	12
7.6	Cancellation Of The Right To Exercise The Options	12
7.6.1	Type C Leaver	12
7.6.2	Type B Leaver	13
7.6.3	Type A Leaver	13
7.6.4	Holding	13
7.7	Exercise Conditions	14
7.8	Payment Conditions	14
7.9	Liquidity Event Or Ipo	14

8.         DEATH OF THE BENEFICIARY		15

9.         NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS		15

9.1	Nature Of The Shares	15
9.2	Rights Attached To The Shares	16
9.3	Transferability Of The Shares	16

10.       AUTHORIZED OPERATIONS AND ADAPTATIONS		16

10.1	Operation	16
10.2	Adaptation	16
10.3	Notice	16
10.4	Trading Restrictions	17
10.5	Clawback Policy	17

11.       TAXES		17

12.       EXPENSES		18

12.1	The Company	18
12.2	The Beneficiaries	18

13.       ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS		18

14.       INFORMATION TO THE BENEFICIARIES		19

15.       NULLITY OF A PROVISION		19

16.       NOTICES		19

17.       APPLICABLE LAW AND JURISDICTION		19

17.1	Applicable Law	19
17.2	Jurisdiction	19

18.       U.S. BENEFICIARIES		20

18.1	Grant Date	20
18.2	Exercise Price	20
18.3	Section 409a	21
18.4	Currency Exchange Rates	21

FOREWORD

The 2024 (B) Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors on 20 October 2024 and the Company’s extraordinary shareholders’ meeting held on 30 October 2024, in order to offer to certain key managers, employees, directors, outside consultants and/or advisors of the Company and/or its Affiliates, Options allowing them to subscribe to Shares of the Company.

The 2024 (B) Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly the Beneficiaries may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company.

The Board of Directors sets the maximum number of Options to be granted under the 2024 (B) Global Stock Option Plan at 103,786 Options.

The 2024 (B) Global Stock Option Plan is set for a definite period of ten (10) years as of the issuance of the Options. Nevertheless, the Board of Directors may at any time decide to terminate the 2024 (B) Global Stock Option Plan or to replace it by another plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.             DEFINITIONS

Affiliate

has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code of Companies and Associations.

Answer Form

the form attached in Exhibit 3 or any other form in which the Board of Directors would request to respond to the Offer.

Belgian Code of Companies and Associations

means the Belgian Code of Companies and Associations of 23 March 2019 (as amended from time to time).

Beneficiary

a key manager, employee, director, outside consultant and/or advisor of the Company or the Company’s Affiliates (it being understood that if such key manager, director, outside consultant and/or advisor would be a management company, the Options shall be granted either to the management company or directly to the manager of such management company to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations.

Board of Directors

means the board of directors of the Company, as constituted from time to time.

Clause

a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Posthoflei 1 box 6, 2600 Berchem (Antwerp), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Antwerp, division Antwerp).

Code	:	means the United States Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

Controlling Interest	:	means an interest in shares giving to the holder or holders control of the Company within the meaning of article 1:14 of the Belgian Code of Companies and Associations.

ESOP Common Shares		means the ESOP common shares of the Company having the rights and privileges set out in the articles of association of the Company and the Shareholders Agreement;

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form

the form attached in Exhibit 4 or any other form in which the Board of Directors would request to exercise an Option.

Exercise Period

the period during which Options may be exercised pursuant to the 2024 (B) Global Stock Option Plan.

Exercise Price

the amount payable for the exercise of an Option pursuant to the 2024 (B) Global Stock Option Plan, as determined in the 2024 (B) Stock Option Agreement.

2024 (B) Global Stock Option Plan

the 2024 (B) Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant

the grant of the Options following the acceptance of an Offer.

Initial Public Offering or IPO

means an initial public offering of Shares.

Liquidity Event

(i) a payment of dividends, capital reduction, or share buy-back, (ii) a bankruptcy, liquidation, dissolution or judicial reorganisation of the Company, (iii) the disposal or other disposition by the Company and / or any of its subsidiaries of all or substantially all of its undertaking and assets (which disposal may include, without limitation, the grant by the Company of an exclusive licence of intellectual property not entered into in the ordinary course of business), (iv) any merger, consolidation, scheme of arrangement or acquisition, involving the Company or its subsidiaries, in which the Company or its subsidiaries are not the surviving entity, (v) the sale of (or the grant of a right to acquire or to dispose of) any shares of the Company (in one transaction or as a series of transactions) that results in the purchaser of those shares (or grantee of that right) and persons acting jointly with him acquiring a Controlling Interest in the Company (which, for the sake of completeness does not include a Holding Company Reorganisation (as defined in the articles of association of the Company) or (vi) any other event with substantially the same economic effect as the events set out in (i) to (v) above.

Offer

the written and dated offer of at least one (1) Option to one or more Beneficiaries according to the terms of the 2024 (B) Global Stock Option Plan.

Offer Letter

the letter according to the model attached in Exhibit 1.

Option

a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the 2024 (B) Global Stock Option Plan, and the specific terms set out in the 2024 (B) Stock Option Agreement, if any, during the Exercise Periods, to a number of Shares determined by the 2024 (B) Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the 2024 (B) Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Share	:	a new ESOP Common Share of the Company granting the same rights and advantages as the then existing ESOP Common Shares of the Company.

Shareholders Agreement

the shareholders agreement regarding the Company that has been entered into by and between the Company, the Existing Shareholders and the Investors (each as defined therein) on 30 October 2024 (as amended and supplemented from time to time, as the case may be).

Stock Option Agreement

an agreement according to the model enclosed in Exhibit 2 of the Regulations, to be entered into by the Company and the Beneficiary.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, key manager, director, consultant and/or advisor of the Company (or any of its Affiliates) in circumstances involving his/her/it being summarily dismissed or terminated by reason of fraud, dishonesty or gross misconduct/negligence , and, specifically, as far as an employee Beneficiary is concerned, by reason of serious cause (“fraude” / “dol” / “despido disciplinario procedente” / “dringende reden” /“motif grave”).

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, key manager, director, consultant and/or advisor of the Company (or any of its Affiliates) voluntarily or as a result of the resignation by the Beneficiary (or his/her management company, as the case may be) for reasons other than severe illness, death or retirement, within the first three (3) years after the date of sending of the Offer Letter addressed to such Beneficiary.

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, key manager, director, consultant and/or advisor of the Company (or any of its Affiliates) and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

U.S. Beneficiary	:	means a Beneficiary who is or is expected to become a United States resident or otherwise subject to the federal tax laws of the United States.

2.             GENERAL MECHANISM OF THE OFFER OF OPTIONS

The 2024 (B) Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.             BENEFICIARIES

The 2024 (B) Global Stock Option Plan is open to the key managers, employees, directors, outside consultants and/or advisors of the Company and its Affiliates. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the key managers, employees, directors, outside consultants and/or advisors of the Company or its Affiliates.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

4.             NUMBER OF OPTIONS

A maximum number of 103,786 Options may be granted to the Beneficiaries, within the framework of the 2024 (B) Global Stock Option Plan governed by the present Regulations.

5.             OPTIONS

5.1           Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4           Term of Options

The Options are valid for ten (10) years as of the date of their issuance (i.e. expiring in 2034), regardless of the day they were granted to the Beneficiaries.

Any Option which has not been exercised at its expiration date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5           Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)

in case of death as provided for in Clause 8;

(ii)

in connection with the obligations to transfer resulting from the Company’s articles of association; and

(iii)

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company in which it holds a Controlling Interest at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5, will not be exercisable.

Any transfer in accordance with this Clause 5.5 must be promptly notified to the Company.

6.             OFFER OF OPTIONS

6.1           Offer Date

The Company will address each Beneficiary a duly dated and executed customized Offer Letter, containing all material terms and conditions, for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2           Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

The Answer Form is returned, duly completed and signed, by the Beneficiary to the Company at the latest on the date mentioned on the Answer Form.

In case of absence of Beneficiary’s signature on the Answer Form, if the Beneficiary has not clearly indicated on the Answer Form whether she/he accepts the Offer in full or in part, or if the Answer Form is not returned or is returned late, the Offer will be considered as fully refused.

The final acceptance of the Offer depends on the signature of a Stock Option Agreement. This Stock Option Agreement has to be duly completed and signed by the Beneficiary, simultaneously with the Answer Form.

If an Option is refused, it shall be deemed never to have been granted to the person and the so refused Options shall remain available to the Company for any further grants to other Beneficiaries.

6.3           Acceptance of the Regulations

The acceptance of the Offer (in full or in part) by the Beneficiary results in the unconditional acceptance of the Regulations, as may be modified pursuant to Clause 13, as well as of each decision of the Board of Directors taken on the basis of these Regulations and communicated to the Beneficiary.

7.             EXERCISE OF THE OPTIONS

7.1           Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2           Exercise Price

The Exercise Price of the Options shall be determined by or on behalf of the Board of Directors, as the case may be, after having obtained an advice from the Company’s statutory auditor, and shall be mentioned in the individual Stock Option Agreement between the Company and the Beneficiary.

7.3           Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form.

7.4           Vesting of Options and Exercise Periods

At least 75% of the total amount of Options offered under this 2024 (B) Global Stock Option Plan will be offered with the following vesting schedule:

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

15 June to 30 June (inclusive); and

15 October to 31 October (inclusive).

The Stock Option Agreement can deviate from these rules.

7.5           Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6           Cancellation of the right to exercise the Options

7.6.1             Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type C Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employee, key manager, director, consultant or advisor of the Company or its Affiliates, during any valid exercise period after such time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates.

7.6.2             Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

The Type B Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates, during the first valid exercise period for his/her vested Options in accordance with Clause 7.4 of these Regulations, after the time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates. Vested Options that are not exercised by the Type B Leaver during that exercise period, will expire, without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.3             Type A Leaver

The Options, whether or not they are vested pursuant to Clause 7.4, which are held by a Type A Leaver at the time he/she/it ceases to be employee, key manager, director, consultant and/or advisor of the Company or its Affiliates, will automatically be cancelled and expired, without any right of exercise and without any compensation of whatever nature being due by the Company or its Affiliates.

7.6.4             Holding

A Beneficiary can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be), so that such person will keep the economic rights, if any, attached to such Options and/or Shares, but all other rights (including voting rights), if any, will vest in this structure / entity.

Each Beneficiary accepts that any tax consequences resulting from the application of this Clause 7.6.4, if any, will be borne exclusively by the Beneficiary.

7.7           Exercise Conditions

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

The exercise of the Options is unconditional.

7.8           Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a bank account of the Company, mentioned by the latter on the Exercise Form.

7.9           Liquidity Event or IPO

Notwithstanding any of the other provisions of these Regulations:

(a)

(b)

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

The Stock Option Agreement can deviate from the aforementioned rules.

8.             DEATH OF THE BENEFICIARY

In case of death of the Beneficiary (natural person), his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries who are Type C Leavers.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.             NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1           Nature of the Shares

The Shares are ESOP Common Shares of the Company.

9.2           Rights attached to the Shares

9.3           Transferability of the Shares

The transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.           AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

10.2         Adaptation

If the abovementioned operations result in a modification of the ratio between the number and value of the Shares which are subject to the Options and the rights attached thereto, the Board of Directors will adapt the Exercise Price of the Options and/or the number of Shares in order to maintain the ratio. The tax consequences, if any, of any such adaptation pursuant to this Clause 10.2 will be borne exclusively by the relevant Beneficiary.

10.3         Notice

The possible modifications to the terms and conditions of the exercise of the Options will be notified in an appropriate way to the Beneficiaries concerned.

10.4         Trading Restrictions

Following an IPO, Option exercises shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

10.5         Clawback Policy

Following an IPO and to the extent required by the rules of any stock exchange on which the Shares may be listed, Options under this 2024 (B) Global Stock Option Plan shall be subject to the Company’s clawback policy, as may be in effect from time to time.

11.           TAXES

In general, since the principles of the applicable laws described in this Clause 11 are for mere information purposes only and are only given as a general outline, it is recommended to seek advice from a personal tax counsel. The Company shall not take any responsibility regarding the tax and social security consequences of the grant, acceptance or exercise of Options, which may vary in the future, nor regarding the subsequent sale of the underlying shares. Only the Beneficiaries are responsible for reporting the taxable event resulting from the Options and, possibly, the subsequent sale of the underlying shares in the appropriate personal income tax return which they are to file. The Company invites, therefore, the Beneficiaries to seek advice and to take the necessary precautionary actions they will judge useful or necessary to verify, complete or update this information.

12.          EXPENSES

12.1         The Company

Subject to Clause 11, all of Company’s expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

The Board of Directors may modify the Regulations, taking into account the Beneficiaries’ rights, and without any prejudice to the rights attached to the Options granted to the Beneficiaries. Any modification will be enforceable against the Beneficiaries five (5) calendar days after notification in writing to the Beneficiaries.

Notwithstanding any other provision of the Regulations, the Board of Directors may amend or supplement the Regulations including, without limitation, approving and adopting any and all sub-plans or appendices for employees, consultants and/or advisors, including employees, consultants and/or advisors outside of Belgium, provided that such sub-plans or appendices conform with any applicable local tax laws and do not negatively impact the Beneficiaries’ rights attached to the Options.

14.          INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the 2024 (B) Global Stock Option Plan.

15.          NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this 2024 (B) Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this 2024 (B) Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.          NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.          APPLICABLE LAW AND JURISDICTION

17.1         Applicable law

The Regulations, the 2024 (B) Global Stock Option Plan and the Options are subject to Belgian law.

17.2         Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the 2024 (B) Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

18.           U.S. BENEFICIARIES

18.1         Grant Date

18.2         Exercise Price

18.3         Section 409A

Unless otherwise expressly provided for by the Board of Directors at the time of grant, the terms applicable to Options granted to U.S. Beneficiaries under this 2024 (B) Global Stock Option Plan will be interpreted to the greatest extent possible in a manner that makes such Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in this 2024 (B) Global Stock Option Plan (and unless the Stock Option Agreement or other written contract with the U.S. Beneficiary specifically provides otherwise), if the Shares are publicly traded, and if a U.S. Beneficiary of an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Beneficiary’s “separation from service” or, if earlier, the date of the U.S. Beneficiary’s death, unless such distribution or payment can be made in a manner that does not result in accelerated taxation or a tax penalty under Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. Any adjustments to Options held by U.S. Beneficiaries pursuant to clause 10.2 of the Regulations shall be done only to the extent permitted by, and in a manner that complies with, Section 409A of the Code.

18.4         Currency Exchange Rates

EXHIBIT 1 — Offer Letter

2024 (B) GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [·] Options at the exercise price of EUR [·] per Option, which will vest as per the following schedule

[·]

and with a term expiring on [·].

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement, a copy of which is attached hereto.

The Answer Form and the Stock Option Agreement, attached hereto, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV by [·] at the latest. Please note that failure to complete, sign or to send the Answer Form or sending it late will result in the Options being deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV

[·]

	Read and approved

	[·]

EXHIBIT 2 - Stock Option Agreement

2024 (B) GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

BETWEEN :	AGOMAB THERAPEUTICS NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Posthoflei 1 box 6, 2600 Berchem (Antwerp), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Antwerp, division Antwerp);

	duly represented for the purposes of this agreement by [·];

	hereafter the Company,

AND:

[·],

hereafter the Beneficiary,

IT IS PROVIDED AS FOLLOWS:

The Company has created a 2024 (B) Global Stock Option Plan, “The 2024 (B) Global Stock Option Plan – AGOMAB THERAPEUTICS NV”, in favor of key managers, employees, directors, outside consultants and/or advisors of the Company or its Affiliates, a copy of which is annexed to this Stock Option Agreement.

The Company is ready and willing to grant a limited amount of Options to the Beneficiary. The Beneficiary hereby declares to accept the Regulations.

In accordance with clause 6.2 of the Regulations, any such Grant of Options in relation to the 2024 (B) Global Stock Option Plan is subject to the signing by the Beneficiary of a Stock Option Agreement (the Agreement).

THE PARTIES HEREBY AGREE:

Unless a contrary intention appears, all terms in this Agreement have the same meaning as defined in the Regulations.

The Company has offered [·] Options to the Beneficiary, on [date]. The Beneficiary will notify his/her/its acceptance or partial acceptance or refusal of the Options by means of the Answer Form by [date] at the latest.

The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

The vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

15 June to 30 June (inclusive); and

15 October to 31 October (inclusive).

The Options are subject to the Type A Leaver, Type B Leaver and Type C Leaver provisions in accordance with the terms and conditions of the Regulations.

All non-exercised Options coming to their expiration date, i.e., after ten (10) years as of their issuance ([date] 2034), become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with clause 5.4 of the Regulations.

The Beneficiary hereby acknowledges and accepts that the transferability of the Shares could be further limited pursuant to a change in the Company’s articles of association, after a resolution of the general shareholders’ meeting of the Company.

The Beneficiary hereby acknowledges and accepts that certain limitations of transferability, in case of a possible event in the financial markets, could be applied to the Shares.

The Beneficiary hereby acknowledges and accepts that he/she/it can be obliged to transfer, but not sell, all Options and/or Shares, issued upon exercise of one or more Options, held by such Beneficiary to a holding structure (“stichting” / “fondation”) or other similar entity in accordance with applicable laws, to be incorporated and to be controlled by the Company (or an existing holding structure or other similar entity, as the case may be).

The 2024 (B) Global Stock Option Plan and the resulting potential Option was granted by the Company on an extraordinary basis and, therefore, cannot be consolidated; it is not taken into consideration for the calculation of any other type of remuneration or voluntary Social Security improvement systems implemented by the Company or any Affiliate; it shall not be taken into account for the calculation of any compensation/ severance pay to which the Beneficiary is entitled as a result of the termination of his/her/its employment or service contract; nor can it be understood, under any circumstances, to be a condition with benefits in favor of the Beneficiary in the future.

10.

The 2024 (B) Global Stock Option Plan does not grant any Beneficiary the right to keep their employment, mandate or service relationship at the Company or the relevant Affiliate. The rights and obligations of the Beneficiary under the terms and conditions of their contract of employment, mandate or service contract shall not be affected by their participation in the 2024 (B) Global Stock Option Plan.

11.

The Beneficiary hereby acknowledges and accepts that by signing this Agreement and by not expressly rejecting the Options (in part or in full), he/she/it can be liable for social security contributions and taxes relating to the Grant and/or exercise of these Options pursuant to applicable local laws.

12.

13.

The Beneficiary hereby acknowledges and accepts that (i) any convocation to a general meeting of shareholders of the Company addressed to the Beneficiary in accordance with the provisions of the Belgian Code of Companies and Associations, as well as (ii) any notice in connection with this Agreement, shall be validly given to the Beneficiary, in accordance with Article 2:32 of the Belgian Code of Companies and Associations, if sent by email to the following email address:

[E-mail address].

14.

15.

[Insertion of specific clauses related to the (tax) treatment of the Options in connection with the country of which the Beneficiary is a tax resident.]

Done on _______________ .

The Company		The Beneficiary

EXHIBIT 3 — Answer Form

2024 (B) GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned

(NAME)

domiciled / having its registered office at

(FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned 2024 (B) Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement.

The undersigned hereby notifies his/her/its decision in respect of the Grant dated ________________________ (DATE). He/She declares:

Please tick ONE option

-	to accept all the _____________ Options offered.

-	to accept _____________ out of the _____________ Options offered.

-	to refuse all the _____________ Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [·] (rounded) per Share subject to the Options.

Done on ____________

Signature

Important:

1) This document must be returned to [·] by [·] at the latest, duly completed and signed.

2) Failure to sign or send this document in time will result in the Options being deemed to have been fully refused.

EXHIBIT 4 — Exercise Form

2024 (B) GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

The undersigned

(NAME)

domiciled / having its registered office at

(FULL ADDRESS)

hereby declares to exercise the following Options, in accordance with the conditions set out in the Stock Option Agreement of ______________(DATE):

________________(NUMBER) Options, attributed on ________________ (DATE) at the Exercise Price of ________________ (AMOUNT) EUR = ________________ (AMOUNT) EUR

Total amount:________________EUR

This total amount will be paid to the account N° [·] (NUMBER) for value [·] (DATE) at the latest.

Done at ________________ on ________________



Signature

Please send this document by [·] at the latest to [·] duly completed and signed.

Exhibit 10.10 

MRenT1V2

[logo:] Federal Public Service FINANCE

FPS Finance

Sender: Gaston Crommenlaan 6 - 9050 Ghent

MyRent

Proof of registration

	DOCUMENT INFORMATION
	Type of deed:	LEASE AGREEMENT - COMMON LAW
	Barcode of the deed:	2023122900010350467
	Registration reference number:	2024G26620000000003343591

AUTHORIZED OFFICE

G26 Office Rechtszekerheid [Legal Certainty] Antwerp 2

Italiëlei 4

2000 Antwerp

Tel: 02 572 57 57

Email: rzsj.kantoor.antwerpen2@minfin.fed.be

	CONTRACT DETAILS
	Lessor (limited to the first 2 lessors):	444420940 RING BUILDING NV, [***]
	Lessee (limited to the first 2 lessees):	674527310 AgomAb Therapeutics NV, [***]
	Location of the property:	2600 Berchem Posthoflei 1-3-5
	Registration date:	01/15/2024
	Amount of the fees and penalties:	€3,593.70 (fees) - €0.00 (penalties)

The Legal Certainty Office

WWW.FIN.BELGIUM.BE

PATRIMONY DOCUMENTATION · FEDERAL PUBLIC SERVICE FINANCE

[logo:] FRANKLIN BUILDING

LEASE AGREEMENT

OFFICES

RING BUILDING NV

(LESSOR)

AGOMAB THERAPEUTICS NV

(LESSEE)

Franklin Building - Office Lease	Page 1 of 38	Lessee’s Initials:	DS [signature]
			DS [signature]
		Lessor’s Initials:

BETWEEN

Ring Building NV, with registered office at [***], duly represented herein by:

FORTIM NV, with registered office at [***], represented by its permanent representative, Mr. Michael Lisman;

FINTEA MANAGEMENT & CONSULTING SERVICES BV, with registered office at [***], represented by its permanent representative, Mr. Tom Eeckhout.

Hereinafter referred to as “the Lessor”;

AND

AgomAb Therapeutics NV, with registered office at [***], duly represented herein by two directors, jointly:

Tim Knotnerus, CEO Director

John Haurum, Chair Director

Hereinafter referred to as “the Lessee”;

The Lessee and the Lessor are hereinafter jointly referred to as “the Parties” or individually as “the Party”.

IT WAS AGREED AS FOLLOWS:

The Lessor is the owner of the building consisting of commercial spaces, offices, and parking areas, known as the Franklin Building, located at 2600 Berchem (Antwerp), Posthoflei 1-3-5 (hereinafter “the Building”).

The Parties agree to enter into a Lease Agreement under the Special and General Conditions set out hereinafter (“the Agreement”).

Moreover, the following Annexes shall be attached to the Agreement, of which the Parties acknowledge knowing, and which establish their mutual agreements, with the same legal effect as the Agreement. All Annexes shall form an integral part of the Agreement.

Annex 1 : Plans

Annex 2 : Bank Guarantee

Annex 3 : Internal Rules and Regulations

Annex 4 : Incoming inspection report

Annex 5 : EPC Certificate

Franklin Building - Office Lease	Page 2 of 38	Lessee’s Initials:	DS [signature]
			DS [signature]
		Lessor’s Initials:

The Agreement and its Annexes constitute the entirety of the contractual relationship between the Lessee and the Lessor, and supersede all prior proposals and/or commitments, whether written or verbal, between the Parties concerning the Agreement.

In accordance with Articles VI.104 and VI.104/1 of the Economic Law Code, each Party acknowledges that it has in fact negotiated each provision (both the Special Conditions and the General Conditions) with the other Party and that it has accepted each provision after having understood its content and implications, deeming these implications to be fair, balanced, and appropriate in light of the Agreement. The terms of the Agreement shall, therefore, always take precedence within the meaning of Article 5.23, paragraph 2 of the Civil Code.

In the event of a conflict between the provisions of the Special Conditions and the General Conditions, the Special Conditions of the Agreement shall prevail. In the event of a conflict between the provisions of the Agreement and its Annexes, the Agreement shall prevail.

Franklin Building - Office Lease	Page 3 of 38	Lessee’s Initials:	DS [signature]
			DS [signature]
		Lessor’s Initials:

I. SPECIAL CONDITIONS

1.	Description of the leased premises

1.1.          The Lessor leases to the Lessee, who accepts, the rental units described hereinafter in the Building as indicated on the plans in Annex 1 (“the Leased Premises”):

Type	Level	Number	Units	Gross indicative area (m²)	Ref.
Offices	2	2A	418	406	2-A-l
Offices	2	2B	337	328	2-B-l
Offices	2	2C	376	366	2-C-l
Indoor parking spaces	-1	52-56 and 104-108	80	N/A	1-P-052; 1-P-053; 1-P-054; 1 P-055; 1-P-056; 1-P-104; 1-P-105; 1-P-106; 1-P-107; 1-P-108
Outdoor parking spaces	0	8; 19; 23-26; 57-60	50	N/A	0-P-008; 0-P-019; 0-P-023; 0-P-024; 0-P-025; 0-P-026; 0-P-057; 0-P-058; 0-P-059; 0-P-060

2.	Duration

2.1.          This Agreement shall enter into force on 12/12/2023 with respect to the office spaces with reference 2-A-1, the ten (10) outdoor parking spaces, and the five (5) indoor parking spaces with references 1-P-104, 1-P-105, 1-P-106, 1-P-107, 1-P-108.

The lease with respect to the office spaces with references 2-B-1 and 2-C-1, as well as the five (5) indoor parking spaces with references 1-P-052, 1-P-053, 1-P-054, 1-P-055, and 1-P-056, shall, however, only come into effect on 08/01/2024 and shall be made available to the Lessee from that date.

2.2.          The Agreement is concluded for a term of nine (9) consecutive years starting from 12/12/2023, and shall terminate automatically on 12/11/2032, without notice, by the mere expiry of the term.

Franklin Building - Office Lease	Page 4 of 38	Lessee’s Initials:	DS [signature]
			DS [signature]
		Lessor’s Initials:

2.3.          The Lessee reserves the right to terminate the Agreement on 12/11/2026, subject to a notice period of six (6) months, communicated to the Lessor by registered letter, and on 12/11/2029, subject to a notice period of twelve (12) months, communicated to the Lessor by registered letter.

The Lessee shall owe a termination fee to the Lessor equal to:

Three and a half (3.5) months’ base rental price in accordance with Article 3 of the Special Conditions in the event of termination on 12/11/2026;

One and a half (1.5) months’ base rental price in accordance with Article 3 of the Special Conditions in the event of termination on 12/11/2029.

The termination fees referred to in this Article shall not be owed by the Lessee to the Lessor if the following conditions are cumulatively met:

During the notice period, the Lessee shall propose a new prospective lessee to the Lessor, or the Lessor shall find a new prospective lessee willing to take over the Leased Premises under at least the same conditions, in particular but not limited to obtaining a minimum market rental price of €140.00/m²/year, adjusted for indexation, from the new prospective lessee;

The Lessor agrees to this new prospective lessee;

A new lease agreement shall be concluded by the Lessor with the prospective lessee referred to in point (1), with the lease commencing from the moment the Agreement with the Lessee has been terminated.

In the event that the new prospective lessee is introduced by the Lessor itself, the Lessee shall reimburse the Lessor for the brokerage and advertising costs incurred by the Lessor to find this prospective lessee, up to a maximum equal to the applicable termination fee at that time (i.e., 3.5 months’ rent after the 3^rd year and 1.5 months’ rent after the 6^th year).

2.4.          The Lessor has the right to terminate the Agreement on 12/11/2029, subject to a twelve (12) month notice period given to the Lessee by registered letter.

2.5.          The Lessee shall only be entitled to take possession of the keys after payment of the initial advance payments for costs and charges, the signing of the incoming inspection report by both Parties in agreement, and provided that the security deposit has been validly constituted in accordance with the provisions of this Agreement.

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3.	Rental Price

3.1.          This annual base rental price is mutually agreed upon at an amount of €181,500.00, and is composed as follows:

Offices	€159,500.00
Outdoor parking spaces	€12,500.00
Indoor parking spaces	€9,500.00

3.2.          The Parties expressly agree that this total rental price shall be payable from 12/12/2023, subject to the provisions further set out in Article 3.4 of the Special Conditions. The rental price is payable in accordance with the provisions of the General Conditions and into the account of the Lessor.

3.3.          The rental price shall be adjusted annually (on December 12 of each year, starting from December 12, 2024) in accordance with the provisions of the General Conditions. The base index figure is the index figure of the month preceding the signing of the Agreement.

The Parties expressly agree that on the first anniversary of the Agreement, being 12/12/2024, the indexation shall be calculated on the total rental price in accordance with Article 3.1 of the Special Conditions. The amount of the rental price adjustment corresponding to the period prior to the lease of the office spaces with references 2-B-1 and 2-C-1, as well as the five (5) indoor parking spaces with references 1-P-52, 1-P-53, 1-P-054, 1-P-055, and 1-P-056, i.e., for the period from 12/12/2023 to 07/31/2024, shall be deducted by the Lessor from the rental price invoice as of 12/12/2024. This adjustment shall be made once by means of a credit note, which shall be sent by the Lessor to the Lessee together with the notice in accordance with Article 5.3 of the General Conditions (as amended in Article 10 of the Special Conditions).

The arrangement in the preceding paragraph shall only apply to the adjustment of the rental price on the first anniversary of the Agreement.

3.4.          By way of an exceptional, personal, and one-time measure, the Lessor grants the Lessee a rent-free period equal to an amount of [***], which shall be applied from the commencement date of the Agreement until the amount is fully utilized. This rent discount is granted to the Lessee on the express condition that the Lessee complies with all of its obligations under the Agreement throughout the entire term of the lease, in particular, but not limited to the provisions regarding the bank guarantee and the payment of the rental amount and advance payments for costs and charges.

This rent-free period shall not affect the other provisions of this Agreement, including, but not limited to, the provisions regarding the security deposit and the payment of advance payments.

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In the event of failure by the Lessee to strictly comply with all lease conditions, the rent discount provided for in this Article shall not apply, and the Lessor shall be entitled to claim the full rental price from the commencement of the Agreement.

This rent discount is granted in particular on the express condition of compliance with the terms of the Agreement, as set out in Article 2.2 of the Special Conditions, subject to Article 2.3 of the Special Conditions. However, if the Agreement is terminated before the end of this term at the Lessee’s expense, in accordance with Article 15 of the General Conditions, the Lessee shall repay to the Lessor the amount received by virtue of this rent-free period. In such a case, Article 8 of the General Conditions shall apply.

Advance payments for costs and charges

4.1           The Lessee shall pay advance payments for common costs owed by the Lessee in accordance with Article 7A of the General Conditions, and for individual costs that cannot be paid directly by the Lessee to the relevant company, increased by VAT and advance payments for property tax, regional/municipal taxes, in accordance with Article 7B of the General Conditions.

These advance payments are payable in accordance with the provisions of the General Conditions and into the account of the Lessor, and shall be determined on an annual basis as follows:

For the period from 12/12/2023 to 07/31/2024:

Type	Service charges (excl. VAT)	Taxes
Offices	€16,240.00	€6,090.00
Outdoor parking spaces	€550.00	€600.00
TOTAL	€16,790.00	€6,690.00

From 08/01/2024:

Type	Service charges (excl. VAT)	Taxes
Offices	€44,000.00	€16,500.00
Indoor parking spaces	€850.00	€930.00
Outdoor parking spaces	€550.00	€600.00
TOTAL	€45,400.00	€18,030.00

5.	Bank Guarantee – Initial Amount

5.1.          The Lessee shall provide a security deposit in accordance with the provisions of the General Conditions, in an amount equal to six (6) months’ rent, i.e., an initial amount of €90,750.00.

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Bank Account – Administrator

6.1.          The Lessor has appointed, as administrator for its properties in the Building, the company ALL YIELD NV, with registered office at [***] (hereinafter “the Administrator”).

6.2.            All amounts payable to the Lessor under this Agreement shall be validly paid to the following account number, or to any other account that may be notified by the Lessor: [***].

Expert inspection report

7.1.          For the preparation of the inspection report in accordance with Article 17 of the General Conditions, the Parties jointly appoint:

Mr. JOHAN DE PREZ, surveyor and real estate expert

[***]

ASAM SA, surveyor and real estate expert

[***]

7.2.          After completion of the works by the Lessee in accordance with Article 9.2 of the Special Conditions and by the Lessor in accordance with Article 9.3 of the Special Conditions, an addendum to the incoming inspection report shall be drawn up in accordance with Article 7.1 of the Special Conditions and Article 17 of the General Conditions.

7.3.          After completion of the works by the Lessor in the offices referenced 2-B-1 and 2-C-1 in accordance with Article 9.1 of the Special Conditions, an addendum to the incoming inspection report shall be drawn up in accordance with Article 7.1 of the Special Conditions and Article 17 of the General Conditions.

Registration

8.1.          Only for the collection of registration duties, the Parties estimate the costs and charges imposed on the Lessee by the Agreement at 10% of the annual rental price.

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(FURNISHING) WORKS

9.1.          The Lessor is willing, at its own expense, to carry out the following works in the Leased Premises, prior to the respective commencement date of the lease, subject to force majeure:

Creation of an open-plan space by removing the existing interior walls;

Removal of the current three (3) entrance door(s) and the installation of new glass RF entrance door(s) (door type as used by the lessee The House of Development NV in the Building). Any modifications required as a result of the Lessee’s connection to the alarm and/or access control system are not included;

Smoothing/leveling the existing pillars where necessary and painting them in a neutral color (white or similar);

Painting all fixed walls in a neutral color (white or similar);

Replacement of all existing ceiling tiles;

Replacement of the existing fluorescent lighting with LED lighting;

Thorough cleaning of the window frames;

Inspection and statutory certification of the HVAC system.

This agreement does not affect the Lessee’s contractual obligations regarding the maintenance and repair of the Leased Premises at the end of the Agreement.

9.2.          The Lessee undertakes, after the respective commencement date of the lease, to remove the existing carpet and install a new carpet and/or equivalent flooring in the Leased Premises, using quality materials, in consultation with the Lessor and in compliance with the procedure set out in Article 9 of the General Conditions of the Agreement.

On the condition that the Lessee submits the invoices it has paid for the execution of these works in accordance with the Lessor’s approval, the Lessee shall benefit from an additional rent discount on top of and following the rent-free period provided for in Article 3.4 of the Special Conditions, up to a fixed maximum amount of €22,997.70. The Lessor shall deduct the aforementioned invoices received from the Lessee (taking into account the aforementioned maximum amount) from the invoicing of the rents following the rent-free period provided for in Article 3.4 of the Special Conditions.

9.3.          The Lessor shall arrange for the disconnection of the charging stations from the low-voltage panel and the electricity meter of the Leased Premises as soon as possible after the signing of the Agreement. The Lessor shall inform the Lessee in due time about the schedule and the exact timing of these works. This disconnection shall also be jointly recorded by the Parties in the addendum to the incoming inspection report, in accordance with Article 7.2 of the Special Conditions of the Agreement.

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10.

Special Deviating Provisions

The Parties have agreed to the following additional deviations:

Regarding the General Conditions of the Agreement:

With regard to Articles 1.1 and 17.1, the Lessor hereby declares that it has no knowledge of any easements by which the Leased Premises may be encumbered or benefited.

Article 5.3, 1^st sentence, is replaced by the following: “The adjustment of the rental price based on the above formula shall be made by the Lessee following timely notification by the Lessor.”

In Article 6.3, 1^st sentence, the terms “six (6) months” are replaced by “four (4) months”.

Article 6.7 is replaced by the following: “Independent of this security deposit, and in accordance with Article 1752 of the former Civil Code, the Lessee must equip the Leased Premises with furniture and furnishings of sufficient value to secure at least six months of the applicable rental price.”

In Article 7.12, 2^nd paragraph, last sentence, the terms “ten (10) working days” are replaced by “thirty (30) calendar days”;

In Article 7.17, 3^rd paragraph, last sentence, the terms “ten (10) working days” are replaced by “thirty (30) calendar days”;

In Article 8.2, the interest rate of 10% is replaced by the statutory interest rate applicable as provided for in the law of August 2, 2002, on combating late payment in commercial transactions;

The following sentence in Article 11.1 shall be deemed not written: “Furthermore, the Lessee unconditionally waives any claim that it could file under Articles 1386 and 1721 of the former Civil Code.”

Article 14.2 is supplemented with the following sentence: “If, as a result of a partial expropriation of the Leased Premises, the Lessee demonstrates that the normal use of the Leased Premises has become impossible, the Agreement shall also terminate on the date on which the expropriating authority takes possession of the Leased Premises.”

Article 16.2, 2^nd sentence, is replaced by the following: “The Party invoking force majeure must inform the other Party of the reason for the inability of performance within a period of eight (8) calendar days and by registered letter.”

Article 18.2 is replaced by the following: “In the event of a transfer of all or part of the Leased Premises and/or the Building, or in the event of a change of control of the Lessor’s company, the buyer or Lessor may terminate the Agreement without any compensation being due, within three (3) months after the sale or change of control, with a notice period of eighteen (18) months, served by registered letter and clearly stating the reasons for termination.”

In Article 19.1, the last sentence shall be considered as not written.

Article 19.3, 2^nd paragraph, shall be considered as not written.

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Article 22.1, last sentence, is replaced by the following: “The Lessee furthermore undertakes to comply at all times with the laws and regulations applicable to its activity, as well as with any reasonable written instruction given by the Lessor or its Administrator.”

With regard to Article 23.1, the Lessor declares that, as soon as possible after signing the Agreement, it will provide signage for the Lessee in the common areas of the Building, following the example of the existing lessees.

Regarding the Internal Rules and Regulations:

Article 18, the last sentence in fine, is supplemented with the following terms: “without prejudice to Article 11 of the General Conditions of the Agreement”.

The provisions of this Article are strictly personal to the Lessee and may not be transferred, even in the context of a permitted transfer.

11.

Confidentiality

The financial terms and conditions set out in this Agreement are strictly confidential and shall be respected by the Lessee, provided that (i) the Lessee may share this information with its directors, existing and potential shareholders, and its professional advisors, and (ii) the Lessee may disclose this information if required to do so in order to comply with its legal or regulatory obligations.

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II. GENERAL CONDITIONS

Object

1.1.          The Lessor leases to the Lessee, who accepts, the Leased Premises as described in Article 1 of the Special Conditions of this Agreement, together with all easements by which they may be encumbered or benefited.

1.2.          The Lessee is well acquainted with the Leased Premises, having inspected them, and declares that no further description is required other than that set out in the inspection report, which was jointly prepared by the Parties prior to the commencement of the lease.

1.3.          The areas mentioned in the Special Conditions are provided for indicative purposes only. The Parties may not request an increase or decrease in the rental price if the stated areas prove to be incorrect.

Purpose/Zoning – Urban Planning

2.1.          The Leased Premises, as set out in Article 1 of the Special Conditions, may be used exclusively as follows: the office space is leased solely for use as offices; the parking spaces may only be used for the parking of cars, light commercial vehicles, and motorcycles; and the storage rooms may only be used for storing goods. The storage of hazardous (toxic, highly flammable, etc.) products in the Leased Premises is expressly prohibited.

2.2.          If the Lessee changes this permitted use without the prior, specific, and written consent of the Lessor, the latter shall have the right to demand termination (in accordance with Article 15 of the General Conditions) of the Agreement to the detriment of the Lessee, as the Parties expressly agree that any change in use constitutes a serious contractual breach.

2.3.          The designation of the use of the Leased Premises does not constitute any commitment or obligation on the part of the Lessor to ensure that this use is or will remain guaranteed, except in cases of willful concealment or fraud. The Lessor shall make reasonable efforts to preserve the permitted use of the Leased Premises.

2.4.          It is expressly agreed that the Lessee alone is responsible for obtaining all necessary information, strictly complying with all urban planning regulations, and, to the exclusion of any responsibility of the Lessor, obtaining all necessary authorizations and permits for the operation of its activity. The Lessee accepts and declares that it will comply with all obligations arising therefrom and will be responsible for all formalities in this regard.

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In the context of its operations, the Lessee shall comply with all legal and regulatory requirements.

2.5.          Both upon the commencement of the Agreement and during its term, the Lessee shall, at its own expense, carry out all works, modifications, or extensions of the Leased Premises necessary to bring the Leased Premises into compliance with the agreed use, as well as with all legal, administrative, professional, or other existing or future regulations, regardless of the scope, concerning the nature of its operations, hygiene, health, public safety, or workplace safety. The Lessee undertakes to carry out these works at its own expense and under its sole responsibility, without involvement of the Lessor, and to perform these works in a workmanlike manner using quality materials.

2.6.          Under no circumstances shall any restrictions, obligations, or changes related to the activity that the Lessee carries out or intends to carry out in the Leased Premises release the Lessee from its obligations under the Agreement, and in particular from the obligation to continue the lease and pay the rental amount. In such a case, he shall request the Lessor’s consent for a change in the use of the Leased Premises in accordance with the applicable laws or regulations.

2.7.          Accordingly, the Lessee must personally ensure the payment of all amounts, levies, taxes, and other charges related to the activities it carries out in the Leased Premises or for the use of the Leased Premises.

2.8.          If the Lessee carries out an activity without possessing the required permits, it shall be liable for all harmful consequences that may result for the Lessor, and must indemnify the Lessor against all claims, complaints, or other demands that may be brought against it as a result of such activity.

2.9.          Except insofar as deviated from in this Agreement, and for all matters not expressly provided for in this Agreement, this lease shall be governed by general law and the customary practices regarding the lease of offices.

2.10.        Under no circumstances may the Lessee use the Leased Premises for purposes that would cause this Agreement to fall under the application of the Act of April 30, 1951, on Commercial Leases. The Lessee is also prohibited from holding a public sale in the Leased Premises.

Term – Commencement

3.1.            The lease commences on the date specified in Article 2.1 of the Special Conditions. Upon the expiry of the period referred to in Article 2.2 of the Special Conditions, this Agreement shall cease to have any effect, unless the Agreement is extended with the mutual and written consent of the Parties.

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3.2.          Under no circumstances may the Agreement be tacitly extended. The mere fact that the Lessee continues to use the Leased Premises after the expiry of this Agreement, and/or continues to pay rent, shall in no case be considered as a tacit extension of the lease or a renewal of the tenancy. Any extension of the Agreement shall be subject to a written agreement between the Parties. If the Lessee wishes to obtain any extension of the Agreement, the Lessee shall submit a written request to the Lessor, at least twelve (12) months before the end of the Agreement, by registered mail. If the regime of Article 1738 of the (former) Civil Code were to apply, the Agreement may at any time be terminated by either Party with six (6) months’ notice given by registered letter. This provision shall in no way confer any right on the Lessee to any potential extension.

3.3.          The term of this Agreement and its fundamentally non-terminable nature, except as may be otherwise provided for in the Special Conditions, constitute essential conditions of the Agreement, without which the Lessor would not have entered into the contract, and which formed the basis for determining the lease conditions.

Rental Price

4.1.          The lease is granted and accepted in consideration of the payment of the annual base rental price set out in the Special Conditions.

4.2.          The rental price shall be payable in advance on a quarterly basis, no later than the first day of each new quarter (i.e., January 1, April 1, July 1, and October 1 - these dates shall be considered as due dates). The rental price for the period between the commencement of the lease and the first due date shall be payable no later than the commencement date of the Agreement.

4.3.          The rental price shall become automatically due on the due date. The expiry of the stipulated term shall constitute a formal notice of default.

4.4.          The rental price due for the period between the commencement of the lease and the end of the first quarter of the lease shall be calculated on a pro rata basis. The rental price for the period preceding the end of the lease shall also, where applicable, be reduced on a pro rata basis.

Indexation

5.1.          The Parties expressly agree that the base rental price mentioned in Article 3 of the Special Conditions is linked to the health index published in the Belgian Official Gazette.

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5.2.          Without ever being lower than the base rental price, the rental price shall be adjusted each year on the anniversary of the commencement of this Agreement according to the following formula:

	Base rental price x new index figure
	Base index figure

For the purposes of this Article, it is specified that:

The base rental price is that which was agreed upon in the Special Conditions, excluding the costs and charges imposed on the Lessee under this Agreement.

The new index figure is the index figure of the month preceding the anniversary of the commencement date.

The base index figure is the index figure specified in the Special Conditions.

5.3.          The adjustment of the rental price based on the above formula shall be made automatically by the Lessee without the need for a formal notice of default from the Lessor. Any silence on the part of the Lessor can in no case be interpreted as a waiver of the right to annual indexation. It is expressly agreed that such a waiver by the Lessor can only be established by a written agreement signed by the Lessor.

5.4.          If the “health index” is no longer mandatorily applicable to lease agreements, the rental price amount shall be linked to the consumer price index. In the event that the calculation basis of the consumer price index is changed or the index is abolished, the Parties expressly agree to link the rental price to the new system that replaces this index, provided that the rental price shall in no case be lower than the last rental price calculated based on the previous method of calculating the index.

In the absence of a new criterion for indexation, the base rental price shall be indexed based on the cost of living. The Parties shall use all reasonable efforts to agree on a replacement formula.

5.5.          If mandatory legislation or regulations were to affect the economic balance of the Agreement, for example by prohibiting the indexation of the rent amount or by stipulating that property taxes cannot be charged to the Lessee, the Parties declare that they wish to maintain the economic balance as it existed at the time of entering into the Agreement or at the last modification of the lease conditions.

In order to determine the necessary amendments to the Agreement, and in particular the adjustment of rental amounts necessary to maintain the economic balance, an expert shall be appointed by the Parties by mutual agreement, or, failing such agreement, by the competent Justice of the Peace at the request of the most diligent Party. The Parties shall entrust this expert with the task of amending the Agreement, and in particular the rental price, in order to maintain the economic balance, regardless of mandatory legislation or regulations, or unforeseen circumstances that have arisen since the last determination of the lease conditions, provided that the rental price shall not, however, be lower than the initial base rental price or the rental price set following the last adjustment.

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Guarantee

6.1.          As guarantee for the proper performance of the Lessee’s obligations, the Lessee shall, no later than the commencement date of this Agreement, provide a guarantee in favor of the Lessor for an initial amount as set out in the Special Conditions.

6.2.          The guarantee shall take the form of an autonomous, unilateral, irrevocable, and abstract bank guarantee, payable on first demand (callable by registered mail), issued by a Belgian banking institution of good reputation and sound financial standing with its registered office in Belgium, and governed by Belgian law, approved by the Lessor. The guarantee secures any contractual claim that the Lessor may bring against the Lessee under the Agreement or arising from circumstances occurring during the term of the Agreement. In the event of a call on the guarantee, the amount requested shall be unconditionally paid by the bank to the Lessor, regardless of any objection by the Lessee.

6.3.          The bank guarantee shall commence on the commencement date of this Agreement and shall remain in force for the entire duration of the Lessee’s occupancy, including in the event of renewal, express or tacit extension, until it is established that the Lessee has fulfilled all of its obligations under this Agreement, with a minimum of six (6) months after the Lessee’s departure and in no case earlier than the end date of the Agreement. This guarantee may not be revoked without the formal and written consent of the Lessor. The guarantee shall be transferable to any eventual purchaser of the Building or the Leased Premises.

6.4.          The Lessee may under no circumstances offer the guarantee, in whole or in part, as payment of its contractual debts under the Agreement or arising from circumstances occurring during the term of the Agreement. In the event of default by the Lessee, the Lessor may, however, use the guarantee to offset the arrears of rental price, advance payments, and more generally, any amounts owed by the Lessee to the Lessor.

6.5.          The amount of the guarantee shall be adjusted each time the rental price increases by 10% as a result of the indexation pursuant to Article 5 of the General Conditions. If the Lessor uses the guarantee in whole or in part, the guarantee must be replenished so that it is at all times in favor of the Lessor at least equal to the amount specified in the Special Conditions.

6.6.          The Parties expressly agree that the failure of the Lessee to make the guarantee valid constitutes a serious breach, on the basis of which the Lessor may seek the judicial termination of the Agreement at the Lessee’s expense.

6.7.          Independent of this guarantee, and in accordance with Article 1752 of the former Civil Code, the Lessee must equip the Leased Premises with furniture and furnishings of sufficient value to secure one (1) year of the applicable rental price.

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Costs and charges

Costs

Individual costs

7.1.          All costs, consumption, and charges relating to the Lessee’s occupancy shall be borne by the Lessee, in particular the fees and costs for the consumption of water, gas, heating oil, and electricity of the private premises, as well as the fees and costs for the installation and rental of meters and measuring devices.

7.2.          The individual electricity consumption within the leased office space shall be determined using a dedicated meter for the Lessee. The Lessee must conclude a contract directly with a Belgian energy supplier.

7.3.          The Lessor reserves the right to bill water and gas based on actual consumption in the future, to pass on the cost to the Lessee, and to request a provision from the Lessee for this purpose.

7.4.          Any subscriptions for telephone, fax, cable TV, and internet, as well as all related costs, such as connection fees, rental, and consumption charges, shall be borne by the Lessee. The Lessee shall make such payments directly to the relevant company.

7.5.          The Lessee is entitled to install other communication equipment. The costs for the installation and use thereof shall also be borne by the Lessee and shall be paid directly to the relevant company.

7.6.          The Lessor does not guarantee the connection to or the proper functioning of any distribution or communication network.

7.7.          If in the future, the division of a floor results in the private use of certain common areas, the costs and charges related to such use shall be borne solely by the respective users of that floor. The maintenance of the relevant common areas in private use shall not be the responsibility of the Lessor or its Administrator, except by express agreement between the Parties.

Service Charges

7.8.          The Lessee shall contribute its pro rata share of the service charges relating to the Building, based on the number of units of the Leased Premises and their respective functions, as set out in Article 1 of the Special Conditions, relative to the total number of units in the Building. The total number of units in the Building amounts to 12,560. These service charges are subject to VAT.

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These costs are calculated based on the allocation keys used by the Lessor or its Administrator in order to individualize, as far as possible, the costs and consumption of each lessee. The Parties expressly agree that the Lessor may at any time adjust the method of calculating the common costs based on allocation keys that allow the costs and consumption of each lessee to be individualized as accurately as possible.

7.9.          The service charges relate to, among other things, the central facilities, common and service areas, and the services provided by the Lessor for the benefit of the lessees and from which the lessees derive benefit. These service charges include, among others, the following items:

the consumption of fuel, water, and electricity; the operation, inspection, maintenance, repairs, and any replacement of parts of the heating, cooling, air-handling and booster pump installations; and the installation or rental of any intermediate meters;

the consumption of fuel in the common areas;

the electrical power, operation, rental, subscription and consumption of the telephone system, as well as the inspection, maintenance, repairs and any replacement of parts of the elevator;

the electrical power, operation, rental, subscription and the use of the telephone installation system, as well as its inspection, maintenance, repairs and any replacement;

the rental of the internal telephone installation system and of other security or surveillance systems. the electrical power, operation, inspection, maintenance, repairs, and any replacement of parts of these installations;

the maintenance, electricity consumption, operation, inspection, repairs, and any replacement of parts of the lighting installations in the common and service areas, of the exterior lighting, the emergency power equipment, and of the distribution boards in general;

the maintenance of the flower boxes, the care and replacement of plants in the common areas, and the maintenance and replacement of other amenities and/or decorative features in general;

the periodic cleaning of the common areas and of the common amenities and/or decorative features;

the subscription for water supply, and the inspection, maintenance, and repairs of the central supply and drainage systems and sewers;

the risk of glass breakage, and the periodic cleaning and washing of windows in the common areas and service areas;

the periodic washing of the exterior of the windows forming part of the Leased Premises, including the maintenance, inspection, repairs, and any replacement of parts of the installations;

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costs, fees, lodging, salaries, social charges, insurance costs, and allowances, to the extent applicable, relating to the concierge and staff employed for the administration, maintenance, cleaning, supervision, and security of the Building;

the rental, maintenance, and any replacement of fire extinguishers and other fire protection systems, both in the Leased Premises (if applicable) and in the common and service areas;

the insurance premiums and deductibles relating to all policies taken out for the Building, and for its management and maintenance;

storage, transport, and collection of household waste, including replacement, as well as the rental or purchase of household waste containers;

the emptying of pits, including septic, toilet, and cesspools, and the unblocking of sanitary pipes;

the cleaning of the chimney and ventilation ducts;

the costs resulting from criminal acts or vandalism by persons whether or not associated with the Building;

any other services and special facilities which the Lessor organizes for the proper operation of the whole; and

the fee for the management of the Building.

The above list is provided for informational purposes only and is therefore not exhaustive.

Provision

7.10.        The Lessee shall pay advance payments quarterly and in advance to the Lessor for the above-mentioned service charges and, where applicable, for private use, simultaneously with the payment of the rental amount, the initial amount of which is set out in Article 4 of the Special Conditions of the Agreement.

These advance payments shall become automatically due on the due date, without prior notice of default.

The first advance payments due for the period between the commencement of the lease and the end of the first quarter shall be calculated on a pro rata basis. The advance payments relating to the period preceding the end of the lease shall, where applicable, be reduced on a pro rata temporis basis.

7.11.        The advance payments are only an estimate, and the determination of the amount of the advance payments does not entail any obligation on the part of the Lessor regarding their correspondence with the actual costs.

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7.12.        The Lessor or its Administrator shall ensure that the Lessee receives an annual statement of the actual service charges and, where applicable, private consumption. If it appears that the advance payments paid by the Lessee during the year are insufficient to cover the actual expenses, the balance shall be invoiced to the Lessee. If it appears that the advance payments paid by the Lessee during the year exceed the actual expenses, the difference shall be refunded to him or deducted from the next invoice.

The amount of the advance payments shall be adjusted periodically in order to align it with the actual costs of the preceding year. The Lessor shall inform the Lessee of any adjustment to the advance payments by means of a notice. The Lessee may contest the adjustment with reasons within ten (10) working days from the postmark of the notice, and in the absence of any response within the aforementioned period, the adjustment shall be deemed accepted.

7.13.        The VAT applicable to the service charges and individual costs shall be borne by the Lessee.

7.14.        The Lessee shall be entitled to inspect the invoices relating to the actual costs, by appointment, at the offices of the Lessor or its Administrator.

Charges

7.15.        All present and future taxes, levies, and contributions, of any kind, ordinary or special, permanent or temporary, including property tax and any other tax on real estate, taxes relating to the Lessee’s activity or the occupation of the Leased Premises, whether payable to the State, the Region, the Province, the Municipality, or any other governmental authority, which may apply to the rent or occupation of the Leased Premises, as well as VAT to the extent it is charged to the Lessee or relates to the rent, shall be borne exclusively by the Lessee. This list is not exhaustive. If the Lessee, due to its activity, is entitled to a (partial) tax exemption, it must provide the necessary certificates to the Lessor.

7.16.        The Lessor reserves the right to require the Lessee to pay advance payments, payable in advance on a quarterly basis together with the rent, in an amount as specified in Article 4 of the Special Conditions of this Agreement.

Where applicable, these advance payments shall become automatically due on the due date. The expiry of the stipulated term shall constitute a formal notice of default.

The first advance payments due for the period between the commencement of the lease and the end of the first quarter shall be calculated on a pro rata basis. The advance payments relating to the period preceding the end of the lease shall, where applicable, be reduced on a pro rata temporis basis.

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7.17.        These advance payments are only an estimate, and the determination of the amount of the advance payments does not entail any obligation on the part of the Lessor regarding their correspondence with the actual costs.

The Lessor or its Manager shall ensure that the Lessee receives an annual statement of the actual charges. If it appears that the advance payments paid by the Lessee during the year are insufficient to cover the actual expenses, the balance shall be invoiced to the Lessee. If it appears that the advance payments paid by the Lessee during the year exceed the actual expenses, the difference shall be refunded to the Lessee or deducted from the next invoice.

The amount of the advance payments shall be adjusted periodically in order to align it with the actual costs of the preceding year. The Lessor shall notify the Lessee of any increase in the advance payments. The Lessee may contest the increase with reasons within ten (10) working days from the postmark of the notice, and in the absence of any response within the aforementioned period, the increase shall be deemed accepted.

7.18.        If a statutory provision were to impose the property tax or other taxes, levies, or contributions, in whole or in part, on the Lessor, the Lessor reserves the right to restore the economic balance between the Parties by increasing the rental price by an amount equal to that of such tax, levy, or contribution.

7.19.        The Lessee shall be entitled to inspect the invoices relating to the actual costs, by appointment, at the offices of the Lessor or its Administrator.

Payment terms

8.1.          All amounts payable by the Lessee under this Agreement shall be paid to the Lessor at the bank account specified in the Special Conditions or by any other means that the Lessor may notify the Lessee of during the term of the Agreement.

8.2.          Without prejudice to the Lessor’s other rights and claims, any amount due from the Lessee shall, by operation of law and subject to a prior formal notice, accrue interest at a rate of 10% per annum from the due date, with each commenced month counted as a full month, as well as an administrative fee of €25.

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Alterations to the Leased Premises

9.1.          Except for less stringent mandatory legal provisions, the Lessee may not carry out any alterations, modifications, construction, or demolition work, other than mere repair or maintenance work, to the Leased Premises without the prior express written consent of the Lessor. When requesting consent to carry out the works, the Lessee must submit the plans and specifications relating to the proposed works to the Lessor. The Lessor’s refusal does not need to be justified, and any consent granted may be subject to certain conditions.

9.2.          The Lessor has the right to supervise or have supervised the approved works. However, such works shall be carried out solely under the responsibility of the Lessee, who shall provide the necessary insurance coverage and submit proof thereof to the Lessor no later than one (1) month before the commencement of the works. The Lessee shall indemnify the Lessor against any complaints and/or claims from anyone, including other lessees, neighbors, and third parties, arising from such works. The Lessee shall ensure that the private installations, fit-out, or alteration works in the Leased Premises do not impair the general operation of the Building.

9.3.          The Lessee must carry out the works in a workmanlike manner and may only commence the works after having obtained all necessary permits and/or approvals required for their execution.

9.4.          The works shall be carried out by recognized contractors and supervised by an architect registered with the Order of Architects, as well as a safety coordinator. The Lessee shall provide the Lessor with a list of all professionals who will be involved in these works. The Lessee shall comply with all applicable safety obligations, including those imposed by insurance companies and/or fire services. The Lessor must be invited to attend the provisional and final handovers. Under no circumstances shall the contractors use the common areas of the Building for the passage of personnel and/or materials necessary for the execution of the works, except with the prior written consent of the Lessor. In the event such permission is granted, the Lessee shall be required to have an inspection report drawn up for the common areas prior to the commencement of the works and shall be liable to compensate the Lessor for any damage that may be found in the common areas at the end of said works, without any possibility of objection.

9.5.          The Lessee’s works shall not cause any inconvenience to the other lessees in the Building. Where applicable, the Lessor may order the immediate cessation of the works and require that the Lessee’s works be carried out outside office hours.

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9.6.          At the end of the works, the Lessee shall provide the Lessor with a complete post-intervention dossier (PID). In the event of non-compliance with this obligation, the Lessee shall owe the Lessor compensation equal to the cost of preparing this PID subsequently by a safety coordinator appointed by the Lessor.

9.7.          The Lessor shall be entitled to demand the demolition and restoration of any works and alterations carried out by the Lessee in violation of this Article. To this end, he shall serve the Lessee with a formal notice of default by registered mail. If the Lessee fails or refuses to carry out the requested reconstruction, demolition, or removal within one (1) month after such formal notice of default, the Lessor shall be entitled to carry out the necessary works himself, at the expense and risk of the defaulting Lessee.

10.

Maintenance and Repairs of the Leased Premises

Obligations of the Lessor

10.1.        The Lessor shall only be responsible for major repairs in accordance with Article 3.154, §1 of the Civil Code, except for repairs whose costs clearly exceed the benefits of the property pursuant to the aforementioned Article 3.154, §1, as well as any future amendments to this Article. Also excluded are any structures or construction works erected by the Lessee or at his request, insofar as such works have not become necessary due to the fault, negligence, or culpability of the Lessee.

To be borne by the Lessee

10.2.        The Lessee shall, at his own expense, be responsible for the maintenance and all repair works that are not the responsibility of the Lessor under this Article, regardless of their nature or scope.

The Lessee is specifically obliged to keep, repair, and maintain the Leased Premises and the installations located therein, or installed by the Lessee during the term of the Agreement, in good condition, working order, safety, and cleanliness. The Lessee shall carry out repairs whenever necessary and, if required, replace anything that cannot be repaired.

The Lessee shall, at its own expense, equip the Leased Premises with all materials required in accordance with the standards and regulations, whether existing or future, of any competent administrative authority, as well as those of the Lessee’s or Lessor’s insurers.

The Lessee shall be obliged, among other things, and without this list being considered exhaustive, to maintain, repair, and replace any private installations (heating, lighting, electricity, gas, plumbing, etc.), taps, pipes and drainage, windows, doors, wall and floor coverings, curtains, blinds, sunshades, solar screens, etc.

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The Lessee shall be obliged to clean and periodically inspect the chimneys and private heating installation at least once a year, as well as upon vacating the Leased Premises, and shall provide the Lessor with the corresponding inspection certificates.

The Lessee shall also protect the pipes and installations against freezing and ensure that the sanitary installations, pipes, and sewers do not become clogged.

10.3.        The Lessor may, by registered letter, require the Lessee to carry out all repair and maintenance works for which the latter is responsible and may demand that these works be completed no later than two (2) months after the sending of the registered letter. If the Lessee fails to carry out these works after receiving the registered letter, the Lessor may, no earlier than two (2) months after the aforementioned registered letter, have these works carried out at the Lessee’s expense, without prejudice to the Lessor’s right to claim damages or to terminate the Agreement in such case.

10.4.        The Lessor may, however, assume part or all of these obligations, which under this Article are the responsibility of the Lessee, for a certain period of time. In such a case, the costs incurred by the Lessor shall be borne by the Lessee and shall form part of the common costs as referred to in Article 7A of the General Conditions.

Works Carried Out by the Lessor

10.5.        The Lessee accepts the execution of all works, even if they last more than forty (40) days, that are necessary during the term of the Agreement to enable the Lessor to duly and promptly fulfil his obligations, without any compensation or reduction of the rental price. In doing so, the Lessor shall take all reasonable measures to minimize the inconvenience to the Lessee and shall inform the Lessee in due time of the commencement and progress of the works, so as to ensure that the normal use of the Leased Premises by the Lessee remains possible.

The Lessee shall, without any compensation, grant access to the Leased Premises to the Lessor, his employees, architects, experts, workers, or any other person designated by the Lessor to inspect the condition of the Leased Premises and the Building in general, or to carry out the necessary inspections and works.

The Lessor has the right to install, maintain, use, repair, and replace pipes, ducts, and other utilities serving other parts of the Building that pass through the Leased Premises, while taking all possible measures to minimize any inconvenience caused to the Lessee by such works.

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10.6.        As soon as the Lessee becomes aware of it, he shall notify the Lessor by registered letter of any repairs for which the Lessor is responsible in accordance with the provisions of this Article, within seven (7) working days of becoming aware thereof, unless the matter is urgent (depending on the type of repair and/or nature of the damage). In the latter case, the Lessee shall immediately inform the Lessor of the necessity to carry out a repair. In the absence thereof, the Lessee shall be liable for the damage and for all other consequential losses resulting therefrom.

11.

Insurance Policies

Waiver of Recourse

11.1.        The Lessor and the Lessee mutually waive, except in the event of willful misconduct or fraud, any recourse they may have against each other in the event of damage covered by the insurance policies referred to below, for any material or immaterial damage or loss they may suffer. This mutual waiver of recourse shall be communicated by each of the Parties to their respective insurers. This waiver of recourse does not apply to the various deductibles provided for in the insurance contracts, nor to the obligations deviating from common law that are included in this Agreement. This waiver of recourse shall benefit both the Lessor and the companies of its group, as well as their staff.

Furthermore, the Lessee unconditionally waives any claim that it could bring under Articles 1386 and 1721 of the former Civil Code.

Insurance Policies to be Taken Out by the Lessee

11.2.        The Lessee is required, at his own expense and for the entire duration of the Agreement, to insure his equipment, all immovable fittings, alterations, and improvements, regardless of ownership, by means of an insurance policy covering fire and related risks, including all possible natural disasters, theft, terrorism, vandalism, and glass breakage, for an adequate amount. The Lessee shall also cover his civil liability for an amount of at least €1,250,000.

11.3.        These various insurance contracts must provide that the subrogated insurers waive any recourse against the Lessor and its Administrator and must contain a clause stipulating that such contracts may not be amended, cancelled, terminated, or invalidated except after a period of thirty (30) days commencing on the day following the date on which the insurer sends a registered letter to the Lessor notifying its intention to take such action. Failing this, the insurers shall remain bound towards the Lessor to the extent that the latter may claim all or part of the compensation arising from these contracts.

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11.4.        The Lessee shall, on his own initiative, take out any other insurance policies that may be legally required and any policies he deems useful.

11.5.        The Lessee shall provide the Lessor with a copy of the insurance certificates (containing at least the following information: maximum coverage with a description of the scope, coverage period, exclusions, and waiver of recourse) prior to the commencement of the Agreement, together with proof of payment thereof. The absence of insurance, insurance deemed inadequate, refusal, or even inability to provide the required supporting documents shall entitle the Lessor to take out or supplement the necessary insurance policies at the Lessee’s cost and expense, without prejudice to the Lessor’s right to pursue termination of the Agreement, by any legal means, on the grounds of gross negligence.

Insurance Policies to be Taken Out by the Lessor

11.6.        The Lessor shall insure the Building against fire and related risks, including all possible natural disasters.

11.7.        A summary of the terms of this policy may be provided to the Lessee upon request, so that he may, as stated above, independently and with full knowledge, take out any insurance policies and/or supplementary policies he deems necessary.

11.8.        If the activities of the Lessee or of persons for whom he is liable result in an increase in the insurance premiums payable by the Lessor and the other lessees of the Building, such increase shall be borne exclusively by the Lessee.

11.9.        All premiums and premium supplements payable by the Lessor pursuant to the foregoing obligations shall be borne by the Lessee and shall be included in the common costs, as provided above. If, however, a loss is attributable to the Lessee, the deductible shall be charged to him exclusively.

12.

Safety and Regulations

12.1.        The Lessee undertakes to provide in the Leased Premises the necessary equipment for the prevention and control of fire, in accordance with the legal requirements or the regulations of the competent administrative authority or the insurance companies of the Lessee and/or the Lessor. The Lessee shall provide this equipment at his own expense. The Lessee must furthermore comply with all applicable legal obligations in this regard.

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12.2.        Under all circumstances, the Lessee shall remain solely responsible for maintaining the Leased Premises in compliance with any legislation, regulation, instruction, or notice issued by the competent authorities, including but not limited to the ARAB (General Regulations for Labor Protection) and the AREI (General Regulations for Electrical Installations), as well as any legislation that may become applicable to the Leased Premises during the entire term of the Agreement.

12.3.        Works imposed by administrative regulations based on the Lessee’s activity shall be borne by the latter, without his being entitled, upon departure, to claim reimbursement thereof from the Lessor, nor to invoke the termination of the Agreement for any reason whatsoever. Such works shall be governed by Article 9 of the General Conditions.

12.4.        The maximum permitted load on the floors, including the weight of interior partition walls, may not exceed 300 kg/m², unless otherwise specified in the internal regulations.

13.

Assignment and Sublease

13.1.        The Lessee may not assign or sublease the Leased Premises, in whole or in part, except with the express, prior, and written consent of the Lessor, whose consent may be made subject to any conditions he deems necessary. If the Lessee wishes to assign his lease, in whole or in part, he shall submit the signed deed of assignment or sublease agreement to the Lessor, which must necessarily include a suspensive condition of obtaining the Lessor’s written approval. At the Lessor’s first request, the Lessee shall provide all reasonable and/or relevant information that the Lessor may require concerning the prospective assignee or sublessee.

13.2.        If the Lessor permits the sublease, the Lessee shall ensure that the rights and obligations provided for in the Agreement are incorporated into the sublease contract. In the absence of such an undertaking by the assignee or sublessee, the assignment or sublease may not take place, even if expressly authorized by the Lessor. The term of the sublease may never exceed the duration of the Agreement.

13.3.        If the Lessor permits the assignment or sublease, the assignor and the assignee, or the Lessee and the sublessee, shall be jointly and severally liable towards the Lessor for the performance of all obligations arising from the Agreement until the end of its term.

13.4.        The Lessee shall provide the Lessor with a copy of the registered sublease or assignment agreement within thirty (30) days of its registration.

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13.5.        It is reiterated that the designated use of the Leased Premises constitutes an essential element of the Agreement, and no assignment or sublease may be submitted to the Lessor for approval under this Article if the assignee or sublessee is unable to comply with this essential condition in the context of the operation of the Leased Premises.

13.6.        At the Lessor’s first request, the Lessee shall be obliged to immediately evict any persons occupying the Leased Premises in violation of the provisions of this Agreement.

14.

Expropriation

14.1.        In the event of expropriation for reasons of public utility of the Leased Premises and/or the Building, the Lessor shall notify the Lessee thereof. In the event of expropriation of the entirety of the Leased Premises, the Agreement shall terminate on the date on which the expropriating authority takes possession of the Leased Premises. Until that date, the Lessee shall be required to comply with all of his obligations under this Agreement.

14.2.        If the expropriation concerns only a part of the Leased Premises, the Agreement shall be terminated only with respect to the expropriated portions of the Leased Premises, as from the date on which the expropriating authority takes possession of that part of the Leased Premises. Until that date, the Lessee shall be required to comply with all of his obligations under this Agreement with respect to the entirety of the Leased Premises. Thereafter, the rental price and charges shall be adjusted in proportion to the reduction in the surface area of the Leased Premises.

14.3.        The Lessee may not claim any compensation from the Lessor. He may only seek recourse against the expropriating authority; it being understood that any compensation he may claim shall not reduce the compensation to which the Lessor is entitled.

15.

Attributable Non-Performance of the Agreement – Sanctions

15.1.        Any instance in which the Lessee fails, through his own fault, to comply with a provision of the Agreement shall entitle the Lessor, after serving a notice of default by registered letter to which no response is given within fifteen (15) calendar days of dispatch, to seek the judicial termination of the Agreement at the expense of the Lessee.

15.2.        Furthermore, the Lessor may seek the judicial termination of the Agreement in the event of bankruptcy, liquidation, dissolution, or apparent insolvency. In such cases, no prior notice of default shall be required. The Parties acknowledge that in such cases the relationship of trust is irreparably damaged and that any notice of default would be futile.

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15.3.        The Lessor’s request for termination of the Agreement shall not relieve the Lessee of its obligations, in particular those relating to the payment of the rental price, charges, and expenses up to the date of termination of the Agreement, as well as the obligation to pay any compensation for rental damage and to reimburse any fit-out works and/or rent-free periods.

15.4.        The Lessee acknowledges that any early termination of this Agreement would affect the financial balance established between the Parties upon the conclusion of this Agreement.

If this Agreement is judicially terminated at the expense of the Lessee, or in the event of termination at the initiative of the trustee in accordance with statutory provisions, the Lessee shall bear all costs arising from such termination, including legal and court fees. Furthermore, the Lessee shall owe the Lessor, by way of termination and reletting compensation, an amount fixed at a lump sum equal to six (6) months’ the rental price, increased by the advance payments for charges and expenses, it being understood that this amount may not be less than the total rental price and advance payments due up to the first statutory or contractual termination date, and without prejudice to the other provisions of this Agreement and the Lessor’s right to claim the actual damage suffered, should this be higher. This provision may not be invoked by the Lessee to claim a right to early termination.

15.5.        As an essential condition of this Agreement, the Lessee unconditionally and expressly undertakes not to invoke the exception of non-performance (and, among other things, not to withhold payment of rent or advance payments, in whole or in part) without prior judicial authorization. The application of Articles 5.98 and 5.239 of the Civil Code is expressly excluded.

15.6.        The Parties expressly declare that they exclude the sanction of price reduction provided for in Article 5.97 of the Civil Code in the event that either Party fails, through its own fault, to comply with a provision of the Agreement. Even in the event of a breach that is not sufficiently serious to justify the termination of the Agreement, the Parties may not invoke a price reduction.

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16.

Force Majeure and Exclusion of Hardship

16.1.        Except in cases of force majeure, each Party shall perform its obligations even if their performance has become more burdensome, whether due to an increase in the cost of performance or a decrease in the value of the counter-performance. The Parties expressly declare that, in the event of such a change in circumstances, Article 5.74 of the Civil Code shall not apply.

16.2.        Force majeure shall mean the occurrence of an event beyond the control of the Parties, which they could neither foresee nor prevent, and which renders performance absolutely impossible. The Lessee invoking force majeure must inform the Lessor of the reason for the impossibility of performance within a period of eight (8) calendar days and by registered letter.

17.

Inventory of Fixtures and Handover of the Leased Premises

Inventory of Fixtures

17.1.        The Leased Premises are let in the condition in which they are found on the date of signing of the Agreement, together with all easements to which they are entitled or by which they are encumbered.

17.2.        No later than on the effective date of this Agreement, a detailed and contradictory incoming inspection report shall be drawn up by an expert. The costs thereof shall be borne by the Parties in equal shares. This inspection report, together with any amendments and/or addenda thereto, shall form an integral part of this Agreement.

17.3.        A detailed and contradictory outgoing inspection report shall be drawn up no later than on the last day of the Agreement, after the Lessee has fully vacated the Leased Premises. The costs thereof shall be borne by the Parties in equal shares.

17.4.        The various property condition reports or any amendments and/or addenda shall be drawn up by the expert jointly appointed by the Parties in accordance with Article 7 of the Special Conditions. In the event this expert is not (timely) available, the Parties shall jointly appoint another expert. In the absence of agreement, the expert shall be appointed by the competent Justice of the Peace upon the unilateral request of the most diligent Party. The report of the expert appointed by the Parties or by the court shall be binding upon the Parties, without any possibility of objection or appeal.

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Return

17.5.        At the end of the Agreement, and in the event of early termination for any reason whatsoever, the Lessee shall return the Leased Premises in their original condition, in accordance with the incoming inspection report and any amendments and/or addenda thereto, and without being held liable for normal wear and tear or force majeure. It is expressly agreed that any damage caused by the removal of installations, fittings, partitions, and dividing walls shall not constitute normal wear and tear.

17.6.        All fittings, alterations, installations and/or improvements carried out by the Lessee pursuant to Article 9 of the General Conditions, which cannot be removed at the end of the Agreement, shall automatically accrue to the Lessor without any cost or compensation, and shall be left in good condition, properly maintained and repaired as necessary, without the Lessee being held liable for normal wear and tear.

17.7.        The Lessor may, however, if he so chooses, notify the Lessee by registered letter, no later than one (1) month prior to the end of the Agreement, of his intention to retain, without compensation, all or part of the fittings, alterations, installations and/or improvements carried out by the Lessee in the Leased Premises. In this latter case, the retained parts shall be left in good condition, properly maintained and repaired as necessary, without the Lessee being held liable for normal wear and tear.

17.8.        The works required for the return of the Leased Premises (for restoration to their original condition and/or repair of lease-related damage) shall be carried out by the Lessee before the end of the Agreement.

If the Lessee fails to comply with his obligation to vacate the Leased Premises in due time and to restore them to their original condition, he shall be liable to pay compensation for unavailability in an amount equal to one (1) month’s rent, increased by the advance payments for costs and charges, for each month during which the Leased Premises remain unavailable as from the end of the Agreement, without prejudice to his obligation to restore the Premises to their original condition and to the Lessor’s right to claim compensation for the actual damage suffered if greater. The period of unavailability shall be determined by mutual agreement between the Parties or, in the absence of agreement, by an expert. The minimum period is set at one (1) month, and each month commenced shall be counted as a full month. This rental price shall be the one applicable at the time of termination of the Agreement.

If the Lessee fails or refuses to carry out the requested repair works within two (2) weeks following a notice of default sent by the Lessor by registered letter, the Lessor shall be entitled to carry out the necessary works himself, at the cost and risk of the defaulting Lessee, without prejudice to the Lessor’s right to claim damages in accordance with the foregoing.

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17.9.        The Lessee undertakes to reimburse the Lessor for any compensation that the latter may be required to pay to a third party who is unable to take possession of the Leased Premises due to the Lessee’s failure to comply with his obligations at the end of the Agreement.

All amounts owed by the Lessee pursuant to this Article shall be paid to the Lessor without delay. The Lessor shall in no way be required to prove the actual performance of the works necessary for the return of the Leased Premises, nor the period of unavailability.

Upon departure, the Lessee shall provide evidence that all amounts owed in respect of private charges and other costs have been paid to the relevant suppliers.

17.10.        The Lessee shall also transfer to the Lessor all permits, authorizations, and certificates of which he is the holder.

18.

Sale of the Leased Premises

18.1.        This Agreement is transferable by the Lessor, who shall be free to transfer all or part of the Building and/or the Leased Premises to any third party of his choice.

18.2.        In the event of a transfer of all or part of the Leased Premises and/or the Building, or in the event of a change of control of the Lessor’s company, the buyer or Lessor may terminate the Agreement without any compensation being due, within three (3) months after the sale or change of control, with a notice period of six (6) months, served by registered letter and clearly stating the reasons for termination.

19.

Exclusion of Liability of the Lessor or his Successors in Title

19.1.        The Lessor shall in no event be held liable, regardless of the cause, for any inconvenience, damage, deterioration, accidental malfunction, etc., that may occur in respect of the Building’s services or the water, electricity or other technical installations serving the Building. In the event of an interruption in the services or functions of the Building, the Lessor shall make reasonable efforts to ensure the continuation of such services and/or to remedy any deficiencies. The Lessee waives any right to claim compensation or rent reduction from the Lessor in this respect, except in the event of gross negligence or fraud. The Lessee likewise waives any recourse against the Lessor for any loss, damage or inconvenience that the Lessee may suffer and for which the Lessor would be liable, except in the event of gross negligence or willful misconduct on the part of the Lessor.

19.2.        The Lessee shall ensure the security of the Leased Premises and expressly releases the Lessor and his successors in title from any liability in the event of theft, damage, riots, or any other disturbance that may occur in the Leased Premises.

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19.3.        In the event that the Leased Premises are completely destroyed by accident or force majeure during the term of the Agreement, the Agreement shall be automatically terminated by operation of law, without any compensation being due. The same shall apply in the event of partial destruction that would render the effective use of the Leased Premises impossible. In such case, the entirety of the insurance compensation relating to the Leased Premises, taken out by the Lessor, shall remain with the Lessor.

In the event of partial destruction that does not render the effective use of the Leased Premises impossible, the Lessee shall be required to continue the lease without compensation. In such case, the rental price shall be temporarily adjusted during the reconstruction of the Leased Premises, in proportion to the area that is temporarily unusable as a result of the partial destruction.

20.

Inspection of the Leased Premises

20.1.        Without prejudice to the other provisions of this Agreement, the Lessor or one of his representatives or agents may visit the Leased Premises, by appointment, in order to verify their condition or, if necessary, for any other reason, including leasing to another lessee or the need to carry out works in the Leased Premises, in adjacent premises, or in the common areas of the Building.

20.2.        During the six (6) months preceding the end of the Agreement, as well as in the event of the sale of the Leased Premises or of the Building as a whole or in part, the Lessee agrees to the placement of signs in visible locations of the Leased Premises announcing the lease or sale. Furthermore, the Lessee shall allow the Leased Premises to be visited by persons accompanied by a representative or agent of the Lessor at any time between 9:00 a.m. and 5:00 p.m., from Monday to Friday, upon prior notice from the Lessor given at least two (2) working days in advance.

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21.

Hazardous Substances

21.1.        The Lessee shall neither permit nor cause the presence, use, storage, production or discharge of any polluting, contaminating or hazardous substance in or around the Leased Premises. The Lessee shall indemnify and hold the Lessor harmless from and against any claims, demands, fines, judgments, damages, costs or liabilities arising during or after the term of the Agreement and resulting from or connected with the presence, use, storage, production or discharge of polluting, contaminating or hazardous substances in or around the Building or the Leased Premises by the Lessee, its agents, employees, contractors, visitors or guests.

The above-mentioned compensation shall include, without limitation, all costs resulting from site investigation, cleaning, removal, remediation or restoration required by any authority pursuant to any environmental law and/or regulation.

22.

Rules of Internal Order

22.1.        The Lessee undertakes to use the Leased Premises as a prudent and reasonable person and not to carry out any noisy activity or any activity that could disturb the other occupants of the Building. The Lessee furthermore undertakes to comply at all times with the laws and regulations applicable to its activity, as well as with any instructions, even verbal, given by the Lessor or its Administrator.

22.2.        The Lessee shall strictly comply with the provisions of the Building Regulations, of which he declares to have received a copy, to have taken due note, and to accept the full contents thereof.

The Lessee shall comply with any additions, amendments or improvements made to these Regulations, which shall be binding upon him as from written notification by the Lessor or its Administrator, sent by registered letter.

22.3.        The Lessee shall ensure that its staff and visitors comply with these Regulations, as well as with all obligations arising from this Agreement.

23.

Advertising Signage

23.1.        The Lessee shall not place any sign, board, advertisement or poster on the exterior walls, windows, or in the common areas (lifts, hallways, entrance, doors, etc.) of the Building, except with the prior written consent of the Lessor.

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In granting such consent, the Lessor may impose certain conditions and requirements regarding the size, shape, color, or manner of attachment of the proposed advertisement, as well as any conditions that may be imposed by the local authorities.

23.2.        Obtaining the necessary permits and/or authorizations that may be required, as well as all costs and taxes related thereto, shall be borne by the Lessee.

The Lessee shall also be responsible for all maintenance and repair works to such signage, as well as for any damage it may cause. At the end of the Agreement, the Lessee shall, at his own expense, remove the signage in a proper and workmanlike manner and shall be liable for any damage caused by such removal.

24.

Joint and Several Liability

24.1.        In the event that this Agreement has been entered into by more than one (legal) person, all such (legal) persons shall be jointly and severally liable towards the Lessor for the payment of the rent, costs and accessories due under this Agreement. Furthermore, termination by one of the lessees shall not release him from his payment obligations, and the joint and several liability shall remain in effect with respect to the departing Lessee until the end of the Agreement. The lessees and their heirs or successors, regardless of title, shall be jointly and severally liable for the performance of this Agreement.

25.

Final Provisions

Titles

25.1.        The headings or titles at the beginning of the various articles or paragraphs of this Agreement have been inserted for reference and convenience only. They shall in no event define, limit or describe the scope or application of the Article or specific paragraph to which they refer, in any manner whatsoever.

Assignment of Obligations

25.2.        The Lessee undertakes to inform its agents and representatives of its obligations under this Agreement and guarantees their compliance therewith on a daily basis.

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Amendments – Waiver – Indivisibility – Severability

25.3.        The Agreement may be amended only by means of a written addendum signed by the Parties. Consequently, no amendment may be inferred from the Lessor’s passivity or from mere tolerance, regardless of its frequency or duration. The Lessor shall at all times remain free to require the strict application of any terms and provisions for which no express and written amendment has been made.

25.4.        No failure or delay in the exercise of any right, power or remedy under this Agreement, nor any partial exercise of any part thereof by either Party, shall be deemed a waiver of such right. The remedies provided for in this Agreement are cumulative and shall in no way exclude the remedies provided for by law.

25.5.        The Agreement is declared to be indivisible, in particular with respect to the Parties’ successors in title.

25.6.        The validity of this Agreement shall not be affected by the nullity of any Article or part of an Article. In the event of nullity or unenforceability, the Parties shall negotiate in good faith with a view to reaching an agreement on the replacement of the clause concerned by a clause:

that is valid, lawful and enforceable;

and

ii.

the effect of which corresponds as closely as possible to that of the null or unenforceable clause; and

iii.

that achieves an economically comparable result in all respects.

Election of Domicile

25.7.        For all matters relating to this Agreement, the Parties elect domicile at their respective registered offices. The elected domicile shall, however, always be located in Belgium.

Registration

25.8.        The obligation to register the Agreement and its annexes, as well as all costs related thereto, shall be borne by the Lessee (through recharging by the Lessor).

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		Lessor’s Initials:

Since registration offices have, as of April 2022, been sending payment requests to both lessees and lessors, the Parties expressly agree that if the Lessee receives a payment request concerning the registration duties from the competent registration office, he shall immediately notify the Lessor thereof. The Lessee acknowledges that, with respect to the Lessor, the amount of the registration duties indicated in the payment request may be validly discharged only by payment to the Lessor. A direct payment by the Lessee to the registration office may not be set up against the Lessor.

Applicable Law and Jurisdiction

25.9.        The Agreement shall be governed, interpreted and construed in accordance with Belgian law.

25.10.        Any dispute arising out of or in connection with the Agreement shall be exclusively settled by the courts and tribunals having territorial jurisdiction over the area in which the Building is located, sitting in the language of the Agreement.

Privacy

25.11.        Your personal data are processed by the Lessor and its Administrator, All Yield NV, for client management purposes in the context of the performance of this Agreement. You may also, at any time, request via [***] information on which personal data we process about you, and have them rectified or erased, or request that they be transferred. If you do not agree with the manner in which we process your data, you may contact the Data Protection Authority (Rue de la Presse 35, 1000 Brussels). A more detailed overview of our data processing policy can be found at [***].

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		Lessor’s Initials:

The Agreement may be signed by each Party in separate counterparts (whether physically or electronically), each of which shall be deemed an original, and all of which together shall constitute one and the same document.

Done at Brussels.

For the Lessor

Date: December 28, 2023 \| 3:17 a.m. PST

/s/ Michael Lisman		/s/ Tom Eeckhout
FORTIM NV		FINTEA MANAGEMENT & CONSULTING SERVICES BV
Michael Lisman		Tom Eeckhout
Director		Director

For the Lessee

Date: December 19, 2023

/s/ Tim Knotnerus		/s/ John Haurum
Tim Knotnerus		John Haurum
CEO-Director		Chairman-Director

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Floor Plan (Intentionally Omitted)

Page 39 of 6

Franklin Building

RULES OF INTERNAL ORDER

FRANKLIN BUILDING

Posthoflei 1-5, 2600 Berchem

dated 01/01/2014

1.            SCOPE

A set of Internal Rules and Regulations is established for all lessees and any future co-owners occupying the building, which shall be binding upon them and their successors in title. These Internal Rules and Regulations may be amended by the Lessor in the general interest of the parties concerned with the building. Such amendments shall be immediately communicated to the lessees. In the event of a transfer of the building or any part thereof, the transferring owner shall draw the attention of the acquirer to the existence of these Internal Rules and Regulations.

The new interested party shall be subrogated to the provisions of these Internal Rules and Regulations. He shall be bound to comply with them, as shall his successors in title. These Internal Rules and Regulations set out the rules and procedures governing the occupation and use of the premises, as well as the liabilities of the lessees among themselves and towards the owner. The purpose of these Internal Rules and Regulations is to ensure peaceful enjoyment for all occupants and to preserve the good reputation and high standing of the building. The leased premises shall be occupied, in accordance with the legal principle, with due care and diligence. This document is supplementary to the Lease Agreement.

2.            ARRANGEMENTS FOR OCCUPATION

Article 1.

No advertising, panels, signs or other objects visible from the outside shall be permitted to detract from the aesthetic appearance of the building. The Lessee may not place any sign, advertisement, poster, or notice of any kind on the exterior walls or windows of the building without the prior written consent of the Lessor, who shall not be required to justify any refusal. Subject to such approval, among other things, are the type and location of lighting fixtures and the color of the light they emit, as well as the type and color of curtains, drapes, and blinds. These should be white. This Article is intended solely to maintain a uniform and aesthetic appearance.

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Franklin Building

Article 2.

No flag, flagpole, radio or TV antenna, nor any other object, may be placed on or around the building without the prior written consent of the Lessor.

Article 3.

The installation of the Lessee’s logo and company name shall be regulated and arranged by the Lessor. This applies to all areas visible from the common parts - including, among others, the entrance hall, doorbells and mailboxes, elevators, and the entrance doors of the offices.

Article 4.

Each Lessee shall have a mailbox displaying its trade name. In principle, only one name shall appear on each mailbox.

Article 5.

No merchandise or other items may be placed outside, at the entrance door, or in the entrance hall.

Article 6.

The Lessee shall not obstruct, nor allow to be obstructed, the entrances, corridors, landings, stairwells, or other common areas of the building with objects of any kind by persons for whom he is responsible. No obstruction or hindrance shall be permitted to the free access of any emergency exits, fire escapes, or other fire safety equipment.

Article 7.

The lessees shall not cause any excessive or abnormal noise, including through the use of musical instruments, televisions, radios, record players, tape recorders, office machines, or any other devices that could disturb other occupants of the building. The lessees shall not cause any nuisance, including odors, to third parties.

Article 8.

When electrical devices are used in the building that may cause interference, they shall be equipped with a device preventing such interference. No motor shall be installed in the private areas, except for small motors used to operate household or office equipment. In no event shall such motors or machines cause vibrations that disturb other lessees or third parties. The Lessee shall in no event overload the electrical installation.

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Franklin Building

Article 9.

Hazardous, flammable, explosive, toxic, unhealthy, or harmful products and substances (whether gaseous, liquid, or solid), or those likely to emit unpleasant odors, may not be stored in the parking area or anywhere in the building, whether in the private or common areas.

Article 10.

The Lessee shall not bring any animals into the private premises or the common areas.

Article 11.

The leased premises shall in no event be used for any illegal or immoral activity that could harm the standing or good reputation of the building.

Article 12.

Waste and garbage shall be collected by the lessees in bags placed in designated containers at the location indicated by the Lessor or their appointed representative. In no event may such material be stored in the building (in the hallways, stairwells, or premises). Bulky waste, such as boxes, crates, packaging materials, and the like, shall be immediately removed by the Lessee and shall under no circumstances be left in the building or the parking area.

Article 13.

The lessees shall not use the elevators beyond their maximum capacity. They shall comply with the instructions posted inside the elevator cabins. The Lessor shall not be liable for any accidents that may occur.

The lessees shall not load the floors of the building with more than 250 kg per m², including the weight of partitions, pipes, furniture, and similar items.

Article 14.

The parking garage is not accessible to vehicles equipped with a gas installation. A speed limit of 5 km/h shall apply in the parking area. Vehicles leaking oil shall be denied access. The cleaning shall be carried out by the Lessee personally. Each user shall park only in their designated space and within the marked lines.

Article 15.

The installation and moving of furniture or other items shall only take place on days and at times agreed upon with the Lessor or their appointed representative. The Lessor or their appointed representative shall determine whether the internal elevator or a moving lift must be used.

The Lessor may, without any form of recourse, refuse the use of the elevators for the transport of heavy or bulky items. Any damage caused to the building shall be charged to the Lessee.

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Article 16.

The lessees shall grant the Lessor or their appointed representative access to the premises, whether occupied or not, in order to allow them to inspect the condition of the Leased Premises and to verify compliance with measures of common interest. They shall likewise grant, without compensation, access to their premises to the architects, contractors, or workers carrying out repairs and works to the common and private parts, provided that such works are performed with due promptness and upon prior notice. The lessees must grant access to their premises for the repair, maintenance, and cleaning of common elements, such as lighting ducts, electrical cables, pipes, glassware, drain pipes, etc.

Article 17.

The Lessor’s appointed representative shall keep a copy of all current Lease Agreements. He shall likewise keep the name, address, and telephone number of the Lessee’s responsible representatives, as well as the name, address, and telephone number of the person to be contacted in case of emergency during vacation periods or when the offices are unoccupied. He shall likewise keep a duplicate set of the keys providing access to the leased premises, subject to contractual obligation. The lessees are, of course, required to provide this information to the Lessor in a timely manner.

Article 18.

The lessees are obligated to properly insure their risks and liabilities in accordance with the lease agreement. If the specific needs or particular activities of a Lessee should increase the common expenses of the building, that Lessee shall bear any resulting additional costs. The insurance policy shall also provide coverage for damage caused to the leased premises by third parties, including but not limited to burglary.

Article 19.

The energy consumption of the common areas is included in the service charges and shall therefore be paid by the Lessee through the advance payments and the annual settlement. Each Lessee shall pay their individual electricity costs directly, including the rental and installation costs (with the exception of heating). The heating costs are included in the system of service charges.

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Franklin Building

Article 20.

All works to the private parts, the maintenance of which concerns the harmony of the building, shall be carried out by each Lessee in due time, in order to preserve the standing, good condition, and cleanliness of the building. Any works carried out by the Lessee, with the prior and specific authorization of the Lessor, shall not be of such a nature as to harm or disturb neighboring lessees, or to endanger the durability, soundness, or safety of the building.

Article 21.

The lessees are prohibited, for any reason whatsoever, from conducting public sales of furniture or goods within the leased premises.

Article 22.

The building is accessible from Monday to Friday, from 7:00 a.m. to 10:00 p.m. Outside regular opening hours, the lessees may gain access by means of access badges. They shall lock the doors again upon leaving the building. A security deposit shall be required for the safety keys and access cards.

Article 23.

The appointed representative is responsible for carrying out the necessary works, overseeing the maintenance of the common areas of the building, and ensuring the proper functioning of the common equipment.

In urgent cases, the local representative shall take all necessary measures in the interest of the Lessor, as well as in the interest of the proper functioning and preservation of the building.

The Lessor oversees the urgent repairs. The Lessor is also tasked with dividing the amount of expenses that are their responsibility among the lessees. The accounting shall be carried out in accordance with indisputable arrangements and methods. The Lessor instructs their appointed representative to implement its decisions regarding the day-to-day management and the general administration of the building. The lessees shall submit to the Lessor any issues that may arise between them and their appointed representative concerning the occupancy of the building.

They shall make an effort to find an amicable solution through reconciliation.

In the absence of an amicable agreement, the parties concerned shall be free to take legal action, with jurisdiction resting solely with the courts having territorial competence over the area in which the building is located.

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Franklin Building

3.            Accounting

In addition to the base rental price, the Lessee shall contribute to the payment of the common expenses of the building. Annually, as soon as it is feasible for him to do so, the appointed representative shall send a statement of the general settlement for the past year.

Based on this information and the allocated units, he shall determine the share of the costs in the common expenses. This contribution shall be payable within fifteen days after the expense statement has been delivered to the Lessee.

The latter shall immediately notify the Lessor of any errors they may identify in the accounts presented to them and, by appointment, may inspect the invoices at the office of the Lessor or the administrator.

The service charges are composed as follows:

1.        Elevator maintenance

2.        Electricity for the common areas

3.        Water

4.        Waste management

5.        Maintenance of the common areas and garage

6.        Technical installations

7.        Aesthetic improvements

8.        Cleaning

9.        Insurance Policies

10.      Management fees

11.      Central heating

12.      Personnel

13.      Safety

This list is provided as an example and is not exhaustive.

Page 6 of 6

Energy Performance Certificate (Intentionally Omitted)

[***]

Exhibit 10.11

NON-RESIDENTIAL LEASE AGREEMENT

In Touro, on October 26, 2021

GATHERED

On the one hand, GALCHIMIA, S.A. (hereinafter, “GALCHIMIA”) a Spanish company, with registered address at [***], and holder of N.I.F. (Número de Identificación Fiscal [Tax Identification Number]) [***], duly represented by Ms. María do Carme Pampín Casal, in her capacity as Director.

And, on the other hand, ORIGO BIOPHARMA, S.L. (hereinafter, “ORIGO”) a Spanish company, domiciled at [***], and provided with N.I.F. [***], duly represented by Mr. Ramon Bosser Artal, in his capacity as Representative.

Hereinafter, GALCHIMIA and ORIGO shall be collectively referred to as the “Parties” and individually as the “Party”.

The Parties mutually recognize the necessary legal capacity to contract and be bound freely and, for this purpose,

STATE

I.-

That ORIGO is a business corporation whose activity consists of the research, development and marketing of products and services in the pharmaceutical field (the “Activity”).

II.-

That GALCHIMIA owns the Industrial Building described below (hereinafter, the “Industrial Building”):

Description: Located at Parque Empresarial de Touro (Touro Business Park), plots 26-27, Fonte Díaz, Touro (A Coruña), whose approximate built surface area is 940 m².

Registration: It is registered in the Property Registry of Arzúa.

Cadastral Reference: 15086A3 0100247 0001 DJ

III.-

That for the development of the Activity, ORIGO has been leasing, as lessee, to GALCHIMIA, as lessor, the space of the Industrial Building described below (the “Space”):

Open-plan space of approximately 30 square meters of useful surface area, of which 10 m² corresponds to a laboratory (the “Laboratory Space”) and 20 m² corresponds to an office (the “Office Space”). The number of square meters indicated herein is approximate and subject to modification in accordance with the provisions of this Agreement.

The interior of the Space is duly conditioned for use by ORIGO.

Likewise, ORIGO declares that it knows and accepts that the Space is used in a shared manner with the workers, investigators and/or collaborators of GALCHIMIA (as well as with those persons that GALCHIMIA decides at all times), not being, therefore, its exclusive use.

A descriptive plan of the Space is attached as Annex I.

IV.-

That ORIGO is aware of and expressly accepts the physical, constructive, urban and administrative situation of the aforementioned Space.

V.-

The Parties state that it is in the interest of both to enter into a new non-residential lease agreement (hereinafter, the “Agreement”), which will be governed by the following:

CLAUSES

1.-

OBJECT

1.1

This Agreement establishes the terms and conditions under which ORIGO leases and GALCHIMIA assigns, under lease, the Space described in Recital III, as well as the facilities, elements and common areas that are part of it.

1.2

ORIGO shall allocate the Space to laboratory and office, in accordance with its Activity, excluding the possibility that it may in the future allocate it to any other intended use, without the prior and express written authorization of GALCHIMIA, in the event that ORIGO’s purpose was to modify the current use of the Space to other uses, even if these are covered by municipal legislation and ordinances.

1.3

By signing this Agreement, the Parties fully terminate the existing old lease agreement between the two. For these purposes, the Parties declare that all obligations under the previous lease agreement have been duly fulfilled, with the Parties being released from any liability that may arise from it.

2.-

ECONOMIC CONDITIONS

2.1

Rent

2.1.1

In consideration for the lease of the Space, ORIGO will pay GALCHIMIA the amounts detailed below:

In consideration for the use of the Office Space, ORIGO will pay a monthly rent of €226.66 per User, as this term is defined in Clause 2.1.4 below.

The above quantity includes the following items:

Use of individual workstations;

Use of meeting rooms and video conferencing and reprography equipment;

Receipt of postal and courier mail;

Management of Users’ registrations and deregistrations;

User access control;

Internet connection. However, ORIGO will be responsible for the expenses arising from the installation of new computer lines and new Internet access, as well as their consumption.

Waste management;

Supply consumption (electricity, gases, water, telephone, etc.).

Likewise, in consideration for the use of the Laboratory Space, ORIGO will pay a monthly rent of €666.66 per User, as this term is defined in Clause 2.1.4 below.

The above quantity includes the use of one (1) fully equipped laboratory hood for the execution of small-scale chemical synthesis projects. Likewise, the elements indicated in Clause 2.1.1 (b) above are also provided for the use, by ORIGO, of the Laboratory Space.

2.1.2

GALCHIMIA’s provision of personal computers and cell phones is excluded from the services described above.

2.1.3

GALCHIMIA is empowered to discontinue Users’ access to the elements established in Clauses 2.1.1 (b) and (c) above in the event of a non-payment of more than three (3) consecutive monthly Rent payments or within a period of twelve (12) months.

2.1.4

For the purposes of this Agreement, “User” or “Users” shall be understood as the person who has the right to use the Space in accordance with the following procedure:

ORIGO must have requested GALCHIMIA, in advance and in writing, the access of the person or persons of interest who have access to the Space, providing the information required by the latter.

GALCHIMIA will inform ORIGO if it grants authorization for the requested increase in Users, which, in any case, will imply acceptance of the increase in Rent in accordance with the provisions set forth below.

In any case, any increase in the number of Users permitted, as provided herein, will imply an increase in the Rent, which may be reflected in an addendum or annex to this Agreement, indicating (i) the new number of Users who will have access to the Space, (ii) the new amount of the Rent and (iii) where applicable, the new number of square meters of the Space subject to lease.

Likewise, GALCHIMIA may deny ORIGO the increase in the number of Users, provided that this is duly justified for reasons of capacity and internal organization.

2.1.5

The Parties declare that, as of the date of this Agreement, the total number of Users amounts to 4.5, who are distributed as follows:

one (1) User for the Laboratory Space, and

three and a half (3.5) Users for the Office Space (with User 0.5 corresponding to a part-time worker of Origo).

2.1.6

In accordance with the provisions of this Clause 2, the Parties declare that the current amount that ORIGO must pay to GALCHIMIA as Rent, in consideration of the current number of Users of the Space, is set at €666.66, for the Laboratory Space, and €793.34, for the Office Space, with the total of both amounts being €1,460 (the “Current Rent”).

2.1.7

Updates that may be made to the Rent as a result of the increase in the number of Users, in accordance with this Agreement, will be applied to the amount of the Rent that ORIGO must pay the month following the request.

2.1.8

All of the above amounts will be subject to the corresponding taxes and withholding in accordance with current legal regulations.

2.2

Form of payment

2.2.1

ORIGO shall pay GALCHIMIA the Rent each month in advance within the first five (5) days of each calendar month.

2.2.2

Payment of the amount of the Rent will be made by ORIGO by direct debit to the following account, held by GALCHIMIA, [***].

2.3

Delay

2.3.1

In the event of a delay, even if it is partial, of more than three (3) months in the monthly payment of the Rent, GALCHIMIA will apply, as a penalty, on the amounts pending payment, the legal rate of late interest published in the BOE, in force at the time of payment. The payment of this penalty will not grant the right to delay the rest of the payments of the Rent, and GALCHIMIA may initiate the legal actions it deems appropriate.

2.4

Rent Update

2.4.1

The Rent will be updated each year, if applicable, according to the increase experienced by the General Consumer Price Index (or any index that replaces it) (the “CPI”) published by the National Institute of Statistics for Galicia, during the previous year, the index being the one for the month of December. Updates will always take effect on January 1 of each year.

2.4.2

In the event that the CPI variation during the review period is negative, the amount of the Rent in force on the update date will remain unchanged until the next positive review date, when the update rule provided for herein will be applied again.

2.4.3

In no event shall the lag or delay in the collection of the Rent applying the update referred to in the previous paragraph imply a waiver or loss of GALCHIMIA’s right to collect the Rent applying such update.

2.5

Expenses and taxes

2.5.1

Any amount payable by ORIGO under this Agreement shall include Value Added Tax (or tax replacing it), which shall be borne by ORIGO, at the rates in effect from time to time.

2.5.2

During the term of the Agreement, ORIGO will be responsible for all expenses and taxes that must be paid as a direct consequence of the Activity carried out by the latter in the scope of the Space, with the exception of those taxes attributable to the owner thereof, such as the Real Estate Tax or any other tax that has the owner as taxpayer.

3.-

BOND

3.1

As a guarantee of its obligations, at the time of signing the Agreement, ORIGO will deliver to GALCHIMIA an amount equivalent to two (2) monthly payments of the agreed Rent, as a bond. If applicable, once five (5) years have elapsed of the duration of this Agreement, the bond constituted will be updated to be equivalent to two (2) monthly payments of the corresponding Rent.

3.2

The bond is established in the amount of €2,920.- equivalent to two (2) monthly payments of the Rent.

3.3

GALCHIMIA states that it will deposit the bond at the [***].

3.4

GALCHIMIA may use such amount to cover any liability resulting from a breach of ORIGO’s obligations under this Agreement, GALCHIMIA being obliged to inform ORIGO of its intention to apply such bond and of the breach that motivates it. Upon termination of the Agreement, for any reason, any amount not applied to cover a liability of ORIGO shall be reimbursed to it within a maximum period of two (2) months from the date of termination of this Agreement.

4.-

DURATION OF THE AGREEMENT, EXTENSIONS AND WITHDRAWAL

4.1

This Agreement shall enter into force on January 2, 2022 and shall have an initial duration of one (1) year, starting on January 2, 2022.

4.2

At the expiration of the one (1) year period, the Parties shall be empowered to terminate this Agreement, provided that there has been a written communication addressed to the other Party, stating that it is their will, sent at least two (2) months prior to the expiration date of the aforementioned term.

4.3

Once this initial term of one (1) year has ended, and the Parties have not made use of their power of termination indicated in Clause 4.2 above, the Agreement will be automatically extended for annual periods, unless prior written notice of either Party by reliable notification at least two (2) months in advance.

5.-

INSURANCE

5.1

ORIGO undertakes and is responsible for ensuring that its workers, investigators and/or collaborators who perform their work in the Space, by virtue of this Agreement, comply with current legislation, general operating standards and those of the Industrial Building, and especially in relation to everything that affects the safety and health of people and the protection of the environment.

5.2

ORIGO is directly and exclusively responsible for all damages that may be caused to third parties or things that are a direct consequence of the activities that it carries out in the Space or for non-compliance with current legislation, general operating standards and those of the Industrial Building. In no event shall GALCHIMIA be liable for any damages that ORIGO may cause to its own assets as a result of its own Activity.

5.3

For these purposes, ORIGO undertakes to take out and commits to keep in force for the entire duration of the Contract an insurance policy that guarantees the economic consequences derived from the civil liability that may correspond to it in the exercise of its Activity in the Space, for a minimum amount of €500,000, undertaking to submit to GALCHIMIA a certificate from the insurance company that proves its subscription, during the first month as of the date of signature of the Agreement, and annually accredit its renewal and update. ORIGO will deliver a copy of the policy to GALCHIMIA, as well as the copy of the annual receipts for payment of the amounts thereof.

5.4

GALCHIMIA declares that it has taken out and undertakes to keep in force throughout the duration of the Agreement, a general insurance policy that covers the possible damages that may be caused to the Industrial Building and its facilities.

6.-

WORKS AND PRESERVATION

6.1

ORIGO shall not modify the interior of the Space, and may not carry out any type of work or repair therein. In accordance with the foregoing, GALCHIMIA undertakes to keep the Space in correct and adequate condition for use by ORIGO for the development of the Activity, understanding as such, the maintenance of the Space in the same or equivalent characteristics as those of the date of execution of this Agreement.

6.2

Notwithstanding the foregoing, in the event that ORIGO considers that it is necessary to carry out any structural work or repair of the Space that is necessary and material for the development of the Activity by ORIGO, it will communicate it to GALCHIMIA in writing, who will inform if it authorizes or denies it, not being able to reject the requested works without reasonable justification. In the event of a discrepancy, the Parties shall undertake to negotiate in good faith the need and suitability of the works or repairs requested by ORIGO. If the Parties do not reach an agreement, the Parties shall submit the discrepancy to an expert technician, forcing the Parties to comply with his decision (“Expert Technician”).

The Expert Technician must be a prestigious person, with a presence in Santiago de Compostela and with recognized experience in the construction sector. The procedure for his designation will be as follows: the Parties will meet within a maximum period of THREE (3) business days following the appearance of the discrepancy, to choose by mutual agreement a competent technician. In the event of a disagreement in the designation, the interested Party shall request such designation from the Dean of the Official Association of Architects of Galicia, who shall appoint the Expert Technician among its collegiates with experience in projects of similar characteristics of at least TEN (10) years, within a maximum period of TEN (10) business days.

The Expert Technician shall act for the benefit of and as contracted by all Parties, shall be deemed to act as expert and not as arbitrator and shall take into consideration the provisions of this Agreement, and any other relevant documentation. The Expert Technician must issue his report on the issue submitted to him within a maximum period of TWENTY (20) calendar days from his receipt of the request for his intervention.

The Expert Technician’s decision shall be conclusive and binding on the Parties (in the absence of an objection based on an error detected within a period of FIVE (5) business days from receipt of the notification of the Decision, an issue that must be resolved as soon as possible by the Expert Technician himself).

The cost of the Expert Technician’s intervention shall be borne equally by the Parties unless, in his Decision, the Expert Technician completely dismisses the position of any of them with respect to the issues that are submitted to his decision, in which case, the cost shall be borne by the Party whose position is totally dismissed.

6.3

ORIGO may place signage or any other distinctive or promotional sign representative of its brand or trade name on the exterior of the Industrial Building, with prior express written authorization from GALCHIMIA, and in accordance with the standards adopted for the entire Industrial Building. Likewise, ORIGO must obtain the relevant administrative authorizations and licenses to install any signage or other distinctive or promotional sign, which must also respect the size, place and shape required by the mandatory ordinances.

6.4

GALCHIMIA is empowered to remove those exterior elements that are placed without its required authorization, upon written notification to ORIGO.

6.5

ORIGO declares that it is aware that other spaces of the Industrial Building may be in the process of conditioning or undergoing works during the term of the Agreement, and accepts the inconvenience that this situation may entail, expressly waiving any claim for any compensation for this reason.

7.-

INTERNAL GALCHIMIA REGULATIONS AND INDUSTRIAL BAY OPERATING MANUALS

7.1

ORIGO shall be subject to GALCHIMIA’s internal operating rules and regulations, as well as the specific operating manual of the Industrial Building where the Space is located, which is attached to this Agreement as Annex III.

7.2

ORIGO states that it has been given the aforementioned policies and regulations and that it is aware of the content thereof.

7.3

Likewise, GALCHIMIA undertakes to provide ORIGO, with due notice, with the modifications or updates that may occur thereof.

8.-

SPACE CONDITION

8.1

ORIGO declares that it is in current possession of the Space, knowing and accepting the current condition thereof.

9.-

SPACE PRESERVATION

9.1

Preventive, Corrective and Space Conservation Maintenance

9.1.1

With regard to the preventive and corrective maintenance as well as the conservation of the Space, the elements and common areas, the Parties agree that this service is included within the Rent and that they will be executed by GALCHIMIA.

9.2

Delivery of the Space once the Agreement ends

9.2.1

At the time of the termination of the Agreement, for any reason, ORIGO shall be obliged to leave and deliver the Space and its contents, in good condition, except for the typical wear and tear of its use, free of liens, obligations and debts that it may have assumed, with ORIGO being responsible for the execution and cost of the actions that must be carried out for such purposes, including the replacement of equipment and/or property deteriorated by misuse.

9.3

Storage of hazardous material

9.3.1

Laboratory Users may store and/or handle in the Space explosive, flammable or unsanitary materials or products that are strictly essential for the performance of the Activity, after obtaining the licenses and permits and in compliance with the corresponding legal provisions, as well as GALCHIMIA’s internal policies and regulations.

9.3.2

Explosive, flammable or unsanitary materials, or that affect the good conservation of the environment, may not be stored or handled in the other spaces of the Industrial Building.

10.-

COORDINATION OF BUSINESS ACTIVITIES

10.1

For the purposes provided for in Royal Decree No. 171/2004, of January 30, which develops Article 24 of State Law 31/1995, of November 8, on the Prevention of Occupational Risks, in the area of coordination of business activities, ORIGO and GALCHIMIA undertake to comply with all the requirements and obligations imposed on it by the aforementioned regulations, regarding the development of concurrent activities in the Industrial Building where the Space that is the subject matter of this Agreement is located.

10.2

For its part, GALCHIMIA, as owner of the Industrial Building, undertakes to comply with the obligations that the aforementioned regulations impose on business owners of workplaces.

11.-

INDEPENDENCE OF THE PARTIES

11.1

The assignment of use of the Space, furniture and other goods and materials found therein does not imply the existence or creation of an associative, agency or legal dependence relationship between ORIGO and GALCHIMIA. In this regard, it will also be understood that the respective workers, investigators and/or collaborators of ORIGO who perform their functions and activities in the GALCHIMIA Space are legally and for all purposes solely and exclusively dependent on ORIGO and are subject to its guidelines, with full independence of GALCHIMIA, with ORIGO being solely and directly responsible for compliance with all labor obligations, if applicable, towards these workers, investigators and/or collaborators.

11.2

In this regard, ORIGO is obliged to adopt all necessary measures for the protection of the safety and health of its respective workers, investigators and/or collaborators who perform their functions and activities in the GALCHIMIA Space, in terms of occupational risk assessment and prevention, information, right to consultation and participation, training of these workers, investigators and/or collaborators, emergency and imminent risk actions and health control, as set out in the regulations on the prevention of occupational risks.

12.-

CAUSES FOR EARLY TERMINATION OF THE AGREEMENT

12.1

GALCHIMIA may terminate this Agreement in the following cases:

12.1.1

In the event of non-payment of three (3) monthly payments, whether consecutive or not, even if partial, in the manner and terms stipulated in this Agreement, of the amounts that accrue as Rent, as well as any other amount that corresponds to GALCHIMIA, an amount that will be considered for all purposes as related to Rent.

12.1.2

In the event of liquidation of the legal entity ORIGO, extinction for any reason thereof or disqualification from the exercise of trade.

12.1.3

In the event that the Space and the facilities, elements and common areas are not maintained in good condition, or are not intended for the use agreed in this Agreement, or when executing works of any kind that may affect this Space, without the prior, express and written consent of GALCHIMIA.

12.1.4

In the event of an assignment, sublease, transfer, subrogation, in favor of a third person, individual or legal entity, by ORIGO of the rights derived from the Agreement without the prior express written consent of GALCHIMIA.

12.1.5

And, in general, in the event of a serious breach of any of the obligations assumed by ORIGO under this Agreement.

12.2

All the cases contemplated herein shall entitle GALCHIMIA to terminate the Agreement in question without the right to compensation in favor of ORIGO, who, in case of termination, must proceed to the delivery, within ten (10) business days following notification by GALCHIMIA of the occurrence of any of the above causes for termination of the Agreement, of the possession of the occupied Space and facilities, assigned items and furniture, leaving them completely free and available to GALCHIMIA, in perfect condition.

13.-

ADMINISTRATIVE PERMITS AND LICENSES

13.1

ORIGO is responsible for processing, obtaining, paying, maintaining and renewing, throughout the term of the Agreement and any extension thereof, all permits, licenses and/or authorizations that are necessary for the performance of its Activity, and will be responsible for all expenses and contributions that may arise therefrom. Likewise, GALCHIMIA shall be held harmless against any liability in the event that the competent administration denies, revokes or cancels such permits, licenses and/or authorizations.

13.2

GALCHIMIA states that the Industrial Building where the Space that is the subject matter of this Agreement is located has and will keep in force all the licenses, permits and authorizations required by the applicable legislation, as well as those legally required for the development of the activities that are carried out within the Industrial Building.

13.3

GALCHIMIA has the activity and operation licenses necessary for the performance of the activities carried out on the Industrial Building in accordance with the applicable legislation, especially environmental legislation, and those related to the treatment and storage of chemicals.

13.4

Energy performance certificate of the Industrial Building

13.4.1

The Industrial Building, where the Space of this Agreement is located, has the corresponding energy performance certificate, which is available to ORIGO.

14.-

ASSIGNMENT OF THE AGREEMENT OR INDUSTRIAL BAY

14.1

This Agreement, signed between GALCHIMIA and ORIGO, is executed in a very personal capacity, due to the special characteristics of ORIGO and the activities it carries out in the Space; it may not assign, contribute to companies or transfer the Leased Space in whole or in part or, ultimately, transfer in any form, in whole or in part, any of the rights it holds under the Agreement, without the prior express written authorization of GALCHIMIA.

14.2

The situations described will be considered as transfer, sublease or assignment not consented to and, consequently, will be cause for immediate termination of the Agreement.

14.3

The Parties agree that GALCHIMIA may not transfer ownership of the Industrial Building, in whole or in part, unless the new owner/s expressly accept/s subrogation in the contractual position of GALCHIMIA under this Agreement.

15.-

CONFIDENTIALITY AND DATA PROTECTION RIGHT

15.1

The Parties shall refrain from accessing the Confidential Information of the other Party, and in the event that they have involuntary access to such Confidential Information, they shall refrain from using, disclosing or communicating it to any other person.

15.2

For the purposes of this Clause 15.-, "Confidential Information" means all scientific, technical, commercial, business, corporate, legal and financial information, know-how or data disclosed by one of the Parties to the other, or otherwise held by one of the Parties (regardless of whether the owner of such information is such Party, any of its affiliates or another third party) and to which the other Party has access within the Industrial Building.

Confidential Information includes, but is not limited to, DNA sequences and their derivatives, vectors, cells, antibodies, proteins, targets, biological substances, identification and specification of biological substances, chemicals, chemical formulas, inventions (patentable or not), trade secrets, agreements with third parties, technical knowledge, ideas, formulations, techniques, processes, methodology, test design, equipment, experimental data, including preclinical and clinical data, data reports, internal documentation, computer programs, algorithms and information regarding sources of supply, intellectual property information, including, among others, unpublished patent applications, and the existence, the scope and activities of any investigation, development, manufacture, marketing.

15.3

This confidentiality obligation shall not apply to information that:

(a)

has been published prior to the date of this Agreement;

(b)

is already in the possession of the other Party and is not subject to a confidentiality agreement between the Parties, provided that this fact is made known to the issuing Party at the time of disclosure;

(c)

the Receiving Party may document that it has been independently developed by it; or

(d)

any other that must be disclosed in compliance with an order of a judicial or administrative nature. In this case, the Receiving Party must notify the Issuing Party as far in advance as possible so that it may take such actions as it deems appropriate.

15.4

For the purposes of this Clause 15.-, a Party shall be deemed to possess, have accessed, used, communicated, disclosed or made available Confidential Information, when any of said acts has been carried out by a representative of said Party or by any of its employees, advisers or collaborators. Each Party shall ensure that its employees, consultants or collaborators who may have access to the Confidential Information respect the confidentiality obligations contained in this Clause 15.-.

15.5

The obligations contained in this Clause 15.- shall remain in force, even after the termination of this agreement, as long as the information in question continues to be classified as Confidential Information.

15.6

The Parties fully approve the Confidentiality and Personal Data Processing Agreement signed between them on September 30, 2021, which is attached to this Agreement as Annex II, without prejudice to the provisions of the previous sections, and shall prevail in the event of a discrepancy over the content of the aforementioned Annex.

16.-

NOTICES

16.1

Any notices or requests related to this Agreement will be addressed to the addresses provided for in the heading or to those others that have been previously notified in accordance with the provisions of this clause.

16.2

Notices may be made by any means permitted by law that allows proof of receipt.

17.-

PARTIAL NULLITY

17.1

In the event that any of the terms and conditions of this Agreement are declared null and void, the rest of the terms and conditions shall remain in effect without being affected by such declaration of nullity, and shall be interpreted taking into account the will of the parties and the purpose of this Agreement itself.

18.-

APPLICABLE LAW AND JURISDICTION

18.1

This Agreement shall be governed by its own clauses and, failing that, by Spanish law.

18.2

For the resolution of any dispute or controversy arising from this Agreement, the Parties shall submit to the Courts and Tribunals of Santiago de Compostela, expressly waiving any jurisdiction that may correspond to them.

In witness whereof, both Parties sign this document, in the place and on the date indicated in the heading.

/s/ Carme Pampín Casal

/s/ Ramon Bosser Artal

GALCHIMIA, S.A.

Carme Pampín Casal

ORIGO BIOPHARMA, S.L.

Ramon Bosser Artal

ANNEXES

ANNEX I	Space Plan

ANNEX II	Confidentiality and Personal Data Processing Agreement

ANNEX III	Industrial Building Operation Manual

ANNEX I

Space Plan

(Intentionally Omitted)

ANNEX II

Confidentiality and Personal Data Processing Agreement

CONFIDENTIALITY AND PERSONAL DATA PROCESSING AGREEMENT

In Touro, on September 30, 2021

GATHERED

On the one hand, Mr. Jacobo Cruces Colado in the name and on behalf of the company GalChimia, S.A., (hereinafter, GalChimia or “Processor”), with CIF (Código de Identificación Fiscal [Fiscal Identification Code]) [***] and registered office located at [***]

And, on the other hand, Mr. Ramon Bosser Artal in the name and on behalf of the company ORIGO BIOPHARMA S.L. (hereinafter “Origo or Controller”), with CIF [***], and registered office located at [***].

Both Parties mutually recognize the legal capacity necessary to sign this document and, therefore,

STATE:

1.            That GalChimia has leased to ORIGO a space dedicated to Laboratory, as recorded in the lease agreement dated January 2, 2020 (“Main Agreement”), modified in the 2nd addendum dated January 2, 2021.

2.            That due to the leasing of part of the Laboratory facilities owned by GalChimia, the ORIGO organization’s staff will have access to them, as well as to confidential information owned by GalChimia and will therefore be obliged to comply with the guidelines on information security and personal data protection implemented by GalChimia.

3.            That ORIGO is the Controller of the processing of personal data that is the subject matter of this Agreement in accordance with the provisions of Regulation (EU) 2016/679 of April 27, 2016 on the protection of natural persons in the processing of their personal data (hereinafter, GDPR) and that in C.L. 3/2018 of December 5 on the Protection of Personal Data and Guarantees of Digital Rights (hereinafter, LOPD).

4.            That GalChimia will act as Data Processor with respect to the data of ORIGO personnel who have access to the GalChimia facilities that are the subject matter of the lease agreement.

5.            That in compliance with the provisions of Article 28 of the GDPR, GalChimia offers sufficient guarantees to implement the appropriate technical and organizational policies, in addition to applying the security measures established in current regulations to protect the rights of data subjects, so both Parties agree to sign this agreement subject to the following

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CLAUSES

1.-              Definitions

1.1.            Personal data: for the purposes of this agreement, the specific terms regarding data protection will be interpreted in accordance with the provisions of Article 4 of the GDPR and the LOPD.

1.2.            Confidential Information: for the purposes of this agreement, in relation to Confidential Information, information that may be exchanged between the Parties under this Agreement, regarding technical data, know-how, unpublished discoveries or inventions, patents, research projects, products, and any other of a similar nature, regardless of the type of support in which it is, shall be understood as such.

In particular, Confidential Information is understood to be any information that contains, even in pseudonymized or anonymized form, data considered as sensitive and/or personal as established in the GDPR.

Likewise, all notes, analyses, calculations, reports and other documents or materials prepared by GalChimia or its employees or directors, that contain the Confidential Information or are generated from it, shall be considered Confidential Information.

2.-              Object, nature and purpose of the Personal Data Processing assignment

The processing of data will consist of the fulfillment of the obligations of the assignment carried out according to the Main Agreement, under the conditions and instructions provided by the Controller, regardless of the support in which it has done so. It is expressly indicated that the authorized processing operations will be those strictly necessary to achieve the purpose of the assignment, with the Processor recognizing said limitation.

The purpose of the processing consists of the provision of the service agreed between the Parties in the Main Agreement, and it will be carried out in the premises and with the systems of the Processor.

3.-              Type of personal data and category of data subjects

The personal data that is object of processing by the Processor corresponds to the categories of data subjects that are included in the data processing affected by the contractual relationship that binds the Parties due to the Main Agreement. The categories subject matter of processing to comply with the provision agreed in the Main Agreement will be the following:

Data of the workers of the Data Controller who will carry out their activity in the facilities owned by GalChimia, such as: first and last name, image, contact details, telephone number, ID, social security data and data related to the performance of their activity.

The Controller makes this data available to the Processor in relation to compliance with the information security and personal data protection obligations implemented by GalChimia, which must be complied with by ORIGO, in connection with the lease agreement between the Parties, informing it that it must apply the obligations provided for in the regulations for the processing of data, depending on the type it is entitled to, as well as those others that are necessary to maintain the security of the information, ensuring confidentiality, availability, integrity and resilience.

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4.-              Duration

This Agreement shall have the same duration as the Main Agreement and any extensions thereof.

6.-              Obligations and rights of the Data Controller

6.1.             The Controller guarantees that the data provided to the Processor have been lawfully obtained and that they are adequate, relevant and limited to the purposes of the processing and makes available to the Processor as much information as is necessary to carry out the services that are the purpose of the assignment, it being the responsibility of the Data Controller to provide the data subjects with the corresponding information regarding the processing of personal data in accordance with Article 13 of the GDPR, and pursuant to the provisions of Articles 87 to 90 of the LOPD and GDD.

6.2.             - The Controller shall deliver to the Processor the data necessary to adapt to the provisions of the obligations of information security and personal data protection related to the lease established in the Main Agreement and specify the instructions corresponding to the Processor with respect to the purposes and means of the processing of such data.

6.3.             - Respect all the obligations that may correspond to it as Controller in accordance with current legal regulations or any other supplementary provision or regulation that is equally applicable to it, and, in particular, in relation to the information security standard implemented by GalChimia and with the Corporate Compliance Program, as well as the protocols and policies that form it.

6.4.             - The Controller warns the Processor that if it determines on its own the purposes and means of the processing, it will be considered a Controller and will be subject to compliance with the applicable regulatory provisions as such.

7.-              Obligations and Rights of the Processor

7.1.             The Processor undertakes to respect all the obligations that may correspond to it as Processor in accordance with the provisions of current regulations and any other provision or regulation that is equally applicable to it and will not assign, apply or use the data to which it has access for a purpose other than the assignment or that entails the breach of this agreement. In particular, it expressly undertakes not to use the data provided by the Controller for its own purposes.

7.2.             The Processor shall make available to the Controller the information necessary to demonstrate compliance with the agreement, allowing the inspections and audits necessary to assess the level of compliance with respect to the processing carried out that is the purpose of the assignment and even those that are of interest to demonstrate regulatory compliance as Controller.

7.3.             The Processor shall maintain a Record of Processing Activities carried out on behalf of the Controller, containing the following information:

The name and contact details of the Controller.

The categories of processing carried out on behalf of the Controller.

A general description of the technical and organizational security measures implemented in the processing.

7.4.            The Processor guarantees the necessary training on the protection of personal data of the persons authorized to process the personal data.

7.5.            The Processor undertakes to apply those necessary security measures that guarantee the security of the personal data that is the responsibility of the Controller and that prevent its alteration, loss, unauthorized processing or access, taking into account the state of the technology, the nature of the data stored and the risks to which they are exposed.

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7.6.             The processor undertakes to send to the Controller, without undue delay and no later than the business day after a request is received from the data subjects, any request on the exercise of its rights in the area of data protection or any other request on the subject that may be sent to it by any means, such that the Data Controller will directly address the same in accordance with the obligations that are required of it under the applicable data protection legislation.

7.7.             The Processor must return to the Controller the personal data and, if applicable, the supporting documentation where they are recorded, once the provision of the service has been completed, and the Processor may keep a copy, with the data duly blocked, as long as responsibilities can arise from the execution of the provision of the service.

8.-              Personnel authorized to perform the processing

The Processor guarantees that the personnel authorized to carry out the processing have expressly committed in writing to respect the confidentiality of the data and will take measures to ensure that any person acting under its authority who has access to personal data can only process them following the instructions of the Controller or in compliance with the legislation in force.

The Processor guarantees that the personnel authorized to carry out the processing have received the necessary training to ensure that the protection of personal data will not be put at risk.

The Processor, if the controller requires so, undertakes to make available to it supporting documents, signed individually, that guarantee the commitment of confidentiality, the application of the security measures applied and the training received.

9.               Processing Safety Measures

The Processor states that it is up to date with the obligations arising from the data protection regulations, especially with regard to the implementation of the security measures for the different categories of data and processing established in Article 32 of the GDPR and any regulations that apply to it. Therefore, it guarantees that such security measures will be properly implemented and will cooperate with the Controller to ensure compliance.

In any case, the Processor guarantees that the following data protection measures will be implemented, taking into account the state of the art, the costs of application and the nature, scope, context and purposes of the processing:

Pseudonymization and, where appropriate, encryption of personal data.

Guarantees applied to achieve the permanent confidentiality, integrity, availability and resilience of processing systems and services.

Mechanisms that ensure the restoration of availability and access to data quickly in the event of a physical or technical incident.

Establishment of regular verification, evaluation and assessment procedures for the effectiveness of technical and organizational measures to ensure the security of the processing.

10.            Information security breach

Security breaches that the Processor becomes aware of must always be reported, without undue delay and within a maximum of 24 hours, to the Controller for its knowledge and for the application of measures that are necessary to remedy and mitigate the effects caused. All information necessary for the documentation and resolution of the incident must be attached to said communication.

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The notification of a security breach shall contain, at a minimum, the following information:

Description of the nature of the violation.

Categories and the approximate number of stakeholders affected.

Categories and the approximate number of data records affected.

Description of the possible consequences of the security breach.

Measures taken or proposed to remedy or mitigate the effects.

Contact details where more information can be obtained (DPO, Safety Officer, etc.).

When the security breach has occurred under the responsibility of the Processor, the Controller may require it to notify the Supervisory Authority and, if necessary, to communicate it to the affected data subjects.

11.             Data communication to third parties

The Processor will not communicate the data to other recipients, unless it has obtained prior written authorization from the Controller, which, if any, will be attached to this agreement. As well as those that were known by the Controller and authorized at the beginning of the contractual relationship between the Parties and with the signing of this Agreement.

12.             International data transfers

The Processor may not carry out data transfers to third countries or international organizations not established in the EU, unless it has obtained prior written authorization from the Controller; which, if any, will be attached to this agreement.

13.             Outsourcing of data processing

The Processor shall not subcontract, in whole or in part, the provision of the main service that involves the processing of personal data entrusted to it by the Controller, unless it has obtained prior written authorization for this; which, if any, shall be attached to this agreement or except for the processing whose subcontracting is established in ANNEX I hereto.

If it is necessary to subcontract any processing, this fact must be communicated in writing to the Controller, indicating the processing that is intended to be subcontracted and clearly and unequivocally identifying the subcontractor company and its contact details. The subcontracting may be carried out if the Controller does not state its objection to the communication made.

The subcontractor, who will also have the status of Processor, is also obliged to comply with the obligations set out in this document for the Processor and the instructions issued by the controller. It is the responsibility of the initial processor to regulate the new relationship so that the new processor is subject to the same conditions (instructions, obligations, security measures...) and with the same formal requirements as it, with regard to the proper processing of personal data and to the guarantee of the rights of the affected persons. In the event of non-compliance by the sub-processor, the initial processor shall remain fully liable to the Controller with respect to compliance with the obligations.

Page 5 of 8

14.             Exercise of Rights by Data Subjects

The Processor shall, whenever possible and taking into account the nature of the processing, create the technical and organizational conditions necessary to assist the Controller in its obligation to respond to requests for the rights of the data subject, and in particular the following:

Access, rectification, opposition and deletion.

Limitation of processing.

Data portability.

Not be subject to automated individualized decisions.

When the affected persons exercise the aforementioned rights before the Data Processor, the latter must notify it immediately and in any case on the business day following receipt of the request to admin@origobiopharma.es attaching the necessary documentation to resolve the request that exists in its possession.

However, when the data are processed exclusively with the Processor’s systems, the latter must resolve, on behalf of the Controller and within the established period, the requests received for the exercise of the data subject’s rights in relation to the data that is the subject matter of the assignment.

15.             Right to information

It is the responsibility of the Data Controller to provide the right of information at the time of collection of the data to be communicated to the Data Processor. Likewise, it undertakes to expressly inform the affected workers of the processing to be carried out by GalChimia and to comply with the obligations established in the GDPR for these purposes.

16.             Confidentiality

The Processor undertakes to maintain the duty of secrecy and confidentiality with respect to the personal data to which it has had access under this assignment, even after its purpose ends.

Likewise, ORIGO undertakes to maintain and/or, where appropriate, implement the corresponding Confidentiality of Information and Trade Secret Agreements with the personnel of its organization who will carry out their activity in the leased facilities subject matter of the Main Agreement, according to the guidelines determined for this purpose by GalChimia.

17.             Responsibility

As established in Article 82 of the GDPR, the Processor shall be responsible for the possible penalties and/or compensation for damages and losses caused to data subjects or third parties arising from non-compliance with the processing instructions established by the Controller or the current legal provisions on data protection.

18.             Destination of the data subject to processing

Upon completion of the provision of services under this agreement, the Processor shall certify, at the option of the Controller, the deletion or return of all existing personal data and copies. In any case, the deletion of data is not appropriate when its retention is required due to a legal obligation, in which case the Processor will proceed to the custody thereof by blocking the data and limiting its processing to those cases in which responsibilities may arise from its relationship with the Controller.

Page 6 of 8

In witness whereof, and for the necessary purposes, the Parties sign this agreement, in duplicate, at the place and on the date indicated in the heading.

By GalChimia, S.A.		By ORIGO BIOPHARMA, S.L.

/s/ Carme Pampín Casal		/s/ Ramon Bosser Artal

Ms. Carme Pampín Casal NIF [***]		Mr. Ramon Bosser Artal NIF [***]

Page 7 of 8

ANNEX I

ASSISTANT DATA PROCESSORS

ASSISTANT DATA PROCESSOR: [***].

CONTACT DETAILS: [***]

PURPOSE OF THE PROCESSING: Processing of data of the organization’s personnel in order to provide the agreed service consisting of “Service of occupational risk prevention and health control in the company, as well as information, documentation and training tasks of the preventive service”.

LEGAL GROUNDS:

GDPR: 6.1.b) Processing necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract.

GDPR: 6.1.c) Processing necessary for compliance with a legal obligation applicable to the controller.

PURPOSES OF THE PROCESSING:

Attendance at training activities.

Participation in safety risk evacuation drills.

TYPES OF PERSONAL DATA:

Employment and organizational data

Private contact details and identification details

Data relating to personal and professional circumstances and characteristics.

Risk Assessment and other reports within the group Health Control activity

Fitness for Work Certificates.

GDPR COMPLIANCE: There is a signed agreement that regulates the relationship between the parties as controller and processor in accordance with the provisions of the GDPR.

ASSIGNMENTS AND TRANSFERS OF DATA: No international transfers are made.

They can be communicated to: [***] Development of information systems, support and production, (Located in Spain); and [***] Hosting, networking and connectivity.

Page 8 of 8

ANNEX III

Industrial Building Operation Manual

(Intentionally Omitted)

ADDENDUM I

TO NON-RESIDENTIAL LEASE AGREEMENT

In Touro, on July 15, 2022

Gathered

On the one hand, GALCHIMIA, S.A. (hereinafter, “GALCHIMIA”) a Spanish company, domiciled at [***], and holder of N.I.F. (Número de Identificación Fiscal [Tax Identification Number]) [***], duly represented by Ms. María do Carme Pampín Casal, and holder of D.N.I. (Documento Nacional de Identidad [National Identification Document]) [***], in force, in her capacity as Director.

And, on the other hand, ORIGO BIOPHARMA, S.L. (hereinafter, “ORIGO”) a Spanish company, domiciled at [***], and provided with N.I.F. [***], duly represented by Agomab Therapeutics, sole administrator, in turn represented by Tim Knotnerus, in his capacity as CEO.

Hereinafter, GALCHIMIA and ORIGO may be collectively referred to as the “Parties” and individually as the “Party”.

The Parties mutually recognize the necessary legal capacity to contract and be bound freely and, for this purpose,

State

That, on October 26, 2021, GALCHIMIA and ORIGO signed a non-residential lease agreement by virtue of which ORIGO leases, in the capacity as lessee, to GALCHIMIA, in the capacity as lessor, the space of the Industrial Bay described in the aforementioned agreement (hereinafter, the “Agreement”).

II.

That, by virtue of Clause 2.1.4.c) of the Agreement, the Parties wish to sign this addendum to the Agreement for the purpose of modifying the number of Users who will have access to the Space, the amount of the Rent and the number of square meters of the Space subject to lease (hereinafter, the “Addendum”), all in accordance with the following:

Clauses

First.- Definitions and interpretation

Except as otherwise provided in this Addendum, those terms, definitions or words expressed in capital letters and not expressly defined in the same Addendum, will be interpreted in the sense set forth and defined for them in the Agreement.

Second.- Leased Space of the Industrial Bay

The Parties agree to modify Recital III a) of the Agreement, regarding the description of the Leased Space of the Industrial Bay, effective at the date of signing this Addendum, the wording of which will, hereinafter, be as follows:

Open-plan space of approximately 40 square meters of useful surface area, of which 20 m²corresponds to a laboratory (the “Laboratory Space”) and 20 m² corresponds to an office (the “Office Space”). The number of square meters indicated herein is approximate and subject to modification in accordance with the provisions of this Agreement.

Third.- Number of Users and amount of the Current Rent

The Parties agree to partially modify Clause 2.1 of the Agreement, relating to the rent, effective on the date of signing this Addendum, the wording of which will, hereinafter, be as follows:

2.1.

Rent

2.1.1.

In consideration for the lease of the Space, ORIGO will pay GALCHIMIA the amounts detailed below:

In consideration for the use of the Office Space, ORIGO will pay a monthly rent of €226.66 per User, as this term is defined in Clause 2.1.4 below.

(…)

Likewise, in consideration for the use of the Laboratory Space, ORIGO will pay a monthly rent of €666.66 per User, as this term is defined in Clause 2.1.4 below.

The above quantity includes the use of two (2) laboratory display cabinets, fully equipped for the execution of small-scale chemical synthesis projects. Likewise, the elements indicated in Clause 2.1.1 (b) above are also provided for the use, by ORIGO, of the Laboratory Space.

(…)

2.1.5.

The Parties declare that, as of the date of this Agreement, the total number of Users amounts to 6, which are distributed as follows:

two (2) Users for the Laboratory Space, and

four (4) Users for the Office Space.

2.1.6.

In accordance with the provisions of this Clause 2, the Parties declare that the current amount that ORIGO must pay to GALCHIMIA as Rent, in consideration of the current number of Users of the Space, is set at €1,333.33, for the Laboratory Space, and €906.67, for the Office Space, with the total of both amounts being €2,240.00 (the “Current Rent”).

(…)

Fourth.- Bond

The Parties agree to amend Clause 3.2 of the Agreement, relating to the bond, effective on the date of signing this Addendum, the wording of which shall hereinafter be as follows:

3.2.

The bond is established in the amount of €4,480.- equivalent to two (2) monthly payments of the Rent.

For the above purposes, and in accordance with the provisions of Clause 3 of the Agreement, GALCHIMIA undertakes to deposit, at the [***], the amount of the difference between the new amount of the above-mentioned bond and the amount that ORIGO has previously delivered to GALCHIMIA, so that the total amount of the deposited bond matches the amount indicated above.

Fifth.- Closing clause

Everything in the Agreement shall remain in full force and effect, except as contradicted by this Addendum, as the latter prevails.

The legal regime applicable to this addendum in matters of jurisdiction, applicable law or any other circumstance not expressly regulated herein shall be the same as provided for these matters in the Agreement.

In witness whereof, as evidence of acceptance of this agreement, the Parties sign this addendum, in one (1) counterpart and for one sole purpose, at the place and on the date indicated above in the heading.

July 15, 2022

/s/ Carme Pampín Casal

July 15, 2022

/s/ Tim Knotnerus

GALCHIMIA, S.A.

Carme Pampín Casal

Director

ORIGO BIOPHARMA, S.L.

Agomab Therapeutics, in turn represented by Tim Knotnerus, in his capacity as sole manager CEO

ADDENDUM II

TO THE NON-RESIDENTIAL LEASE AGREEMENT

This Addendum II is made in Touro on 27 March 2023 but shall have retroactive effect as of the 1st of January, 2023

By and between

On the one hand, GALCHIMIA, S.A. (hereinafter, “GALCHIMIA”), a Spanish Company, with registered offices at [***], and holder of Spanish Tax Identification number [***], duly represented by Ms. María do Carme Pampín Casal, holding Spanish ID number [***], in her capacity as Managing Director (“Consejera Delegada”).

And on the other hand, AGOMAB SPAIN, S.L.U. (hereinafter, “AGOMAB”), a Spanish Company, with registered offices at [***], and holder of Spanish Tax Identification number [***], duly represented by Mr. Tim Knotnerus, individual representing AGOMAB THERAPEUTICS NV, in its capacity as Sole Director.

Hereinafter, GALCHIMIA and AGOMAB may be referred to, jointly, as the “Parties” and, individually, as the “Party”.

The Parties mutually recognize each other as having the necessary legal capacity to bind themselves pursuant to the terms of the present Addendum II and, to that effect,

Whereas

I.	That on October 26^th, 2021, GALCHIMIA and AGOMAB (formerly known as ORIGO BIOPHARMA, S.L.) entered into a non-residential lease agreement (“Contrato de arrendamiento para uso distinto del de vivienda”) by virtue of which GALCHIMIA, as lessor leases, to AGOMAB, as lessee, a specific area of the industrial building (“nave industrial”) described in the aforementioned agreement (hereinafter, the “Agreement”).

II.	That on July 15^th, 2022, the Parties entered into an addendum amending the Agreement (the “Addendum I”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

III.	That by virtue of clause 2.1.4 c) of the Agreement, the Parties wish to enter into this addendum to the Agreement for the purpose of modifying the number of Users who will have access to the Area and the amount of the Rent / the number of Users who will have access to the Area, the amount of the Rent and the number of square meters of the Area to be leased (hereinafter, the “Addendum II”), all in accordance with the following:

Clauses

First.-

Definitions and construction

Unless otherwise provided in this Addendum II, those terms, definitions or words expressed in capital letters and not expressly defined in this Addendum II, shall be construed as set forth and defined for them in the Agreement.

Second.-

Leased area in the industrial building

The Parties agree to modify the Exhibit III a) of the Agreement, regarding the description of the leased Industrial Building, effective as of the date of execution of this Addendum II, whose wording shall hereinafter read as follows:

“

Open-plan area of approximately 40 square meters of usable space, of which 20 m² correspond to the laboratory area (“Espacio de Laboratorio") and 20 m² correspond to the office area ("Espacio de Oficina"). The number of square meters stated herein is approximate and subject to change in accordance with the terms of this Agreement.”

Third.-

Number of users and amount of current rent

The Parties agree to partially modify clause 2.1 of the Agreement, regarding the rent, effective as of the date of signature of this Addendum II, the wording of which shall hereinafter read as follows:

“2.1.

Rent

2.1.1.

In consideration for the lease of the Area, AGOMAB shall pay to GALCHIMIA the amounts detailed below:

In consideration for the use of the Office Area, AGOMAB shall pay a monthly rent of 239.58.-€ per User, as this term is defined in Clause 2.1.4 below.

(...)

In addition, in consideration for the use of the Laboratory Area, AGOMAB shall pay a monthly rent of 704.66.-€ per User, as this term is defined in Clause 2.1.4 below.

The above amount includes the use of two (2) laboratory cabinets, fully equipped for the execution of small-scale chemical synthesis projects. In addition, the items listed in Clause 2.1.1 (b) above are also provided for AGOMAB 's use of the Laboratory Area.

(...)

2.1.5.

The Parties declare that, as of the date of this Agreement, the total number of Users amounts to six (6), which are distributed as follows:

two(2) Users for the Laboratory Area, and

four(4) Users for the Office Area.

2.1.6.

Pursuant to the provisions of this Clause 2, the Parties declare that the current amount to be paid by AGOMAB to GALCHIMIA as Rent, in exchange of the current number of Users of the Area, is set at 1,409.32.-€, for the Laboratory Area, and 1,004.07.-€, for the Office Area, being the total of both amounts of 2,413.39.-€ ("Renta Actual").

(...)”

Fourth.-

Deposit

The Parties agree to modify clause 3.1 of the Agreement, regarding the deposit (“fianza”), effective as of the date of signature of this Addendum II, whose wording shall hereinafter read as follows:

“3.1. As a guarantee of its obligations, at the moment of the signature of the Agreement, AGOMAB shall deliver to GALCHIMIA an amount equivalent to two (2) monthly payments of the agreed Rent, as a deposit. If applicable, once five (5) years of duration of the present Agreement have elapsed, GALCHIMIA may require that the deposit is increased, or AGOMAB that it is decreased, to the amount equivalent to two (2) monthly payments of the then-current Rent, as the case may be..”

For clarification purposes, the Parties hereby expressly acknowledge that AGOMAB did not deliver the amount of the deposit to GALCHIMIA at the execution of the Agreement and, therefore, it is in the interest of both Parties to regularize this situation. Accordingly, as of the date of this Addendum II, AGOMAB delivers the amount of 4,826.78.-€, as the Deposit, amount that is equivalent to two (2) monthly payments of Rent and, in turn, GALCHIMIA undertakes to deposit, at the [***], the amount of the aforementioned Deposit.

Fifth.-

Closing clause

All the provisions of the Agreement and the Addendum I shall remain in full force and effect, except for those that conflict with this Addendum II, as the latter shall prevail.

The legal regime applicable to this Addendum II in matters of jurisdiction, applicable law or any other circumstance not expressly regulated in this document shall be the same as the one provided for these matters in the Agreement.

In witness whereof, the Parties have signed this Addendum II in duplicate originals and for a single purpose, when applicable, as of the effective date and place indicated in the heading.

/s/ Ms. Carme Pampín Casal

/s/ Mr. Tim Knotnerus

GALCHIMIA, S.A.

Ms. Carme Pampín Casal

AGOMAB SPAIN, S.L.U.
AGOMAB THERAPEUTICS NV
Mr. Tim Knotnerus

ADDENDUM III

TO THE NON-RESIDENTIAL LEASE AGREEMENT

This Addendum III is made in Touro on April 18th,, 2024 but shall have retroactive effect as of the 1st of January, 2024

By and between

Hereinafter, GALCHIMIA and AGOMAB may be referred to, jointly, as the “Parties” and, individually, as the “Party”.

The Parties mutually recognize each other as having the necessary legal capacity to bind themselves pursuant to the terms of the present Addendum III and, to that effect,

Whereas

I.	That on October 26^th, 2021, GALCHIMIA and AGOMAB (formerly known as ORIGO BIOPHARMA, S.L.) entered into a non-residential lease agreement (“Contrato de arrendamiento para uso distinto del de vivienda”) by virtue of which GALCHIMIA, as lessor leases, to AGOMAB, as lessee, a specific area of the industrial building (“nave industrial”) described in the aforementioned agreement (hereinafter, the “Agreement”).

II.	That on July 15^th, 2022, the Parties entered into an addendum amending the Agreement (the “Addendum I”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

III.	That on March 27^th, 2023, the Parties entered into an addendum amending the Agreement (the “Addendum II”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

IV.	That by virtue of clause 2.1.4 c) of the Agreement, the Parties wish to enter into this addendum to the Agreement for the purpose of modifying the number of Users who will have access to the Area and the amount of the Rent / the number of Users who will have access to the Area, the amount of the Rent and the number of square meters of the Area to be leased (hereinafter, the “Addendum III”), all in accordance with the following:

Clauses

First.-

Definitions and construction

Unless otherwise provided in this Addendum III, those terms, definitions or words expressed in capital letters and not expressly defined in this Addendum III, shall be construed as set forth and defined for them in the Agreement.

Second.-

Leased area in the industrial building

“

Third.-

Number of users and amount of current rent

The Parties agree to partially modify clause 2.1 of the Agreement, regarding the rent, effective as of the date of signature of this Addendum III, the wording of which shall hereinafter read as follows:

“2.1.

Rent

2.1.1.

In consideration for the lease of the Area, AGOMAB shall pay to GALCHIMIA the amounts detailed below:

In consideration for the use of the Office Area, AGOMAB shall pay a monthly rent of 255.00.-€ per User, as this term is defined in Clause 2.1.4 below.

(...)

In addition, in consideration for the use of the Laboratory Area, AGOMAB shall pay a monthly rent of 750.00.-€ per User, as this term is defined in Clause 2.1.4 below.

The above amount includes the use of one (1) laboratory cabinet per user, fully equipped for the execution of small-scale chemical synthesis projects. In addition, the items listed in Clause 2.1.1 (b) above are also provided for AGOMAB 's use of the Laboratory Area.

(...)

2.1.5.

The Parties declare that, as of the date of this Agreement, the total number of Users amounts to six (6), which are distributed as follows:

two(2) Users for the Laboratory Area, and

three(3) Users for the Office Area.

2.1.6.

Pursuant to the provisions of this Clause 2, the Parties declare that the current amount to be paid by AGOMAB to GALCHIMIA as Rent, in exchange of the current number of Users of the Area, is set at 1,500.00.-€ for the Laboratory Area, and 765.00.-€, for the Office Area, being the total of both amounts of 2,265.00.-€ ("Renta Actual").

(...)”

Fourth.-

Deposit

The Parties agree to modify clause 3.1 of the Agreement, regarding the deposit (“fianza”), effective as of the date of signature of this Addendum III, whose wording shall hereinafter read as follows:

For clarification purposes, the Parties hereby expressly acknowledge that AGOMAB did not deliver the amount of the deposit to GALCHIMIA at the execution of the Agreement and, therefore, it is in the interest of both Parties to regularize this situation. Accordingly, as of the date of this Addendum III, AGOMAB delivers the amount of 4,530.00.-€, as the Deposit, amount that is equivalent to two (2) monthly payments of Rent and, in turn, GALCHIMIA undertakes to deposit, at the [***] the amount of the aforementioned Deposit.

Fifth.-

Closing clause

All the provisions of the Agreement, the Addendum I and the Addendum II shall remain in full force and effect, except for those that conflict with this Addendum III, as the latter shall prevail.

The legal regime applicable to this Addendum III in matters of jurisdiction, applicable law or any other circumstance not expressly regulated in this document shall be the same as the one provided for these matters in the Agreement.

In witness whereof, the Parties have signed this Addendum III in duplicate originals and for a single purpose, when applicable, as of the effective date and place indicated in the heading.

/s/ Ms. Carme Pampín Casal

/s/ Mr. Tim Knotnerus

GALCHIMIA, S.A.

Ms. Carme Pampín Casal

AGOMAB SPAIN, S.L.U.
AGOMAB THERAPEUTICS NV
Mr. Tim Knotnerus

ADDENDUM IV

TO THE NON-RESIDENTIAL LEASE AGREEMENT

This Addendum IV is made in Touro in February 6, 2025 but shall have retroactive effect as of the 1st of January, 2025

By and between

Hereinafter, GALCHIMIA and AGOMAB may be referred to, jointly, as the “Parties” and, individually, as the “Party”.

The Parties mutually recognize each other as having the necessary legal capacity to bind themselves pursuant to the terms of the present Addendum III and, to that effect,

Whereas

I.	That on October 26^th, 2021, GALCHIMIA and AGOMAB (formerly known as ORIGO BIOPHARMA, S.L.) entered into a non-residential lease agreement (“Contrato de arrendamiento para uso distinto del de vivienda”) by virtue of which GALCHIMIA, as lessor leases, to AGOMAB, as lessee, a specific area of the industrial building (“nave industrial”) described in the aforementioned agreement (hereinafter, the “Agreement”).

II.	That on July 15^th, 2022, the Parties entered into an addendum amending the Agreement (the “Addendum I”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

III.	That on March 27^th, 2023, the Parties entered into an addendum amending the Agreement (the “Addendum II”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

IV.	That on April 18^th, 2024, the Parties entered into an addendum amending the Agreement (the “Addendum III”) in which were modified the number of Users (“Usuarios”) that will have access to the Area (“Espacio”), the amount of the Rent (“Renta”) and the number of square meters of the leased Area.

V.	That by virtue of clause 2.1.4 c) of the Agreement, the Parties wish to enter into this addendum to the Agreement for the purpose of modifying the number of Users who will have access to the Area and the amount of the Rent / the number of Users who will have access to the Area and the amount of the Rent and the number of square meters of the Area to be leased (hereinafter, the “Addendum IV”), all in accordance with the following:

Clauses

First.-

Definitions and construction

Unless otherwise provided in this Addendum IV, those terms, definitions or words expressed in capital letters and not expressly defined in this Addendum IV, shall be construed as set forth and defined for them in the Agreement.

Second.-

Number of users and amount of current rent

The Parties agree to partially modify clause 2.1 of the Agreement, regarding the rent, effective as of the date of signature of this Addendum IV, the wording of which shall hereinafter read as follows:

“2.1.

Rent

2.1.1.

In consideration for the lease of the Area, AGOMAB shall pay to GALCHIMIA the amounts detailed below:

In consideration for the use of the Office Area, AGOMAB shall pay a monthly rent of 260.00.-€ per User, as this term is defined in Clause 2.1.4 below.

(...)

In addition, in consideration for the use of the Laboratory Area, AGOMAB shall pay a monthly rent of 770.00.-€ per User, as this term is defined in Clause 2.1.4 below.

The above amount includes the use of one (1) laboratory cabinet per user, fully equipped for the execution of small-scale chemical synthesis projects. In addition, the items listed in Clause 2.1.1 (b) above are also provided for AGOMAB 's use of the Laboratory Area.

(...)

2.1.5.

The Parties declare that, as of the date of this Agreement, the total number of Users amounts to five (5), which are distributed as follows:

three(3) Users for the Laboratory Area, and

two(2) Users for the Office Area.

2.1.6.

Pursuant to the provisions of this Clause 2, the Parties declare that the current amount to be paid by AGOMAB to GALCHIMIA as Rent, in exchange of the current number of Users of the Area, is set at 2,310.00.-€ for the Laboratory Area, and 520.00.-€, for the Office Area, being the total of both amounts of 2,830.00.-€ ("Renta Actual").

(...)”

Third.-

Closing clause

All the provisions of the Agreement, the Addendum I, the Addendum II and the Addendum III shall remain in full force and effect, except for those that conflict with this Addendum IV, as the latter shall prevail.

The legal regime applicable to this Addendum IV in matters of jurisdiction, applicable law or any other circumstance not expressly regulated in this document shall be the same as the one provided for these matters in the Agreement.

In witness whereof, the Parties have signed this Addendum IV in duplicate originals and for a single purpose, when applicable, as of the effective date and place indicated in the heading.

/s/ Ms. Carme Pampín Casal

/s/ Mr. Tim Knotnerus

GALCHIMIA, S.A.

Ms. Carme Pampín Casal

AGOMAB SPAIN, S.L.U.
AGOMAB THERAPEUTICS NV
Mr. Tim Knotnerus

Exhibit 10.12

Final version

15 January 2026

2026 GLOBAL STOCK OPTION PLAN

Regarding the grant of Options to the managers, employees, directors, outside consultants and/or advisors.

TABLE OF CONTENTS

FOREWORD


1.	DEFINITIONS	5

2.	GENERAL MECHANISM OF THE OFFER OF OPTIONS	8

3.	BENEFICIARIES	8

4.	NUMBER OF OPTIONS	9

5.	OPTIONS	9


5.1	Number of Options per Beneficiary	9
5.2	Nature of the Options	9
5.3	Option Price	9
5.4	Term of Options	9
5.5	Non-transferability and security	9


6.	OFFER OF OPTIONS	10


6.1	Offer Date	10
6.2	Acceptance or refusal of the Offer	10
6.3	Acceptance of the Regulations	11


7.	EXERCISE OF THE OPTIONS	11


7.1	Exercise conditions	11
7.2	Exercise Price	11
7.3	Consequences of the Exercise	12
7.4	Vesting of Options and Exercise Periods	12
7.5	Number of Shares per Option	13
7.6	Cancellation of the Right to exercise the Options	13

7.6.1	Type C Leaver	13
7.6.2	Type B Leaver	13
7.6.3	Type A Leaver	14

7.7	Exercise Conditions	14
7.8	Payment Conditions	14
7.9	Liquidity Event	14


8.	DEATH OF THE BENEFICIARY	15

9.	NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS	15


9.1	Nature of the shares	15
9.2	Rights attached to the shares	15
9.3	Transferability of the shares	15


10.	AUTHORIZED OPERATIONS AND ADAPTATIONS	15


10.1	Operation	15

10.2

Adaptation    

10.2.1	Reorganizations of the Company's Shares	16
10.2.2	Mergers, de-mergers	16

10.3	Notice	17
10.4	Trading Restrictions	17
10.5	Compensation Recovery Policy	17


11.	TAXES	17

12.	EXPENSES	18

12.1	The Company	18
12.2	The Beneficiaries	18

13.	ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS	19

14.	INFORMATION TO THE BENEFICIARIES	19

15.	NULLITY OF A PROVISION	19

16.	NOTICES	19

17.	APPLICABLE LAW AND JURISDICTION	20


17.1	Applicable Law	20
17.2	Jurisdiction	20


18.	U.S. BENEFICIARIES	20


18.1	Grant Date	20
18.2	Exercise Price	20
18.3	Section 409A	21
18.4	Currency Exchange Rates	21

FOREWORD

The 2026 Global Stock Option Plan of AGOMAB THERAPEUTICS NV has been approved by the Board of Directors and the Company's extraordinary shareholders' meeting held on or around 15 January 2026, in order to offer to certain managers, employees, directors, outside consultants and/or advisors of the Company and/or its Subsidiaries, Options allowing them to subscribe to new Shares of the Company.

The 2026 Global Stock Option Plan seeks to motivate and inspire loyalty amongst the Beneficiaries. Aware of the fact that their contribution is essential to the development of the activities and the increase of the results, the Company wishes to give the Beneficiaries the opportunity to become a shareholder or to increase their participation in the share capital of the Company and accordingly the Beneficiaries may expect to make a financial profit in case of a positive evolution of the results and, thus, the value of the Company and, as the case may be, the trading price of the Shares (or the ADSs representing such Shares).

The Board of Directors limits the maximum number of Options to be granted under the 2026 Global Stock Option Plan to the Maximum Number.

The 2026 Global Stock Option Plan is set for a definite period of ten (10) years as of 15 January 2026. Nevertheless, the Board of Directors may at any time decide to terminate the 2026 Global Stock Option Plan or to replace it by another plan if the economic conditions and the performance of the Company require so, without any prejudice to the rights of the Options already granted.

The present Regulations, as modified from time to time by the Board of Directors in accordance with the rights of the Beneficiaries, govern the terms and conditions of the Options.

1.             DEFINITIONS

Act		means the United States Securities Act of 1933, as amended. Any reference to a section of the Act herein will be a reference to any successor or amended to any successor or amended section of the Act.

ADSs	:	American Depositary Shares.

Affiliate	:	has the meaning of affiliate (“verbonden persoon of vennootschap” / “personne ou société liée”) as defined in article 1:20 of the Belgian Code of Companies and Associations.

Answer Form	:	the form attached in Exhibit 2 or any other form (whether physical or digital) in which the Board of Directors would request to respond to the Offer.

Belgian Code of Companies and Associations	:	means the Belgian Code of Companies and Associations of 23 March 2019 (as amended from time to time).

Beneficiary	:	a manager, employee, director, outside consultant and/or advisor of the Company or the Company’s Subsidiaries (it being understood that if such manager, director, outside consultant and/or advisor would be a management company, the Options shall be granted either to the management company or directly to the manager of such management company to which at least one (1) Option has been granted according to the Regulations or to a decision of the Board of Directors in accordance with the Regulations; provided that, any such Beneficiary is eligible to receive an Option under Instruction A.1(a)(1) of Form S-8 under the Act).

Board of Directors	:	means the board of directors of the Company, as constituted from time to time.

Clause	:	a clause of these Regulations.

Company	:	AgomAb Therapeutics NV, a limited liability company (“naamloze vennootschap” / “société anonyme”) organized and existing under the laws of Belgium, having its registered office at Posthoflei 1, box 6, 2600 Berchem (Antwerp), Belgium, registered with the Register of Legal Entities (“rechtspersonenregister” / “registre des personnes morales”) held with the Crossroads Databank for Enterprises (“Kruispuntbank van Ondernemingen” / “Banque Carrefour des Entreprises”) under number 0674.527.310 (RLE Antwerp, division Antwerp).

Code	:	means the United States Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

Control		has the meaning of control as defined in article 1:14 of the Belgian Code of Companies and Associations

Controlling Interest	:	means an interest in shares giving to the holder or holders Control of the Company.

Exercise Conditions	:	the conditions under which the Beneficiaries are allowed to exercise an Option during the Exercise Periods.

Exercise Form	:	the form attached in Exhibit 3 or any other form (whether physical or digital) in which the Board of Directors would request to exercise an Option.

Exercise Period	:	the period during which Options may be exercised pursuant to the 2026 Global Stock Option Plan.

Exercise Price	:	the amount payable for the exercise of an Option pursuant to the 2026 Global Stock Option Plan, as determined in the Offer Letter and Stock Option Agreement (if any).

2026 Global Stock Option Plan	:	the 2026 Global Stock Option Plan of the Company as defined in the present Regulations and as modified from time to time by the Board of Directors in accordance with Clause 13 of the Regulations.

Grant	:	the grant of the Options following the acceptance of an Offer.

Liquidity Event	:	(i) a change in Control of the Company, (ii) liquidation and dissolution of the Company, or (iii) the sale by the Company and / or any of its Subsidiaries of all or substantially all of its undertaking and assets.

Maximum Number	:	five percent (5%) of the total number of outstanding shares of the Company (on a fully diluted basis) immediately after the completion and settlement of the capital increase in cash in the framework of the Company’s initial public offering of ADSs (representing Shares of the Company) in the United States, or, as the case may be, immediately after the completion of the exercise of the over-allotment option (if any), in each case rounded down to the nearest whole number.

Offer	:	the written and dated offer of at least one (1) Option to one or more Beneficiaries according to the terms of the 2026 Global Stock Option Plan.

Offer Letter	:	the form attached in Exhibit 1 or any other form, whether physical or digital, through which the Board of Directors would issue an Offer.

Option	:	a subscription right (“inschrijvingsrecht” / “droit de souscription”) issued by the Company granting the Beneficiaries the right to subscribe, under the terms and conditions defined in the 2026 Global Stock Option Plan, and the specific terms set out in the Offer Letter and Stock Option Agreement, if any, during the Exercise Periods, to a number of Shares determined by the 2026 Global Stock Option Plan against payment of the Exercise Price.

Regulations	:	the present regulations of the 2026 Global Stock Option Plan, as the case may be modified by the Board of Directors in accordance with Clause 13 of these Regulations.

Share	:	a new ordinary share of the Company granting the same rights and advantages as the then existing ordinary shares of the Company.

Subsidiaries	:	a company under the Control of the Company, as further set forth in article 1:15, 2° of the Belgian Code of Companies and Associations.

Stock Option Agreement	:	an agreement that may be entered into by the Company and the Beneficiary which may impose additional specific conditions or may contain additional provisions with respect to the Options granted to such Beneficiary, taking into account that these conditions and provisions may not be incompatible with the provisions of the Regulations.

Type A Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, manager, director, consultant and/or advisor of the Company (or any of its Subsidiaries) in circumstances involving his/her/it being (summarily) dismissed or terminated by reason of fraud, dishonesty or gross misconduct/negligence, and, specifically, as far as an employee Beneficiary is concerned, by reason of serious cause ("fraude” I "dor I "despido disciplinario procedente” I "dringende reden” /"motif grave”).

Type B Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, manager, director, consultant and/or advisor of the Company (or any of its Subsidiaries) voluntarily or as a result of the resignation by the Beneficiary (or his/her management company, as the case may be) for reasons other than severe illness, death or retirement, within the first three (3) years after the date of sending of the Offer Letter addressed to such Beneficiary.

Type C Leaver	:	means a Beneficiary (or its management company, as the case may be) who ceases to be an employee, manager, director, consultant and/or advisor of the Company (or any of its Subsidiaries) and who is not a Type A Leaver or a Type B Leaver, or who is otherwise qualified as a Type C Leaver by the Board of Directors.

U.S. Beneficiary	:	means a Beneficiary who is or is expected to become a United States resident or otherwise subject to the federal tax laws of the United States.

2.             GENERAL MECHANISM OF THE OFFER OF OPTIONS

The 2026 Global Stock Option Plan offers to the Beneficiaries the opportunity to be granted a certain number of Options for free.

Each Option grants its owner the right (but not the obligation) to subscribe to a Share, under the Exercise Conditions, during the Exercise Periods and against payment of the Exercise Price.

3.            BENEFICIARIES

The 2026 Global Stock Option Plan is open to the managers, employees, directors, outside consultants and/or advisors of the Company and its Subsidiaries. The Beneficiaries must be identified pursuant to a well-defined procedure established by the Board of Directors, within the limits of the Regulations. Nevertheless, the Company has the right to offer at its sole discretion Options to the managers, employees, directors, outside consultants and/or advisors of the Company or its Subsidiaries. In all cases, Beneficiaries shall be limited to those persons eligible to receive Options pursuant to Instruction A. 1(a)(1) of Form S-8 of the Act.

The Offer of Options does not create in favor of the Beneficiaries any right to receive (additional) Options in the future.

The Offer of Options and the right to exercise them are not part of the employment contract or the service agreement concluded with the Company (or any of its Subsidiaries) and can, therefore, not be regarded as acquired rights.

4.             NUMBER OF OPTIONS

The number of Options which may be granted to the Beneficiaries, within the framework of the 2026 Global Stock Option Plan governed by the present Regulations, is limited to the Maximum Number.

5.             OPTIONS

5.1           Number of Options per Beneficiary

5.2           Nature of the Options

5.3           Option Price

The Options are granted for free to the Beneficiaries.

5.4           Term of Options

The Options are valid for a term of ten (10) years as of 15 January 2026 and ending on 15 January 2036 (the “Expiration Date”), regardless of the day they were granted to the Beneficiaries.

Any Option which has not been exercised at its Expiration Date, shall become null and void and valueless (worthless) without the Beneficiary being able to invoke any compensation right.

5.5           Non-transferability and security

The Options are strictly personal and cannot be transferred after the Offer, except:

(i)   in case of death as provided for in Clause 8;

(ii) 

in connection with obligations to transfer resulting from the Company’s articles of association (if any); and

(iii)  

if the Beneficiary is a management company, such management company may transfer the Options to its manager or to any company in which it holds a Controlling Interest at any moment in time.

The Options cannot be pledged, nor made subject to any security right or collateral whatsoever.

The Options which would have been transferred, pledged or used as whatsoever kind of security right or collateral in violation of the terms of this Clause 5.5, will not be exercisable.

Any transfer in accordance with this Clause 5.5 must be promptly notified to the Company.

6.             OFFER OF OPTIONS

6.1           Offer Date

The Company will address each Beneficiary a duly dated and executed customized Offer Letter, containing all material terms and conditions, for a certain number of Options.

The Options are regarded as offered at the date of sending of the Offer Letter.

6.2           Acceptance or refusal of the Offer

The Beneficiary is free to accept the Offer in full or in part or to refuse it.

An Answer Form is addressed to each Beneficiary with the Offer Letter, by means of which the Beneficiary notifies his/her/its decision with respect to the Offer: acceptance (in full or in part) or refusal.

The Answer Form is returned, duly completed and signed, by the Beneficiary to the Company at the latest on the date mentioned on the Answer Form.

The Offer of Options shall, in any case, be considered totally refused if the Beneficiary has not accepted the Offer in writing within the acceptance period indicated in the Offer Letter (which shall not exceed seventy-five (75) calendar days as from the date of the Offer), without the Beneficiary being able to invoke any compensation right. If the Beneficiary accepts the Offer in writing in whole or in part within sixty (60) calendar days following the date of the Offer, the portion of the Options that has been accepted in writing within such a time frame shall be deemed to have been Granted on the sixtieth (60th) calendar day following the date of the Offer for Belgian tax purposes, in line with applicable regulations.

If an Option is refused, it shall be deemed never to have been granted to the person and the so refused Options shall remain available to the Company for any further grants to other Beneficiaries.

6.3           Acceptance of the Regulations

7.             EXERCISE OF THE OPTIONS

7.1           Exercise conditions

The exercise of the Options is subject to the Exercise Conditions described in Clause 7 of these Regulations.

7.2           Exercise Price

The Exercise Price of the Options shall be determined by or on behalf of the Board of Directors, as the case may be, after having obtained an advice from the Company’s statutory auditor if required by law, and shall be mentioned in the Offer Letter and individual Stock Option Agreement between the Company and the Beneficiary, if any.

Unless determined otherwise by the Board of Directors, to the extent that the Shares (or the ADSs representing such Shares) of the Company are listed or traded on the Nasdaq Global Market (or any other tier on the Nasdaq stock exchange) ("NASDAQ") at the date of the Offer, the Exercise Price will at least be equal to either (at the Company’s discretion) (a) the closing price of the Share (or the ADSs representing such Shares) of the Company on NASDAQ on the last trading day preceding the date of the Offer, or (b) the volume weighted average of the closing prices of the Share (or the ADSs representing such Shares) of the Company on NASDAQ during the last thirty (30) trading days preceding the date of the Offer. The determination of the Exercise Price of Options to U.S. Beneficiaries shall be subject to Article 18.2.

7.3           Consequences of the Exercise

In case of exercise of the Options, the Shares issued in consideration for the exercise shall be in registered form and will be issued as soon as reasonably possible, taking into account the applicable administrative and corporate formalities and taking into account the number of Shares to be issued, after the end of the Exercise Period, in accordance with the relevant provisions of the Belgian Code of Companies and Associations. Unless determined otherwise by the Board of Directors, to the extent that the Shares (or the ADSs representing such Shares) of the Company are listed or traded on NASDAQ, the Beneficiary who has exercised Options may request the Company to have the issued Shares (as the case may be, and subject to applicable laws and regulations and the applicable terms of the ADS program, in the form of ADSs representing such Shares) listed for trading on NASDAQ. All direct costs and taxes in connection with the ADS program, including, without limitation, bank fees and similar charges, shall be borne by the relevant shareholder. For the avoidance of doubt, notarial fees and legal fees shall be borne by the Company. The Company shall provide reasonable support in relation to the aforementioned exercise and listing process.

7.4           Vesting of Options and Exercise Periods

Unless explicitly decided otherwise by the Board of Directors, Options offered under this 2026 Global Stock Option Plan will be offered with the following vesting schedule:

	·		The Options will not vest during the first twelve (12) months as of the date of the Offer Letter.

	·		Afterwards, the vesting of the Options will take place as follows:

twelve (12) months after the date of the Offer Letter: vesting of 25% of the Options;

Unless otherwise decided by the Board of Directors, the vested Options may be exercised as from the commencement (January 1) of the fourth calendar year following the calendar year in which the Options were offered.

Unless explicitly decided otherwise by the Board of Directors, Options offered to directors of the Company under this 2026 Global Stock Option Plan will fully (100%) vest and be fully exercisable on the first anniversary of the date of the Offer Letter.

The Board of Directors will establish at least two Exercise Periods, each of at least two weeks, per calendar year. The Board of Directors may establish more than two Exercise Periods per calendar year if it deems fit.

All non-exercised Options coming to their Expiration Date become null and void without their Beneficiary having any right to claim any damages whatsoever, in accordance with Clause 5.4.

The Stock Option Agreement (if any) can deviate from these rules.

7.5           Number of Shares per Option

One (1) Option gives right to one (1) Share.

7.6           Cancellation of the right to exercise the Options

7.6.1            Type C Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type C Leaver at the time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries, will automatically be cancelled and expire, without any right of exercise and without any compensation of whatever nature being due by the Company or its Subsidiaries.

The Type C Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employee, manager, director, consultant or advisor of the Company or its Subsidiaries, during any valid exercise period after such time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries.

7.6.2            Type B Leaver

Unless otherwise decided by the Board of Directors, the Options which are not yet vested pursuant to Clause 7.4, and which are held by a Type B Leaver at the time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries, will automatically be cancelled and expire, without any right of exercise and without any compensation of whatever nature being due by the Company or its Subsidiaries.

The Type B Leaver remains entitled to exercise his/her/its Options which are vested at the time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries, during the first valid exercise period for his/her vested Options in accordance with Clause 7.4 of these Regulations, after the time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries. Vested Options that are not exercised by the Type B Leaver during that exercise period, will expire, without any compensation of whatever nature being due by the Company or its Subsidiaries.

7.6.3        Type A Leaver

The Options, whether or not they are vested pursuant to Clause 7.4, which are held by a Type A Leaver at the time he/she/it ceases to be employee, manager, director, consultant and/or advisor of the Company or its Subsidiaries, will automatically be cancelled and expire, without any right of exercise and without any compensation of whatever nature being due by the Company or its Subsidiaries.

7.7           Exercise Conditions

The Options can be exercised through the delivery of an Exercise Form to the Company, for the attention of the Board of Directors. The Exercise Form can either (i) be personally delivered, (ii) be sent by email, (iii) be sent by registered letter, or (iv) if applicable, via an online tool, with either one having to be received by the Company no later than the last calendar day of an exercise period as referred to in Clause 7.4.

The Exercise Form must be fully completed and signed by the Beneficiary and indicate the number of Options that the Beneficiary wishes to exercise.

The exercise of the Options is unconditional.

7.8           Payment conditions

Payment is made by wire transfer of the Exercise Price of all exercised Options to a blocked bank account of the Company, mentioned by the latter on the Exercise Form.

7.9           Liquidity Event

Unless determined otherwise by the Board of Directors, in case of a Liquidity Event, all of the Options will immediately vest and will be immediately exercisable during an Exercise Period determined by the Board of Directors.

The tax consequences, if any, of an accelerated exercise pursuant to this Clause 7.9 will be borne exclusively by the relevant Beneficiary.

The Stock Option Agreement (if any) can deviate from the aforementioned rules.

8.             DEATH OF THE BENEFICIARY

In case of death of the Beneficiary (natural person), his/her Options may be exercised by his/her designated legal successors. The same rules apply to the successors as to the Beneficiaries who are Type C Leavers.

The succession (inheritance) rules will be observed. Nevertheless, in case of multiple legal successors or in case of split reversionary ownership / life tenancy (usufruct), a single representative will be elected by the successors for the purpose of exercising the Options.

The Company is entitled to suspend the right to exercise the Options until the appointment of such a representative is duly notified to the Company.

9.             NATURE OF THE SHARES ISSUED UPON EXERCISE OF THE OPTIONS

9.1           Nature of the Shares

The Shares are ordinary shares of the Company.

9.2           Rights attached to the Shares

The Shares issued at the occasion of the exercise of the Options will have the same rights and benefits as, and shall rank pari passu in all respects, including as to entitlement to dividends and other distributions, with the existing and outstanding shares of the Company at the moment of their issuance, and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the issue date of the Shares.

9.3           Transferability of the Shares

Notwithstanding contractual lock-up undertakings from time to time, the transfer of Shares is subject to the terms and conditions defined in the articles of association of the Company.

10.           AUTHORIZED OPERATIONS AND ADAPTATIONS

10.1         Operation

The Company remains entitled to proceed to any action, transaction or operation resulting in changes in the amount or composition of the corporate capital or in the number and nature of the shares representing the capital, such as, but not limited to, regrouping or splitting of the shares, the issuance of subscription rights or convertible bonds, the increase of the capital through contribution in kind or incorporation of reserves, the capital decrease, the splitting, the merger, the acquisition or disposal of certain assets, the (partial) demerger or the distribution of dividends in shares, without the prior consent of the Beneficiaries, if necessary, even if such actions, transactions or operations would lead to a reduction of the benefits allocated to the holders of the Options.

Should the rights of a holder of Options with respect to the Options of such holder be affected by such action, transaction or operation, then the holder of the Options shall not be entitled to a change of the Exercise Price, a change of the exercise conditions or any other form of (financial or other) compensation, unless the Board of Directors would explicitly decide otherwise.

The holder of Options shall not be entitled to exercise his/her/its Options in case of a capital increase in cash in the Company, in accordance with Article 7:71 of the Belgian Code of Companies and Associations.

10.2         Adaptation

10.2.1      Reorganizations of the Company's Shares

In the event that at any time as of the issue date of the Options up to the exercise of an Option, the Company (i) sub-divides its shares into a larger number of shares, or (ii) combines its shares into a smaller number of shares, then the number of Shares to be issued upon exercise of the Option after the occurrence of one of such events shall be adjusted so that, after giving effect to such adjustment, the holder of the Option shall be entitled to receive the number of Shares upon exercise of the Option that such holder would have owned or have been entitled to receive had this Option been exercised immediately prior to the occurrence of the event concerned.

An adaptation made pursuant to this Clause 10.2.1 shall become effective after the effective date of the event concerned. The Company shall inform the Beneficiaries of such adjustment by means of a notice as soon as practicable after the effective date of the event concerned.

The tax consequences, if any, of any such adaptation pursuant to this Clause 10.2.1 will be borne exclusively by the relevant Beneficiary.

10.2.2      Mergers, de-mergers

In the event that at any time as of the issue date of the Options up to the exercise of an Option, there is (i) a merger of the Company with or into another person or entity whereby the Company is not the surviving entity, or (ii) a de-merger of the Company, whereby in both (i) and (ii) the shares of the Company are exchanged into shares, other securities, cash or other property of one or more other persons or entities, then the Shares to be issued upon exercise of the Option after the occurrence of one of such events shall be adjusted so that, after giving effect to such adjustment, the Beneficiary shall upon exercise of the Option be entitled to receive the number of shares, other securities, cash or other property of the successor or acquiring persons or entities that such holder would have owned or have been entitled to receive had this Option been exercised immediately prior to the occurrence of the event concerned.

An adjustment made pursuant to this Clause 10.2.2 shall become effective immediately after the effective date of the event concerned. The Company shall inform the Beneficiary of such adjustment by means of a notice as soon as practicable after the effective date of the event concerned.

In case of any such merger or de-merger, the Company must procure that the successor or acquiring persons or entities shall expressly assume the due observance and performance of each and every covenant and obligation of the Regulations, the Offer Letter, the applicable Stock Option Agreements (if any) and any applicable sub-plans to be performed and observed by the Company.

The tax consequences, if any, of any such adaptation pursuant to this Clause 10.2.2 will be borne exclusively by the relevant Beneficiary.

10.3         Notice

The possible adaption of the terms and conditions of the exercise of the Options referred to in Clause 10.2 will be notified in an appropriate way to the Beneficiaries concerned.

10.4         Trading Restrictions

Option exercises shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

10.5         Compensation Recovery Policy

Options under this 2026 Global Stock Option Plan shall be subject to the Company’s compensation recovery policies and procedures, as may be in effect from time to time.

11.           TAXES

12.           EXPENSES

12.1         The Company

Subject to Clause 11, all of Company’s expenses in connection with the issue of the Options will be borne by the Company.

12.2         The Beneficiaries

Unless otherwise provided for in the Regulations, as modified from time to time, all costs in relation to the exercise of the Options, the sale of the Shares (and/or ADSs representing such Shares) acquired by exercising the Options and the transfer of Options and/or Shares (and/or ADSs representing such Shares) in case of death, will be borne by the Beneficiary.

13.           ADAPTATION AND IMPLEMENTATION OF THE REGULATIONS

The Board of Directors may modify the Regulations, taking into account the Beneficiaries’ rights, and without any prejudice to the rights attached to the Options granted to the Beneficiaries. Any modification will be enforceable against the Beneficiaries five (5) calendar days after notification in writing to the Beneficiaries.

Notwithstanding any other provision of the Regulations, the Board of Directors may amend or supplement the Regulations including, without limitation, approving and adopting any and all sub-plans or appendices for employees, managers, consultants and/or advisors, including employees, managers, consultants and/or advisors outside of Belgium, provided that such sub-plans or appendices conform with any applicable local tax laws and do not negatively impact the Beneficiaries’ rights attached to the Options.

14.          INFORMATION TO THE BENEFICIARIES

The Company cannot be held liable for any damage or loss possibly suffered by the Beneficiaries as a result of their participation in the 2026 Global Stock Option Plan.

15.          NULLITY OF A PROVISION

The nullity or unenforceability of any provision of this 2026 Global Stock Option Plan does not in any way affect the validity or enforceability of the remaining provisions of this 2026 Global Stock Option Plan. In this case, the invalid or unenforceable provision will be replaced by an equivalent valid and enforceable provision having a similar economic effect for the parties concerned.

16.          NOTICES

Any notice to the holders of Options shall be made to the address mentioned in the subscription rights register of the Company, or to the e-mail address provided by them to the Company. Any notice to the Company or to the Board of Directors, shall be validly made to the address of the registered office of the Company.

Address modifications must be notified in accordance with this provision.

17.          APPLICABLE LAW AND JURISDICTION

17.1         Applicable law

The Regulations, the 2026 Global Stock Option Plan and the Options are subject to Belgian law.

17.2         Jurisdiction

Any dispute arising from the interpretation, implementation, performance, validity or termination of the 2026 Global Stock Option Plan will be exclusively submitted to the courts of the location of the registered office of the Company.

18.           U.S. BENEFICIARIES

18.1         Grant Date

Corporate action constituting a grant by the Company of an Option will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board of Directors, regardless of when the Stock Option Agreement (if any), or such other instrument, certificate, book entry, or letter evidencing the Option is communicated to, or actually received or accepted by, a U.S. Beneficiary (the “U.S. Grant Date”) for U.S. law purposes only.

18.2         Exercise Price

The Exercise Price per Share purchasable under any Option granted to a U.S. Beneficiary will be determined by the Board of Directors and will not be less than 100% of the fair market value of a Share on the U.S. Grant Date. Notwithstanding the foregoing, Options may be granted with an exercise price per Share that is less than 100 percent of the fair market value on the date of grant (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, or (ii) the Options are otherwise compliant with or exempt from Section 409A of the Code. For purposes hereof, the “fair market value” shall be determined (A) if the Shares (or the ADSs representing such Shares) are listed on any established stock exchange, by reference to market quotations and in a manner permitted under Section 409A of the Code and (B) in the absence of an established market for the Shares (or the ADSs representing such Shares), by the Board of Directors in good faith by application of a reasonable valuation method not inconsistent with Section 409A of the Code.

18.3         Section 409A

Unless otherwise expressly provided for by the Board of Directors at the time of grant, the terms applicable to Options granted to U.S. Beneficiaries under this 2026 Global Stock Option Plan will be interpreted to the greatest extent possible in a manner that makes such Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in this 2026 Global Stock Option Plan (and unless the Stock Option Agreement, if any, or other written contract with the U.S. Beneficiary specifically provides otherwise), if the Shares (or the ADSs representing such Shares) are publicly traded, and if a U.S. Beneficiary of an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Beneficiary’s “separation from service” or, if earlier, the date of the U.S. Beneficiary’s death, unless such distribution or payment can be made in a manner that does not result in accelerated taxation or a tax penalty under Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule. Any adjustments to Options held by U.S. Beneficiaries pursuant to clause 10.2 of the Regulations shall be done only to the extent permitted by, and in a manner that complies with, Section 409A of the Code.

18.4         Currency Exchange Rates

EXHIBIT 1 - Offer Letter

2026 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

[Date]

Re: Offer of Options

AGOMAB THERAPEUTICS NV is pleased to offer you [•] Options at the exercise price of EUR [•] per Option, which will vest as per the following schedule

[•]

and with a term expiring on [•].

The conditions applying to these Options are set out in the Regulations and the Stock Option Agreement (if any).

The Answer Form and the Stock Option Agreement, if any, must be returned, duly completed and signed, to AGOMAB THERAPEUTICS NV, for the attention of the Board of Directors of AGOMAB THERAPEUTICS NV by [•] at the latest. Please note that failure to complete, sign or to send the Answer Form or sending it late will result in the Options being deemed to have been fully refused.

Yours sincerely,

AGOMAB THERAPEUTICS NV

[•]

	Read and approved

	[•]

EXHIBIT 2 - Answer Form

2026 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

Grant

The undersigned                                                                                      (NAME)

domiciled / having its registered office at                                                                                                                                                   (FULL ADDRESS)

hereby declares to have full knowledge of the Regulations regarding the abovementioned 2026 Global Stock Option Plan and accepts the terms and conditions of the Offer as set out in the Offer Letter, the Regulations and the Stock Option Agreement (if any).

The undersigned hereby notifies his/her/its decision in respect of the Grant dated                                                        (DATE). He/She declares:

Please tick ONE option

-    to accept all the                                             Options offered.

-    to accept                                                    out of the                                                  Options offered.

-    to refuse all the                                        Options offered.

(Complete and delete as applicable)

The undersigned acknowledges that the Exercise Price of the Options is set at EUR [•] (rounded) per Share subject to the Options.

Done on                                             

Signature

Important:	1) This document must be returned to [•] by [•] at the latest, duly completed and signed.

	2) Failure to sign or send this document in time will result in the Options being deemed to have been fully refused.

EXHIBIT 3 - Exercise Form

2026 GLOBAL STOCK OPTION PLAN OF AGOMAB THERAPEUTICS NV

hereby declares to exercise the following Options:

                                                         (NUMBER) Options, attributed on                                                          (DATE) at the Exercise Price of                                                       (AMOUNT) EUR =                                                  (AMOUNT) EUR

Total amount:                                         EUR

This total amount will be paid to the account N° [•] (NUMBER) for value [•] (DATE) at the latest.

I hereby acknowledge that if the abovementioned amount is paid late or is not paid in full by [•] (DATE), the exercise will not take place. In such a case, please transfer the insufficient amount paid or the amount that was paid late to the account number                                       (NUMBER)

Done at                                              on                                           

Signature

Please send this document by [•] at the latest to [•] duly completed and signed.

EXHIBIT 21.1

SUBSIDIARIES OF AGOMAB THERAPEUTICS NV

Name		Jurisdiction of Incorporation
Agomab Spain, S.L.U.		Spain
Agomab US, Inc.		United States

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of AgomAb Therapeutics NV of our report dated October 27, 2025 relating to the financial statements of AgomAb Therapeutics NV, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Diegem, Belgium

January 16, 2026

PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL

Represented by

/s/ Didier Delanoye

Statutory auditor

Exhibit 99.1

January 16, 2026

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn:

Franklin Wyman, Kevin Kuhar, Jessica Dickerson, Jason Drory

Re:

AgomAb Therapeutics NV

Registration Statement on Form F-1

CIK No. 0002020932

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Dear Sir or Madam:

The undersigned, AgomAb Therapeutics NV, a limited liability company (naamloze vennootschap) incorporated under the laws of Belgium (the “Company”), is submitting this letter to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s Registration Statement on Form F-1, as amended, initially filed on January 16, 2026 (the “Registration Statement”) relating to a proposed initial public offering and listing of the Company’s American Depositary Shares (“ADSs”), each ADS representing one of its common shares, on the Nasdaq Global Market.

The Company has included in the Registration Statement its audited consolidated financial statements as of the years ended December 31, 2024 and 2023, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and unaudited interim condensed consolidated financial statements as of September 30, 2025, and for each of the nine-month periods ended September 30, 2025 and 2024.

The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company represents to the Commission that:

1.	The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

2.	Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

3.	The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2025 will be available until April 2026.

4.	In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Sincerely,

/s/ Tim Knotnerus
Tim Knotnerus, Chief Executive Officer