EX-99.3 4 phvs-ex99_3.htm EX-99.3 EX-99.3

Exhibit 99.3

 

Pharvaris N.V.

Unaudited Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2026

 

 

 


 

Contents

 

Unaudited condensed consolidated statement of loss and other comprehensive loss

3

 

 

Unaudited condensed consolidated statement of financial position

4

 

 

Unaudited condensed consolidated statement of changes in equity

5

 

 

Unaudited condensed consolidated statement of cash flows

6

 

 

Notes to the unaudited condensed consolidated interim financial statements

7

 

 

 

 

2


 

Unaudited condensed consolidated statement of loss and other comprehensive loss

 

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

2025

 

 

Notes

 

 

 

Research and development expenses

 

3

 

 

(30,161,162

)

 

(30,914,393

)

General and administrative expenses

 

4

 

 

(14,110,839

)

 

(11,271,918

)

Total operating expenses

 

 

 

(44,272,001

)

 

(42,186,311

)

Finance income/ (expense)

 

6

 

 

5,344,435

 

 

(3,851,845

)

Loss before income tax

 

 

 

(38,927,566

)

 

(46,038,156

)

Income taxes

 

7

 

 

(273,107

)

 

(302,667

)

Net Loss

 

 

 

(39,200,673

)

 

(46,340,823

)

Other comprehensive loss

 

 

 

 

 

 

Items that may be reclassified to profit or loss:

 

 

 

 

 

 

Exchange (losses) gains arising on translation of foreign operations

 

 

 

100,850

 

 

(128,755

)

Total comprehensive loss attributable to:

 

 

 

 

 

 

Equity holders of the Company

 

 

 

(39,099,823

)

 

(46,469,578

)

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

 

 

 

 

 

Basic and diluted loss per share:

19

 

 

(0.60

)

 

(0.85

)

 

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

 

3


 

Unaudited condensed consolidated statement of financial position

 

 

 

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

Notes

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

8

 

 

 

643,199

 

 

 

642,470

 

Right of use assets

 

 

9

 

 

 

714,142

 

 

 

756,951

 

Deferred tax assets

 

 

7

 

 

 

747,532

 

 

 

887,352

 

Current assets

 

 

 

 

 

 

 

 

 

Receivables

 

 

10

 

 

 

969,625

 

 

 

556,739

 

Other current assets

 

 

11

 

 

 

5,749,856

 

 

 

2,938,215

 

Cash and cash equivalents

 

 

12

 

 

 

246,957,998

 

 

 

291,678,888

 

Current tax receivable

 

 

10

 

 

 

4,005,689

 

 

 

3,994,384

 

Total assets

 

 

 

 

 

259,788,041

 

 

 

301,454,999

 

 

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

 

 

13

 

 

 

7,850,864

 

 

 

7,825,271

 

Share premium

 

 

 

 

 

795,290,730

 

 

 

792,549,401

 

Other reserves

 

 

 

 

 

52,897,007

 

 

 

50,766,138

 

Currency translation reserve

 

 

 

 

 

(169,319

)

 

 

(270,169

)

Accumulated loss

 

 

 

 

 

(619,536,888

)

 

 

(579,596,307

)

Total equity

 

 

 

 

 

236,332,394

 

 

 

271,274,334

 

 

 

 

 

 

 

 

 

 

Long term liabilities

 

 

 

 

 

 

 

 

 

Non-current lease liability

 

 

9

 

 

 

532,580

 

 

 

576,585

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

14

 

 

 

2,709,840

 

 

 

5,114,186

 

Accrued liabilities

 

 

15

 

 

 

19,046,107

 

 

 

23,348,472

 

Current lease liability

 

 

9

 

 

 

206,311

 

 

 

200,213

 

Current tax payable

 

 

 

 

 

960,809

 

 

 

941,209

 

Total liabilities

 

 

 

 

 

23,455,647

 

 

 

30,180,665

 

Total equity and liabilities

 

 

 

 

 

259,788,041

 

 

 

301,454,999

 

 

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

 

 

4


 

Unaudited condensed consolidated statement of changes in equity

For the three months ended March 31, 2026 and March 31, 2025

 

 

 

 

 

 

 

Share
capital

 

 

Share
premium

 

 

 

Other
reserves

 

 

Currency
translation
reserve

 

 

Accumulated
losses

 

 

Total
Equity

 

 

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2025

 

 

 

 

 

6,525,539

 

 

 

623,641,380

 

 

 

 

39,711,103

 

 

 

137,726

 

 

 

(402,255,007

)

 

 

267,760,741

 

Net Loss

 

 

 

 

 

 

 

 

 

 

(46,340,823

)

 

 

(46,340,823

)

Issue of share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction costs on issue of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation reserve

 

 

 

 

 

 

 

 

 

(128,755

)

 

 

 

(128,755

)

Share-based payments

 

 

18

 

 

 

 

 

 

 

 

4,127,912

 

 

 

 

 

 

4,127,912

 

Settlement of share-based payments

 

 

 

 

 

13,638

 

 

 

782,276

 

 

 

 

(766,826

)

 

 

 

 

 

(109,220

)

 

 

(80,132

)

Balance at March 31, 2025

 

 

 

 

 

6,539,177

 

 

 

624,423,656

 

 

 

 

43,072,189

 

 

 

8,971

 

 

 

(448,705,050

)

 

 

225,338,943

 

Balance at January 1, 2026

 

 

 

 

 

7,825,271

 

 

 

792,549,401

 

 

 

 

50,766,138

 

 

 

(270,169

)

 

 

(579,596,307

)

 

 

271,274,334

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(39,200,673

)

 

 

(39,200,673

)

Currency translation reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100,850

 

 

 

 

 

 

100,850

 

Settlement of share-based payments

 

 

 

 

 

25,593

 

 

 

2,741,329

 

 

 

 

(2,767,235

)

 

 

 

 

 

(739,908

)

 

 

(740,221

)

Share-based payments

 

 

18

 

 

 

 

 

 

 

 

 

 

4,898,104

 

 

 

 

 

 

 

 

 

4,898,104

 

Balance at March 31, 2026

 

 

 

 

 

7,850,864

 

 

 

795,290,730

 

 

 

 

52,897,007

 

 

 

(169,319

)

 

 

(619,536,888

)

 

 

236,332,394

 

 

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

 

5


 

Unaudited condensed consolidated statement of cash flows

For the three months ended March 31, 2026 and 2025

 

 

 

 

 

 

2026

 

 

2025

 

 

 

Notes

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

Loss before tax

 

 

 

 

(38,927,566

)

 

 

(46,038,156

)

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

 

 

 

 

 

 

 

 

Share-based payment expense

 

18

 

 

4,898,104

 

 

 

4,127,912

 

Depreciation expense

 

4

 

 

104,726

 

 

 

105,301

 

Net foreign exchange (gain) loss

 

 

 

 

(4,113,942

)

 

 

5,386,295

 

Finance costs (income)

 

 

 

 

75,826

 

 

 

(1,170,692

)

 

 

 

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

 

 

 

(Increase) decrease in receivables

 

 

 

 

(286,166

)

 

 

(125,287

)

Increase in other current assets

 

 

 

 

(1,225,836

)

 

 

(1,294,663

)

Decrease in trade and other payables

 

 

 

 

(4,729,326

)

 

 

(336,954

)

Decrease in accrued liabilities

 

 

 

 

(4,371,024

)

 

 

(533,016

)

 

 

 

 

 

 

 

 

 

Income taxes (paid) received

 

 

 

 

(128,436

)

 

 

224,259

 

(Paid) received interest

 

 

 

 

(62,316

)

 

 

1,183,396

 

Net cash flows used in operating activities

 

 

 

 

(48,765,956

)

 

 

(38,471,605

)

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

8

 

 

(52,097

)

 

 

(161,003

)

Net cash flows used in investing activities

 

 

 

 

(52,097

)

 

 

(161,003

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from issue of shares

 

13

 

 

 

 

 

29,088

 

Payment of principal portion of lease liabilities

 

9

 

 

(61,514

)

 

 

(104,535

)

Net cash flows used in financing activities

 

 

 

 

(61,514

)

 

 

(75,447

)

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

 

 

(48,879,567

)

 

 

(38,708,055

)

Cash and cash equivalents at the beginning of the period

 

 

 

 

291,678,888

 

 

 

280,728,037

 

Effect of exchange rate changes

 

 

 

 

4,158,677

 

 

 

(5,524,045

)

Cash and cash equivalents at the end of the period

 

12

 

 

246,957,998

 

 

 

236,495,937

 

 

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

6


 

Notes to the unaudited condensed consolidated interim financial statements

1. Corporate and Group information

This section provides general corporate and group information about Pharvaris N.V. and its subsidiaries.

1.1 Corporate information

Pharvaris N.V. was incorporated on September 30, 2015 and is based in Leiden, the Netherlands.

The Company’s registered office is located at Emmy Noetherweg 2, Leiden. The Company is registered at the Chamber of Commerce under file number 64239411.

Pharvaris is a late-stage biopharmaceutical company focused on the development and commercialization of innovative therapies for rare diseases with significant unmet need, initially focused on angioedema and other bradykinin-mediated diseases.

The unaudited condensed consolidated interim financial statements of Pharvaris N.V. (the “Company” or “Pharvaris”) and its subsidiaries (collectively, “The Group”) as of March 31, 2026, and December 31, 2025, and for the three months ended March 31, 2026 and 2025 were authorized for issue in accordance with a resolution of the directors on May 12, 2026.

1.2 Group information

Subsidiaries

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

 

 

 

 

 

Country of

 

% of equity interest as
March 31,

Name

 

Legal seat

 

incorporation

 

2026

 

2025

Pharvaris Holdings B.V.

 

Leiden

 

The Netherlands

 

100%

 

100%

Pharvaris Netherlands B.V.

 

Leiden

 

The Netherlands

 

100%

 

100%

Pharvaris GmbH

 

Zug

 

Switzerland

 

100%

 

100%

Pharvaris, Inc.

 

Delaware

 

United States of America

 

100%

 

100%

Pharvaris Pharmaceuticals, Inc.*

 

Delaware

 

United States of America

 

100%

 

NA

*Pharvaris Pharmaceuticals, Inc was incorporated in June 2025

The ultimate parent company of the Group is Pharvaris N.V., which is based in the Netherlands.

 

2. Summary of significant accounting policies

2.1 Basis of preparation

The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and should be read in conjunction with the Group’s annual consolidated financial statements for the year ended December 31, 2025 (“last annual financial statements”). These unaudited condensed consolidated interim financial statements do not include all the information required for a complete set of financial statements prepared in accordance with IFRS as issued by the IASB.

However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

The unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis. Unless otherwise stated, the unaudited condensed consolidated interim financial statements are presented in euros and all values are rounded to the nearest EUR (€), except per share amounts.

2.2 Going concern

Management assessed the Company’s ability to fund its operations for a period of at least 12 months after the date of signing these financial statements. Management has not identified significant going concern risks. The financial statements of the Company have been prepared on the basis of the going concern assumption based on its existing funding, taking into account the Company’s current cash position and the projected cash flows based on the activities under execution on the basis of Pharvaris’ business plan and budget.

 

 

 

7


 

2.3 Use of judgements and estimates

In preparing these unaudited condensed consolidated interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

2.4 Change in material accounting policies

The accounting policies applied in these unaudited condensed consolidated interim financial statements are the same as those applied in the consolidated financial statements for the year ended December 31, 2025.

Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

These amendments clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).

The amendment is effective for reporting periods beginning on or after January 1, 2026. The amendments did not have a material impact on the Group.

New standards and interpretations issued not yet effective

IFRS 18, Presentation and Disclosure in Financial Statements

This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss; required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

The amendment is effective for reporting periods beginning on or after January 1, 2027. The amendments are being assessed by the Group.

There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a material impact to the interim consolidated financial statements.

3. Research and development expenses

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Clinical expenses

 

 

(14,632,586

)

 

(17,336,382

)

Personnel expenses (Note 5)

 

 

(9,989,756

)

 

(8,425,450

)

Nonclinical expenses

 

 

(1,168,291

)

 

(1,850,190

)

Manufacturing costs

 

 

(4,103,685

)

 

(3,228,532

)

Intellectual Property costs

 

 

(266,844

)

 

(73,839

)

 

 

 

(30,161,162

)

 

(30,914,393

)

 

Development expenses are currently not capitalized but are recorded in the condensed consolidated statements of profit or loss and other comprehensive loss because the recognition criteria for capitalization are not met.

Clinical expenses include costs of conducting and managing our sponsored clinical trials, including clinical investigator cost, costs of clinical sites, and costs for CRO’s assisting with our clinical development programs and travel expenses.

Manufacturing expenses include costs related to manufacturing of active pharmaceutical ingredients and manufacturing of the products used in our clinical trials and research and development activities as well as travel expenses.

Nonclinical expenses include costs of our outsourced discovery and nonclinical development studies and associated

8


 

travel expenses.

 

4. General and administrative expenses

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Personnel expenses (Note 5)

 

 

(6,247,497

)

 

(5,029,239

)

Professional fees

 

 

(3,573,466

)

 

(2,604,146

)

Insurance, facilities and office expenses

 

 

(1,319,912

)

 

(1,350,761

)

Accounting, tax and auditing fees

 

 

(580,035

)

 

(617,323

)

Travel expenses

 

 

(257,037

)

 

(325,131

)

Consulting fees

 

 

 

 

(47,568

)

Other expenses

 

 

(2,132,892

)

 

(1,297,750

)

 

 

 

(14,110,839

)

 

(11,271,918

)

 

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

Depreciation expense for each of the three months ended March 31, 2026 and 2025 was €0.1 million, which related to property, plant and equipment and leases, and is included in the 'Other expenses' line.

5. Personnel expenses

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Wages and salaries

 

 

(9,233,162

)

 

(7,902,307

)

Share-based payments

 

 

(4,898,104

)

 

(4,127,912

)

Other social security charges

 

 

(1,168,674

)

 

(711,179

)

Pension charges

 

 

(646,455

)

 

(544,716

)

Other employee related costs

 

 

(290,858

)

 

(168,575

)

 

 

 

(16,237,253

)

 

(13,454,689

)

 

The average number of staff (in FTEs) employed by the Group in the three months ended March 31, 2026 was 134 (2025: 119).

6. Finance income/ (expense)

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Foreign exchange differences

 

 

3,757,186

 

 

(5,022,538

)

Interest and other income over bank balances

 

 

1,673,652

 

 

1,196,649

 

Other finance expenses

 

 

(86,403

)

 

(25,956

)

 

 

 

5,344,435

 

 

(3,851,845

)

 

7. Income taxes

Income taxes are accounted for in line with IAS 34. The interim period is considered part of a larger financial year, where the income tax is recognized in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated tax expenses are determined based on a full-year basis (P&L) and subsequently allocated using the expected full year effective tax rate. The discrete items are recognized in full in the interim period in which they emerge. In the total interim tax charge, no distinction is made between current and deferred tax expenses/ income.

9


 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

Income tax expense

 

 

(117,131

)

 

 

(217,149

)

Deferred tax charge

 

 

(155,976

)

 

 

(85,518

)

Income tax expense

 

 

(273,107

)

 

 

(302,667

)

 

The tax expense over the three months ended March 31, 2026 and 2025 relates to the Company's U.S. and Dutch subsidiaries as the result of a cost-plus agreement between the Company's principal entity and the U.S. and the Dutch subsidiaries, resulting in an estimated taxable profit in the U.S. and the Netherlands.

Reconciliation of income tax benefit at statutory tax rate and the income tax expense as reported in the unaudited condensed consolidated statement of profit or loss and other comprehensive income is as follows:

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Loss before income tax

 

 

(38,927,566

)

 

(46,038,156

)

Income tax at statutory income tax rate in the Netherlands (25.8%)

 

 

10,043,313

 

 

11,877,844

 

Effect of tax rates in other countries

 

 

(5,725,612

)

 

(6,553,527

)

Deferred tax assets recognition effects

 

 

(4,745,512

)

 

(5,300,079

)

Temporary differences for which no deferred tax assets/liabilities have been recognized

 

 

318,148

 

 

 

Non-deductible expenses

 

 

(160,624

)

 

(329,311

)

Prior period adjustments

 

 

(2,820

)

 

2,406

 

Income tax expense

 

 

(273,107

)

 

(302,667

)

 

Income tax expense is recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year, bearing in mind the impact of non-discrete and discrete items. Non discrete items in the income tax expense are recognized based on management’s estimate of the weighted average effective annual income tax rate expected for the full financial year. Discrete items in the income tax expense are recognized at the applicable statutory tax rate.

The (estimated) average annual tax rate used for the three months ended March 31, 2026 was (0.7%), compared to (0.7%)for the three months ended March 31, 2025.

The current period losses for which no deferred tax asset has been recognized mainly consists of the unrecognized tax effect of losses incurred in Switzerland. The differences in the overseas tax rates are due to the lower tax rate in Switzerland compared to the statutory income tax rate in the Netherlands.

Pharvaris N.V. is the head of the fiscal unity including Pharvaris Netherlands B.V. and Pharvaris Holdings B.V.

Deferred tax

Deferred taxes have been recognized to the extent that management concludes that there is sufficient probability as per IAS 12 that there will be future taxable profits available in the foreseeable future against which the unused tax losses and deductible temporary differences can be utilized.

Deferred tax assets relating to losses carried forward have not been recognized, and deferred tax assets on deductible temporary differences in excess of deferred tax liabilities on taxable temporary differences have not been recognized in the consolidated statement of profit and loss and other comprehensive income for the Dutch fiscal unity.


8. Property, plant and equipment

10


 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Net book value

 

 

 

 

Balance at beginning of period

 

 

642,470

 

 

 

667,000

 

Additions

 

 

52,097

 

 

 

164,620

 

Depreciation expenses

 

 

(51,368

)

 

 

(189,150

)

Balance at end of period

 

 

643,199

 

 

 

642,470

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Cumulative depreciation

 

 

 

 

As of January 1,

 

 

(409,286

)

 

 

(220,136

)

Depreciation

 

 

(51,368

)

 

 

(189,150

)

Balance at end of period

 

 

(460,654

)

 

 

(409,286

)

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Cumulative Costs

 

 

 

 

Balance at beginning of period

 

 

1,051,756

 

 

 

887,136

 

Additions

 

 

52,097

 

 

 

164,620

 

Balance at end of period

 

 

1,103,853

 

 

 

1,051,756

 

 

During the three months ended March 31, 2026, the Group acquired assets with a cost of €0.1 million (December 31, 2025: €0.2 million). The acquisitions were mainly related to equipment, tools and installations.

9. Leases

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

 

 

 

March 31,
2026

 

 

December 31, 2025

 

 

 

 

 

 

Balance at beginning of period

 

 

756,951

 

 

 

813,842

 

Addition

 

 

 

 

 

 

Remeasurement

 

 

 

 

 

251,427

 

Depreciation charges

 

 

(53,358

)

 

 

(229,203

)

Impact of transaction of foreign currency

 

 

10,549

 

 

 

(79,115

)

Balance at end of period

 

 

714,142

 

 

 

756,951

 

 

The following table provides information about the Group’s lease liabilities at March 31, 2026:

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

Office leases

 

 

(738,891

)

 

 

(776,798

)

Total lease liability

 

 

(738,891

)

 

 

(776,798

)

Current portion

 

 

(206,311

)

 

 

(200,213

)

Non-current portion

 

 

(532,580

)

 

 

(576,585

)

 

Office leases consist of (i) a lease that was renewed on December 1, 2025 with an expiration date of November 30, 2028 for offices in Leiden, the Netherlands. The lease has a lease term of three years, and (ii) a new lease agreement entered into on October 16, 2024 with an expiration date of December 31, 2029, for office space in Lexington, Massachusetts, United States of America (the "U.S.").

 

The average incremental borrowing rate applied to the lease liability related to the Leiden lease was 7.77% during the three months ended March 31, 2026 and the twelve months ended December 31, 2025.

 

11


 

The average incremental borrowing rate applied to the lease liability related to the U.S. lease was 6.39% for the year ended three months ended March 31, 2026 and the twelve months ended December 31, 2025.

 

Depreciation expense was €0.1 million for each of the three months ended March 31, 2026 and 2025, respectively, and is reflected in general and administrative expenses as determined by the underlying activities.

 

The total expense related to short-term and low-value leases for the three months ended March 31, 2026 and 2025, was €NIL million and €0.1 million, respectively, and is included in facility, communication, and office expenses.

 

Cash outflows related to leases during the three months ended March 31, 2026 and 2025 were €0.1 million, respectively.

10. Receivables

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

Current tax receivable

 

 

4,005,689

 

 

 

3,994,384

 

VAT receivables

 

 

969,625

 

 

 

556,739

 

 

 

 

4,975,314

 

 

 

4,551,123

 

 

11. Other current assets

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

Prepayments

 

 

5,749,856

 

 

 

2,938,215

 

 

 

 

5,749,856

 

 

 

2,938,215

 

 

Prepayments mainly relate to prepaid insurance, prepaid research and development expenses and rent.

 

12. Cash and cash equivalents

As of March 31, 2026 and December 31, 2025, there were no restricted cash and cash equivalent balances. Cash and cash equivalent balances as of March 31, 2026 include investments in money market funds of €233.0 million at fair market value. (Cost: €241.2 million). December 31, 2025 include investments in money market funds of €232.5 million at fair market value. (Cost: €241.2 million)

 

13. Equity

On March 31, 2026, the Company’s authorized share capital amounted to € 14.1 million divided into 117.5 million ordinary shares each with a nominal value of twelve eurocents (€0.12).

As of March 31, 2026, the total number of issued and fully paid shares was 65.4 million (2025: 54.5 million). On March 31, 2026, the issued share capital totaled €7.9 million (2025: €6.5 million).

 

In April 2024, the Company entered into an at-the-market sales agreement with Leerink Partners, pursuant to which it may sell ordinary shares having an aggregate offering price of up to $175 million from time to time through Leerink Partners. As of March 31, 2026, no ordinary shares have been sold under this agreement.

In July 2025, the Company entered into an underwriting agreement with Morgan Stanley & Co. and Leerink Partners, as representatives of the underwriters, pursuant to which the Company agreed to issue and sell (i) 9,562,500 ordinary shares, par value €0.12 per share and (ii) pre-funded warrants to purchase up to 500,000 ordinary shares in an underwritten offering. The offering closed on July 24, 2025, and the Company generated net proceeds of €160.3 million ($188.5 million), after deducting fees and expenses of €10.9 million ($12.8 million).The pre-funded warrants were exercised in September 2025 for gross exercise proceeds of €0.04 million ($0.05 million) and resulted in issuance of 500,000 ordinary shares.

 

 

12


 

Issued shares

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

Number of shares

 

 

Number of shares

 

Ordinary shares

 

 

65,423,863

 

 

 

65,210,590

 

 

 

 

65,423,863

 

 

 

65,210,590

 

 

14. Trade and other payables

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

Trade payables

 

 

2,709,840

 

 

 

5,114,186

 

 

 

 

2,709,840

 

 

 

5,114,186

 

 

15. Accrued liabilities

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

 

 

 

 

Clinical accrued liabilities

 

 

6,393,208

 

 

 

5,806,522

 

Personnel related accruals

 

 

6,962,451

 

 

 

11,432,445

 

Manufacturing accrued liabilities

 

 

1,693,539

 

 

 

2,879,222

 

Nonclinical accrued liabilities

 

 

812,147

 

 

 

527,935

 

Consulting, professional and audit liability

 

 

1,057,252

 

 

 

1,226,432

 

Other accrued liabilities

 

 

2,127,510

 

 

 

1,475,916

 

 

 

 

19,046,107

 

 

 

23,348,472

 

 

16. Risk management activities

The Group’s risk management activities are the same as disclosed in Note 17 of the consolidated financial statements for the year ended December 31, 2025.

17. Fair values

Fair values of cash balances, trade receivables, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

 

The fair value of the cash equivalents, Group’s financial instruments measured at fair value on recurring basis, is categorized within level 1 of the fair value hierarchy, as the valuation is based on quoted net asset values (NAV) in active markets at the reporting date.

18. Share-based payments

In 2016, the Company implemented an Equity Incentive Plan (the “Plan”) in order to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with performance-based incentives that are intended to better align the interests of such persons with those of the Company’s shareholders. This plan has been superseded by the 2021 Equity Incentive Plan (the “2021 Plan”).

Set out below is an overview of changes in the Stock Options and Restricted Stock Units (“RSUs”) during the three months ended March 31, 2026.

 

13


 

 

 

Stock Options

 

 

RSUs

 

 

 

Outstanding
options

 

 

Weighted
average
exercise
price

 

 

Outstanding
RSUs

 

 

 

 

 

 

 

 

 

 

Outstanding January 1, 2026

 

 

3,951,032

 

 

 

13.01

 

 

 

1,417,632

 

Granted

 

 

657,500

 

 

 

12.06

 

 

 

561,705

 

Exercised (Vested and Settled)

 

 

(49,000

)

 

 

2.38

 

 

 

(201,788

)

Forfeited

 

 

 

 

 

 

 

 

(13,583

)

Outstanding March 31, 2026

 

 

4,559,532

 

 

 

12.56

 

 

 

1,763,966

 

 

During the three months ended March 31, 2026, a total of 341,205 RSUs were granted to employees that joined the Group in the same period and to existing employees. The RSUs shall vest equally over a four-year period on each of the four anniversaries of the vesting start date until either the RSUs are fully vested or the RSUs holders’ continuous service terminates.

During the three months ended March 31, 2026, 193,000 RSUs were issued to existing key management. The RSUs shall vest over a four-year period, with 25% of the aggregate number of RSUs vesting on the 12-month anniversary of the vesting commencement date, and thereafter 1/48th of the aggregate number of RSUs vesting on each subsequent monthly anniversary of the vesting commencement date, subject to continuous service through each applicable vesting date.

During the three months ended March 31, 2026, 27,500 RSUs were issued to members of the Board of Directors. The RSUs shall vest on the 12-month anniversary of the vesting start date.

The fair value of the RSUs is determined based on the share value per ordinary share at the grant date (or at the first trading day after the grant date if the Nasdaq Stock Exchange is not open on this date). The grant dates and share closing prices for grants during the first three months of 2026 were: January 1 (€23.63), February 1 (€22.83), March 1 (€24.03) and March 3 (€23.05), respectively.

On March 3, 2026, a total of 82,500 stock options were granted to members of the Board of Directors with an exercise price of €24.11 per share with a final exercise date of March 2, 2036, unless forfeited or exercised on an earlier date. 100% of the aggregate number of shares subject to the option shall vest on the 12-month anniversary of the vesting commencement date, subject to the option holder’s continuous service.

On March 3, 2026, a total of 575,000 stock options were granted to members of key management with an exercise price of €24.11 per share with a final exercise date of March 2, 2036, unless forfeited or exercised on an earlier date. 25% of the aggregate number of shares subject to the option shall vest on the 12-month anniversary of the vesting commencement date, and thereafter 1/48th of the aggregate number of shares subject to the option shall vest on each subsequent monthly anniversary of the vesting commencement date, subject to the option holder’s continuous service through each applicable vesting date.

As of March 31, 2026, a total number of 2,885,966 stock options are exercisable (March 31, 2025: 2,301,381).

For the three months ended March 31, 2026, the Group recognized €4.9 million of share-based payment expense in the unaudited condensed consolidated statement of income or loss and other comprehensive income (three months ended March 31, 2025: €4.1 million).

The inputs and outputs used in the measurement of the fair value per option at each grant/ measurement date using the Black-Scholes formula (including the related number of options and the fair value of the options) were as follows:

 

 

 

March 3, 2026*

 

March 3, 2026**

 

March 12, 2025*

 

March 12, 2025**

 

Number of options

 

 

82,500

 

 

575,000

 

 

75,000

 

 

555,000

 

Fair value of the options

 

18.88

 

19.45

 

11.86

 

12.19

 

Fair value of the ordinary shares

 

24.11

 

24.11

 

14.71

 

14.71

 

Exercise price

 

24.11

 

24.11

 

14.74

 

14.74

 

Expected volatility (%)

 

 

100

%

 

100

%

 

105

%

 

105

%

Expected life (years)

 

5.5

 

 

6.1

 

5.5

 

 

6.1

 

Risk-free interest rate (%)

 

 

3.8

%

 

3.8

%

 

4.3

%

 

4.3

%

Expected dividend yield

 

 

 

 

 

 

 

 

 

 

* Granted to the Board of Directors

** Granted to members of key management

14


 

19. Basic and diluted loss per share

Basic and diluted loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of issued and outstanding ordinary shares during the three months ended March 31, 2026 and 2025.

All of the Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share attributable to ordinary stockholders as the effect of including them would be antidilutive.

 

 

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

Net Loss

 

 

(39,200,673

)

 

 

(46,340,823

)

Weighted average number of ordinary shares outstanding

 

 

65,305,263

 

 

 

54,487,350

 

Basic and diluted loss per share

 

 

(0.60

)

 

 

(0.85

)

 

20. Commitments and Contingencies

Claims

There are no material claims known to management related to the activities of the Group.

Commitments

The Group's contractual obligations and commitments as of March 31, 2026 amounted to €121.9 million, (December 31, 2025: €119.2 million) primarily related to research and development activities.

The Group had no contingent liabilities and no contingent assets as of March 31, 2026 and December 31, 2025.

21. Related parties

Note 1.2 provides information about the Group’s structure, including details of the subsidiaries and the holding company. The following provides the total amount of transactions that have been entered into with related parties for the relevant financial period.

Key management personnel compensation

 

 

 

For the three months ended March 31,

 

 

 

2026

 

2025

 

 

 

 

 

Short term employee benefits

 

 

2,822,218

 

 

1,409,616

 

Post employee benefits

 

 

73,599

 

 

70,175

 

Share-based payments

 

 

2,846,461

 

 

2,861,210

 

Total

 

 

5,742,278

 

 

4,341,001

 

 

The Group engages a management entity for the purpose of providing key management services and/or strategic advisory services to the Company. This management entity is considered a related party, as it provides key management advisory services and exercises key management functions.

 

The aggregate amount of expense recognized in the unaudited condensed consolidated interim financial statements related to this related party was €0.2 million in each of the three months ended March 31, 2026 and 2025, respectively.

 

The outstanding balances payable to key management personnel, or entities which they control, as per March 31, 2026 and December 31, 2025 were €0.8 million and €1.6 million, respectively.

 

15


 

22. Events after the reporting period

 

On May 8, 2026, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and Leerink Partners LLC as representatives of the underwriters named therein, pursuant to which the Company agreed to issue and sell in an underwritten offering 4,455,863 ordinary shares, par value €0.12 per share (which includes the exercise in full by the underwriters of their option to purchase up to an additional 581,199 ordinary shares). The offering closed on May 11, 2026, and the Company generated net proceeds of approximately $124.3 million, after deducting bank fees of approximately $7.9 million.

 

 

 

 

 

16


 

Signatories to the unaudited condensed consolidated interim financial statements

Leiden, May 12, 2026

 

 

Pharvaris N.V.

Board of Directors

 

 

 

 

B.A.E. Modig

R.H. Glassman

 

 

 

 

E. Björk

J.G.C.P. Schikan

 

 

 

 

D.P. Meeker

V. Monges

 

 

 

 

 

 

 

 

 

17