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Biotalys

Interim Report Sep 18, 2025

3921_rns_2025-09-18_193232e7-3d62-478b-b5aa-5fe320ab5dc4.pdf

Interim Report

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HALF-YEAR REPORT 2025 Biotalys NV

Biotalys NV, Buchtenlaan 11, 9051 Ghent (RPR Gent 0508.931.185) www.biotalys.com[email protected] - +32 9 274 5400

CONTENTS

1. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS
2 BUSINESS REVIEW HY 1 2025 4
2.1 HY 1 2025 operational highlights 4
2.2 Selected financial information 5
2.3 Outlook 6
3 PRINCIPAL RISKS RELATED TO THE BUSINESS ACTIVITIES 6
4 MAIN RELATED PARTY TRANSACTIONS 6
5 INDEPENDENT AUDITORS' REPORT 7
6 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9
6.1 Condensed consolidated statement of Financial Position 9
6.2 Condensed consolidated statement of Profit or Loss and Other Comprehensive Income 10
6.3 Condensed consolidated statement of Changes in Equity 11
6.4 Condensed consolidated statement of Cash Flows 12
7 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 13
7.1 General information 13
7.2 Summary of significant accounting policies 13
7.3 Measurement in the consolidated financial statements 14
7.4 Research & development revenue 14
7.5 Critical accounting estimates and judgments 15
7.6 Going concern 15
7.7 Financial instruments 15
7.8 Property, plant and equipment and RIGHT-OF-USE Assets 16
7.9 Other current assets 16
7.10 Cash and cash equivalents 16
7.11 Share Capital 16
7.12 Borrowings 16
7.13 Other current and non-current liabilities 17
7.14 Research Collaboration 17
7.15 Other operating income 17
7.16 Operating expenses by nature 17
7.17 Earnings per share 19
7.18 Commitments and contingencies 19
7.19 Events after the end of the reporting period 20
8 DISCLAIMER AND ADDITIONAL INFORMATION 21

1. RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

On 17 September 2025, the Board of Directors of Biotalys NV certified in the name and on behalf of Biotalys NV, that to the best of their knowledge,

  • the condensed consolidated interim financial statements for the six months period ending 30 June 2025, established in accordance with International Accounting Standard 34 – Interim Financial Reporting ("IAS 34") as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of Biotalys NV and of the entities included in the consolidation as a whole;
  • the financial report presents a fair overview of the development and the performance of the business and the position of Biotalys NV and of the entities included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed with respect to the remaining months of the accounting year and the main transactions with related parties and the impact thereof on the condensed consolidated interim financial statements.

This report is prepared in accordance with article 13 of the Belgian Royal Decree of November 14, 2007. Biotalys publishes its Half Year Report in English and Dutch. In the event of differences of interpretation between the English and the Dutch versions of the Report, the original Dutch version will prevail.

For and on behalf of the Board of Directors of Biotalys NV

Simon E. Moroney Laura Meyer Kevin Helash
Chairman of the Board of Directors Director, Chair of the Audit Committee Director, CEO

2 BUSINESS REVIEW HY 1 2025

2.1 HY 1 2025 OPERATIONAL HIGHLIGHTS

Regulatory update for EVOCA (including post-period information)

  • Biotalys has continued to work closely with the EPA (Environmental Protection Agency) in the United States and the CTGB (the Dutch Board for the Authorisation of Plant Protection Products and Biocides) in Europe to move the regulatory review process for EVOCA forward.
  • In the United States, Biotalys received further guidance from EPA end of August, in which the agency confirmed that the scientific review of the dossier is progressing, and that all the previous requests for additional information have been addressed. While the agency continues to work on the review, the company now expects the final steps of the registration procedure to be taken in Q4.
  • In Europe, both the CTGB and the Dutch Institute for Health and Environment (RIVM) paved the way for the peer review phase at the European level by providing positive evaluations of EVOCA's regulatory dossier in June. As no critical areas of concern were identified and it was proposed to classify EVOCA's active ingredient as low risk, the Netherlands, as rapporteur Member State, proposed its approval in Europe, subject to the provision of certain additional data during the peer review phase.
  • R&D update (including post-period information)
  • In May, Biotalys announced a strategic partnership with AgroFresh Solutions, Inc. to develop and commercialize biological solutions for post-harvest use to protect fresh produce. As fungal decay remains one of the most persistent and complex challenges in the post-harvest supply chain, sustainable freshness solutions are especially critical for high-value and highly perishable crops. Demonstrating the versatility of its protein-based AGROBODY™ platform to help preserve food quality without chemical residues, Biotalys will work with AgroFresh to provide sustainable solutions that keep food fresher for longer and reduce global food waste.
  • In March, Biotalys announced that one of the lead candidates for BioFun-6 the company's second biofungicide program targeting botrytis, powdery mildew – demonstrated strong efficacy at lower dosage rates than EVOCA in trials in both Europe and the United States. The same candidate also performed well in independent academic trials by UC Davis in California (see here for the full results). Biotalys plans to test a second lead candidate in its field trial program this coming season to allow the company to select the best candidate for further development on its platform.
  • Biotalys continued its work on its other pipeline programs in the discovery phase:
    • o BioFun-4, targeting Phytophthora infestans, an Oomycete (water mould) that causes late blight/potato blight, where the company has an ongoing collaboration with the University of Aberdeen;
    • o BioFun-7, the R&D program in partnership with the Gates Foundation targeting leafspot disease, where Biotalys has entered into a collaboration with the International Institute of Tropical Agriculture (IITA) in Nigeria, next to its existing collaboration with the University of California-Davis;
    • o BioFun-8, its most recent pipeline product against Alternaria; and
    • o BioIns-2, its bioinsecticide program in collaboration with Syngenta Crop Protection.

H1 2025 corporate highlights (including post-period information)

• Biotalys appointed Luc Van fraeyenhoven as Chief Financial Officer in May. With a strong background leading finance operations and strategy in the biotechnology and medtech industries, he provides seasoned financial guidance on both long-term strategies and day-to-day finance operations.

  • In March, Biotalys appointed seasoned agriculture and biotech executive Toni Bucci to its Board of Directors. Her passion for innovation, extensive experience in agriculture and strategic leadership helps the company navigate critical next steps in its path to commercialization and accelerate its impact in sustainable agriculture.
  • Biotalys strengthened its patent position and obtained patent protection for EVOCA in Brazil and China. In Brazil, the patent examination process was accelerated under the Patentes Verdes ("Green Technology") initiative to accelerate the examination of patent applications relating to technologies having a positive impact on the environment. The company also recently obtained a patent grant in the U.S. for one of its active ingredients developed in its BioFun-6 program.
  • Early in 2025, Biotalys earned Top 50 status in Forward Fooding's FoodTech 500 list, climbing to #32. FoodTech 500 ranks global innovators at the intersection of food, technology and sustainability.

2.2 SELECTED FINANCIAL INFORMATION

Select financial information

In € thousands June 30, 2025 June 30, 2024
Other operating income 1,379 1,452
Research and development expenses (6,520) (5,135)
General and administrative expenses (2,988) (2,890)
Operating loss (8,129) (6,574)
Loss of the period (8,135) (6,489)
Net cash used in operations (6,092) (6,527)
Net cash outflow of the period (6,927) (6,890)
Cash and cash equivalents 15,711 14,680
  • Other operating income for the first half of 2025 amounted to €1.4 million, and mainly relates to amounts recognized for R&D tax incentives received and grants awarded to support ongoing R&D activities.
  • Research and development expenses amounted to €6.5 million for the first half year, an increase of €1.4 million compared to the same period of 2024. These increases primarily relate to higher costs for external R&D, representing additional investment in advancing pipeline projects, partially offset by lower spending for EVOCA while pending regulatory approval.
  • General and administrative expenses amounted to €3.0 million for the first half of 2025, an increase of €0.1 million compared to the same period of 2024, related in part to indexation of salaries.
  • Net cash used in operating activities decreased to €6.1 million for the six months ended 30 June 2025.

2.3 OUTLOOK

  • Biotalys plans to continue focusing on earning regulatory approvals for EVOCA in the US and Europe, and on the submission of a regulatory dossier in Brazil. The company envisages building on these first approvals with the preparation of regulatory dossiers for its commercial version EVOCA NG, which are expected to have a shorter review timeline than the standard procedures.
  • Biotalys made substantial progress in its commercial set-up for EVOCA NG, and expects to finalise its ongoing discussions with various partners regarding commercial production and distribution of EVOCA NG in the near term.
  • Based on the company's precision biocontrol platform approach, Biotalys plans to further develop its pipeline of candidate products in collaboration with key academic and industry partners.
  • With a cash and cash equivalents balance of €15.7 million at the end of H1 2025, the company intends to maintain a cost-conscious approach and to consider additional financing to effectively execute its strategy and further exploit the potential of its unique technology platform to develop precision biocontrols.

3 PRINCIPAL RISKS RELATED TO THE BUSINESS ACTIVITIES

The principal risks and uncertainties related to the Biotalys' business activities are outlined in Biotalys' annual report for the accounting year 2024 on p. 139 and p.143-154 which is available on Biotalys' website (Annual Reports). In brief, the principal risks and uncertainties faced by Biotalys relate to strategic and commercial risks, operational risks, regulatory risks and financial risks. These include risks and uncertainties related to research & development of products, production and potential commercialization of product candidates, dependence on third parties, the organisation of Biotalys and its dependence on key employees, legal and regulatory risks, risks related to intellectual property and risks related to its financial position. The principal risks have not changed from the ones outlined in the annual report for the accounting year 2024.

4 MAIN RELATED PARTY TRANSACTIONS

The Company did not enter into any transactions with related parties during first six months of 2025.

5 INDEPENDENT AUDITORS' REPORT

Report on the review of the condensed consolidated interim financial information of Biotalys NV for the six-month period ended 30 June 2025

In the context of our appointment as the company's statutory auditor, we report to you on the condensed consolidated interim financial information. This condensed consolidated interim financial information comprises the condensed consolidated statement of financial position as at 30 June 2025, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the period of six months then ended, as well as the notes to the condensed consolidated financial statements.

Report on the condensed consolidated interim financial information

We have reviewed the condensed consolidated interim financial information of Biotalys NV ("the Company") and its subsidiary (jointly "the Group"), prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting" as adopted by the European Union.

The condensed consolidated statement of financial position shows total assets of 28 985 (000) EUR and the condensed consolidated statement of profit or loss, and other comprehensive income shows a loss for the period then ended of 8 149 (000) EUR.

The board of directors of the company is responsible for the preparation and fair presentation of the condensed consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of review

We conducted our review of the condensed consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410, "Review of interim financial information performed by the independent auditor of the entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed consolidated interim financial information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial information of Biotalys NV has not been prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Emphasis of matter paragraph - material uncertainties relating to going concern

We draw attention to note 7.6 of the condensed consolidated interim financial information, which states that the advancement of the Group's candidate products and other pipeline projects entails various risks and uncertainties, including but not limited to the uncertainty of the development and regulatory review process and the timing of achieving profitability. The Company has incurred operating losses since its inception and operating losses and negative cash flows from operations are expected to continue for the foreseeable future. As a result, the Company will require additional capital to fund its operations and execute its business plan. The above conditions indicate the existence of material uncertainties, which may also cast significant doubt about the Company's ability to continue as a going concern.

The Board of Directors believes that the measures that can safeguard the continuity of the Group are related to continuing the Group's operations combined with obtaining additional financing through equity, grants, partnerships, or other sources of financing. There is no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all. Our conclusion is not modified in respect of this matter.

Signed at Zaventem.

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL Represented by Pieter-Jan Van Durme

6 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.1 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS
(in thousands of euros)
Note 30 June
2025
31 December
2024
Non-current assets 9,867 10,507
Intangible assets 548 574
Property, plant and equipment 7.8 3,678 4,144
Right-of-use assets 7.8 2,397 2,666
Deferred tax assets 12 14
Other non-current assets 3,232 3,109
Current assets 19,118 26,240
Receivables 542 970
Other financial assets 2,110 2,110
Other current assets 7.9 755 522
Cash and cash equivalents 7.10 15,711 22,638
TOTAL ASSETS 28,985 36,747
EQUITY AND LIABILITIES
(in thousands of euros)
Note 30 June
2025
31 December
2024
Equity attributable to owners of the parent 19,810 27,605
Share capital 7.11 5,541 5,539
Share premium 7.11 29,229 29,211
Accumulated losses 7.11 (19,878) (11,723)
Other reserves 4,918 4,578
Total equity 19,810 27,605
Non-current liabilities 3,881 4,376
Borrowings 7.12 3,195 3,694
Employee benefits obligations 81 77
Provisions 93 93
Other non-current liabilities 7.13 512 512
Current liabilities 5,294 4,767
Borrowings 7.12 1,097 1,154
Trade and other liabilities 2,581 2,700
Other current liabilities 7.13 1,616 913
Total liabilities 9,175 9,143
TOTAL EQUITY AND LIABILITIES 28,985 36,747

6.2 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE 6 MONTHS ENDED 30 JUNE

in € thousands Note 2025 2024
Other operating income 7.15 1,379 1,452
Research and development expenses 7.16 (6,520) (5,135)
General and administrative expenses 7.16 (2,988) (2,890)
Operating loss (8,129) (6,574)
Financial income 281 335
Financial expenses (215) (161)
Loss before taxes (8,063) (6,400)
Income taxes (73) (89)
LOSS FOR THE PERIOD (8,135) (6,489)
Other comprehensive income (OCI)
Items of OCI that will be reclassified subsequently to profit or
loss
Exchange differences on translating foreign operations (14) 7
TOTAL COMPREHENSIVE LOSS OF THE PERIOD (8,149) (6,482)
Basic and diluted loss per share (in €) 7.17 (0.22) (0.20)
Loss for the period attributable to the owners of the Company (8,135) (6,489)
Total comprehensive loss for the period attributable to the
owners of the Company
(8,149) (6,482)

6.3 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTHS ENDED 30 JUNE

(in € thousands) Attributable to equity holders of the Company
Other reserves
Share
capital
Share
premium
Share
based
payment
reserve
Currency
translation
reserve
Accumulated
losses
Total
Equity
Balance at
31 December 2023
46,198 15,488 4,060 22 (40,200) 25,569
Share-based
payments
- - 347 - - 347
Exercise of ESOP
Warrants
142 100 (100) - - 142
Reduction of capital
by absorption of
losses
(41,585) - - - 41,585 0
Total comprehensive
loss
- - - 7 (6,489) (6,482)
Balance at
30 June 2024
4,755 15,588 4,307 29 (5,103) 19,576
Attributable to equity holders of the Company
Other reserves
(in € thousands) Share
capital
Share
premium
Share
based
payment
reserve
Currency
translation
reserve
Accumulated
losses
Total
Equity
Balance at
31 December 2024
5,539 29,211 4,618 37 (11,800) 27,605
Share-based
payments
- - 353 - - 353
Exercise of ESOP
Warrants
2 18 - - - 20
Total comprehensive
loss
- - - (14) (8,154) (8,168)
Balance at
30 June 2025
5,541 29,229 4,971 23 (19,954) 19,810

6.4 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE 6 MONTHS ENDED 30 JUNE

in € thousands Note 2025 2024
CASH FLOW FROM OPERATING ACTIVITIES
Operating result (8,129) (6,574)
Adjustments for:
Depreciation, amortization and impairments 865 918
Share-based payment expense 353 348
R&D tax credit (261) (440)
Other 8 9
Operating cash flows before movements in (7,164) (5,739)
working capital
Changes in working capital:
Receivables 156 73
Other current assets 164 (227)
Trade and other payables 121 (718)
Other current and non-current liabilities 631 84
Cash used in operations (6,092) (6,527)
Taxes paid 0 0
Net cash used in operating activities (6,092) (6,527)
CASH FLOW FROM INVESTING ACTIVITIES
Interest received (151) 283
Purchases of property, plant and equipment 7.8 (58) (93)
Proceeds from disposal of property, plant and
equipment
27 41
Investments in other financial assets (10) (10)
Net cash provided by investing activities (192) 221
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of borrowings 7.12 (246) (215)
Repayment of lease liabilities 7.12 (380) (429)
Interests paid (56) (82)
Proceeds from issue of equity instruments of
the Company 7.11 39 142
Net cash provided by (used in) financing
activities (643) (584)
NET DECREASE IN CASH AND CASH EQUIVALENTS (6,927) (6,890)
CASH AND CASH EQUIVALENTS at beginning of
period 22,638 21,570
Effect of foreign exchange rates 0 0
CASH AND CASH EQUIVALENTS at end of period 15,711 14,680

7 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7.1 GENERAL INFORMATION

Biotalys NV (the "Company" or "Biotalys") is a limited liability company governed by Belgian law. As of the date these condensed consolidated interim financial statements were authorized for issuance, the address of its registered office is Buchtenstraat 11, 9051 Gent, Belgium.

Biotalys and its subsidiary (together referred as the "Group") is a development-stage, Agricultural Technology (AgTech) platform-based company focused on the discovery and development of novel biological products (protein-based biocontrols). The biocontrol products in the Group's pipeline protect our food in a sustainable and safe manner and have the potential to address a broad range of food threats such as fungal diseases and insect pests with unique and novel modes of action. Biotalys filed with the Environmental Protection Agency (EPA) in the United States in December 2020, and with the European Food Safety Authority (EFSA) in March 2021, for the registration of EVOCA™, its first protein based biofungicide. The Group does not yet have any commercialized products on the market.

The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on 17 September 2025 and has been subject to a limited review by an independent auditor.

7.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The Group's condensed consolidated interim financial statements for the 6-month period ended 30 June 2025 have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting as endorsed by the European Union ("IAS 34").

These condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2024, which were prepared in accordance with IFRSs. The same accounting policies, presentation and methods of computation have been applied in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2024, except for the impact of the adoption of new Standards and Interpretations as described below.

These condensed consolidated interim financial statements are presented in euro, which is the Company's functional currency. All amounts in this document are represented in thousands of euros (€ thousands), unless noted otherwise.

The consolidated financial statements are prepared on an accrual basis and on the assumption that the entity is in going concern and will continue in operation in the foreseeable future (see also note 7.6 below).

The preparation of consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Group accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3 of the consolidated financial statements for the year ended 31 December 2024.

Due to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Relevant IFRS accounting pronouncements adopted as from 2025 onwards

The following relevant new amendments to existing standards have been published and are mandatory for the first time for the financial periods beginning on or after 1 January 2025:

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

The above-mentioned standard did not have an impact on the condensed consolidated interim financial statements.

Relevant IFRS accounting pronouncements that have been issued but not yet applied by the Group

The following IFRS standards, interpretations and amendments that have been issued but that are not yet applicable for the annual period beginning on 1 January 2025, and have not been applied to the condensed consolidated interim financial statements closed on 30 June 2025:

  • FRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • IFRS 19 Subsidiaries without Public Accountability Disclosures (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • 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, but not yet endorsed in the EU)
  • Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity (applicable for annual periods beginning on or after 1 January 2026)

The Group does not expect that the above mentioned IFRS pronouncements will have a significant impact on the consolidated financial statements.

7.3 MEASUREMENT IN THE CONSOLIDATED FINANCIAL STATEMENTS

Other operating income and costs that are incurred unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such revenues and costs at the end of the financial year.

7.4 RESEARCH & DEVELOPMENT REVENUE

Revenue from research and development arrangements is recognized in the accounting period in which the services are rendered, using a basis, which reflects the nature and scope of the services rendered. Up-front payments for access to Biotalys' technology are recognized and deferred in the period during which the technology is being applied. Where agreements include milestones that are determined to be substantive and at risk at the inception of the agreement, revenue is recognized upon confirmation by the counterparty that the milestone has been achieved.

7.5 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of interim financial statements requires management to make judgments, estimates and assumptions 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.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2024.

7.6 GOING CONCERN

The accompanying condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business.

The advancement of Biotalys' candidate products and other pipeline projects entails various risks and uncertainties, including but not limited to the uncertainty of the development and regulatory review process and the timing of achieving profitability. Investments are being made in research and development, while there are currently no commercial revenues. This is in line with the business plan and typical for a pre-commercial Ag-tech company which is in the research- and development phase, such as Biotalys.

The Company has incurred operating losses since its inception and operating losses and negative cash flows from operations are expected to continue for the foreseeable future. As a result, the Company will require additional capital to fund its operations and execute its business plan. As of 30 June 2025, the Company had €15.7 million in cash and cash equivalents and it had no committed source of additional funding from either debt or equity financings. The Company expects the financial runway to extend into May 2026 without considering any mitigating actions or additional financing through equity, newly awarded grants, partnerships or other sources of financing. The above conditions indicate the existence of material uncertainties, which may also cast significant doubt about the Company's ability to continue as a going concern.

The Board of Directors believes that the measures that can safeguard the continuity of the Group are related to continuing the Group's operations combined with obtaining additional financing through equity, grants, partnerships or other sources of financing. There is no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all.

Management continues to exercise control over the level of spending. There are few or no other significant long-term financial commitments besides labour agreements and lease obligations.

Management and the Board of Directors can timely and adequately reduce budgeted expenditures should this be necessary in the context of the Company's going concern or should it be necessary to have more time to obtain additional financing.

After due consideration of the above, the Board of Directors is of the opinion that it has an appropriate basis to conclude on the business continuity over the 12-month period following the approval of this report, and hence it is appropriate to prepare the financial statements on a going concern basis.

7.7 FINANCIAL INSTRUMENTS

All financial assets and liabilities presented in the consolidated statement of financial position are classified according to IFRS 9 – Financial Instruments as financial instruments at amortized cost. The Group considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.

7.8 PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS

During the period, the Group acquired property, plant and equipment totaling €97 thousand related primarily to additional lab equipment and hardware in our headquarters in Sint-Denijs-Westrem. The Group also disposed €35 thousand on a leased lab equipment.

Certain assets that have been financed by the Bank Loan described in note 7.12 have been pledged as collateral. No other items of property, plant and equipment have been pledged in the context of financial liabilities.

7.9 OTHER CURRENT ASSETS

Of the total of €755 thousand at 30 June 2025 (€522 thousand at 31 December 2024), €66 thousand relates to deferred charges for field trials where the related services have not yet been performed.

7.10 CASH AND CASH EQUIVALENTS

The net cash position as presented in the consolidated statement of cash flows is as follows:

In € thousands 30 June 2025 31 December
2024
Cash at bank and in hand 4,175 3,518
Short-term bank deposits 11,536 19,120
Total cash and cash equivalents 15,711 22,638

The carrying amount of the cash and cash equivalents is a reasonable approximation of their fair value.

7.11 SHARE CAPITAL

The share capital was increased by €1.85 thousand and the share premium by €18.65 thousand through exercising warrant rights ESOP II at the beginning of 2025.

7.12 BORROWINGS

In € thousands 30 June 2025 31 December
2024
Bank borrowings 2,236 2,456
Lease liabilities 2,055 2,393
Total borrowings 4,291 4,848
of which as:
Non-current borrowings 3,195 3,694
Current borrowings 1,096 1,154

Lease liabilities

The weighted average incremental borrowing rate used for the measurement of the lease liabilities is 2.18% at closing June 2025 (2024: 2.23%). The underlying leased assets act as pledge in the context of the lease liabilities. Certain restrictive covenants are contained in the lease liabilities and the Group was in compliance with such covenants (level of cash position in excess of €1,500 thousands) as of 30 June 2025.

Bank loan

On 20 May 2020, the Group entered into a bank loan for leasehold improvements of its new facilities in Belgium with a maximum committed amount of €4,000 thousands (the "Bank Loan"). The committed funds were completely drawn by May 2021, after which the Bank Loan turned into an amortizing loan over a period of 9 years with a fixed interest rate of 1.95% per annum.

The Group has one bank loan which contains certain restrictive covenants including a clause that requires the Group to increase the amount of cash held as a pledge to an amount at least equal to the outstanding balance of the loan if the overall cash balance at the bank falls below €10,000 thousands. The Group was in compliance with such covenants as of 30 June 2025.

7.13 OTHER CURRENT AND NON-CURRENT LIABILITIES

The Other current liabilities and Other non-current liabilities consist of revenue still to be recognized in future periods on various grants and projects, and for which the project research costs have not yet been incurred.

7.14 RESEARCH COLLABORATION

In the first six months of 2025, the Company did not entered into any new research collaboration agreements with third parties.

7.15 OTHER OPERATING INCOME

For the six months ended
In € thousands
2025 2024
Grants 658 575
R&D tax incentives 597 774
Other income 125 103
Total other operating income 1,379 1,452

Other operating income mainly consists of the R&D tax credits received and grants that were awarded to support R&D activities (VLAIO and Gates Foundation).

The R&D tax incentives correspond to certain rebates on payroll withholding taxes for scientific personnel and Belgian research and development tax credit with regard to incurred research and development expenses. The R&D tax credit will be paid to the Group in cash after a five-year period, if not offset against the taxable basis over the respective period.

7.16 OPERATING EXPENSES BY NATURE

The table below illustrates certain items of expense recognized in the income statement using a classification based on their nature within the Group.

For the six months ended
In € thousands
2025 2024
Employee benefit expense 5,341 4,679
R&D materials and external services 1,565 860
Depreciation expense of property, plant and equipment 631 651
Depreciation expense of right-of-use assets 232 220
Amortization expense of intangible assets 36 46
Facilities and IT related costs 455 523
Patents and IP 113 108
Other 1,135 937
Total operating expenses 9,508 8,026
of which as:
Research and development expenses 6,520 5,135
General and administrative expenses 2,988 2,890

The Other expenses relate to facility management, recruitment, legal and expert fees and other miscellaneous expenses.

7.17 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net earnings for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent (after adjusting for the effects of all dilutive potential ordinary shares) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The table below reflects the income and share data used in the basic and diluted earnings per share computations:

For the six months ended
in € thousands
2025 2024
Basic earnings
Loss from continuing operations attributable to owners of the parent (8,135) (6,489)
Diluted earnings
Dilution effect of share-based payments - -
Loss from continuing operations attributable to owners of the
parent, after dilution effect
(8,135) (6,489)
For the six months ended
Number of shares
2025 2024
Weighted average number of ordinary shares outstanding during the
period
37,469,164 32,151,716
Weighted average number of ordinary shares outstanding
during the period for basic and diluted earnings per share
37,469,164 32,151,716
For the six months ended
in €
2025 2024
Basic and diluted earnings per share (0.22) (0.20)

As the Group is reporting operating losses, the stock options have an anti-dilutive effect. As such, there is no difference between basic and diluted earnings per ordinary share. There are no other instruments that could potentially dilute earnings per share in the future.

7.18 COMMITMENTS AND CONTINGENCIES

Capital Expenditures

At 30 June 2025, the Group has capital expenditure commitment of € 10 thousand for facilities items (December 2024: € 88 thousand) .

Contractual Agreements

The Group has total outstanding purchase commitments with Contract Manufacturing Organizations ("CMOs") of € 110 thousand (December 2024: € 132 thousand).

The Group has also entered into development agreements with various Contract Research Organizations ("CROs") and field trial operators. These arrangements are service agreements which only require payment dependent on the completion of the service and delivery of the final reports. Total outstanding non-cancellable purchase commitments under these agreements, excluding amounts accrued for services already performed, amount to €610 thousands as per the end of June 2025 (December 2024: €624 thousand).

The majority of these service agreements are expected to be paid within one year. The amounts are not risk-adjusted or discounted, and the timing of the payments is based on the Group's current best estimate of delivery of the related services.

The Group also has a non-exclusive license agreement with VTU Technology GmbH in relation to a number of AGROBODY™ bioactive-expressing Pichia pastoris strains. This license encompasses the Pichia pastoris strain that the Group uses to produce EVOCA™. The license fees comprise success fees and royalty fees, both of which are based on the titre at which the licensed strains produce AGROBODY™ bioactives.

7.19 EVENTS AFTER THE END OF THE REPORTING PERIOD

Biotalys has given further guidance on the registration process of EVOCA in the USA (cfr. press release dated 29 August 2025). The EPA has confirmed that the scientific review of the dossier is progressing, and that all the requests for additional information have been addressed. The company now expects the final steps of the registration procedure to be taken in Q4, rather than by the end of September as had been previously announced by the Company.

8 DISCLAIMER AND ADDITIONAL INFORMATION

About Biotalys

Biotalys is an Agricultural Technology (AgTech) company developing precision biocontrol solutions based on proteins for the protection of crops in both the pre- and post-harvest markets. The company provides novel solutions that bridge the efficacy and scale of chemistry with the environmental advantages of biological solutions. Based on its novel AGROBODY™ technology platform, Biotalys is developing a strong and diverse pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology) and is listed on Euronext Brussels. The company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.

Forward looking statements

This report contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'aim', 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. Biotalys' actual results may differ materially from those predicted by the forward-looking statements. Biotalys makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

For further information, please contact

Toon Musschoot, Head of IR & Communication T: +32 (0)9 274 54 00 E: [email protected]

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