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RYVU Therapeutics S.A.

Interim Report Sep 18, 2025

5798_rns_2025-09-18_68792e81-4365-4f79-8d1d-f4ed57ea29ef.pdf

Interim Report

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CONDENSED INTERIM FINANCIAL STATEMENTS RYVU THERAPEUTICS S.A.

prepared for the period from 1 January 2025 to 30 June 2025

in accordance with the requirements of the International Accounting Standard No. 34 approved by the EU

for the period 01/01/2025 – 30/06/2025

Condensed interim financial statements of Ryvu Therapeutics S.A. It is the translation of Polish original document

Table of Contents Page
Condensed interim statement of comprehensive income 3
Condensed interim statement of financial position 4
Condensed interim statement of changes in equity 5
Condensed interim statement of cash flows 6
Notes to the condensed interim financial statements 7

Notes to the Condensed Interim Financial Statements

1 General information 7
2 International Financial Reporting Standards 8
3 Summary of significant accounting policies 8
4 Sales revenue 9
5 Major customers 9
6 Finance income 10
7 Finance cost 10
8 Earnings per share 10
9 Valuation of shares in Nodthera 11
10 Financial assets and liabilities 12
11 Other non-financial assets 12
12 Other financial assets 13
13 Trade and other receivables 13
14 Share capital 14
15 Credit facilities and loans and other sources of financing 16
16 Financial liabilities 17
17 Employee Benefit Obligations 17
18 Deferred revenues and liabilities arising from contracts with customers 17
19 Related party transactions 18
20 Cash and cash equivalents 19
21 Share-based payments 20
22 Contingent liabilities and contingent assets 22
23 Significant events of the reporting period 22
24 Significant events after the balance sheet date 22
25 Approval of the financial statements 23

Page

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025

Note 6-month period
ended 30/06/2025
From 01/04/2025 to
30/06/2025*
6-month period
ended 30/06/2024
From 01/04/2024 to
30/06/2024*
000' PLN 000' PLN 000' PLN 000' PLN
Continuing operations
Sales revenue 4.1 29,336 12,403 37,351 15,745
Grant income 4.2 13,090 8,989 11,090 7,269
Total operating revenue 42,426 21,392 48,441 23,014
Amortization and depreciation -4,718 -2,295 -5,470 -2,708
Consumption of materials and supplies -7,085 -3,377 -8,591 -3,745
External services -46,674 -24,927 -47,405 -27,529
Employee benefit expense -34,435 -15,768 -37,129 -18,997
Valuation of the incentive program 21 -1,882 -887 -2,241 -1,034
Other expenses -1,633 -960 -2,363 -1,676
Taxes and charges -856 -386 -690 -274
Total operating expenses -97,284 -48,600 -103,888 -55,964
-10,372 -439 169 187
Valuation of shares in Nodthera
Other operating revenue
9 5 3 81 5
Other operating expenses -140 -29 -55 -23
Operating (Loss) -65,364 -27,674 -55,253 -32,781
Financial revenue 6 11,087 -3,774 6,191 2,379
Financial expenses 7 -4,640 -2,206 -628 89
(Loss) on business activities -58,917 -33,655 -49,690 -30,313
Income tax expense -17 -3 -129 -106
Net (loss) on continuing operations -58,934 -33,658 -49,818 -30,419
NET (LOSS) -58,934 -33,658 -49,818 -30,419
TOTAL (LOSS) -58,934 -33,658 -49,818 -30,419
(Loss)/gain per share
(expressed in PLN per share)
8
From continued operations:
Basic (2.5) (1.5) (2.2) (1.4)
Diluted (2.5) (1.5) (2.2) (1.4)

*data is no subject to the rewiev

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION PREPARED AS AT 30 JUNE 2025

Note Balance as at
30/06/2025
Balance as at
31/12/2024
restated*
000' PLN 000' PLN
ASSETS
Non-current assets
Tangible fixed assets 66,976 70,234
Right-of-use assets 2,167 2,502
Intangible fixed assets 7,647 8,116
Financial assets-Shares in Nodthera 9 6,402 16,774
Other financial assets 12 2 19
Other non-financial assets 11 14,503 8,696
Total non-current assets 97,697 106,341
Current assets
Inventory 615 1,210
Short-term receivables 13 21,736 35,776
Other financial assets 12 48,905 65,857
Other non-financial assets 11 5,067 9,520
Cash and other monetary assets 20 107,167 160,073
Total current assets 183,490 272,436
Total assets 281,186 378,777
EQUITY AND LIABILITIES
Equity
Share capital 14 9,248 9,248
Reserve capital 14 519,748 519,748
Own shares 14 0 0
Capital resulting from the spin-off -335,396 -335,396
Other reserve capitals 14 72,019 70,137
Retained earnings / Accumulated losses -111,444 -9
Net (Loss) for the period -58,934 -111,435
Total equity 95,242 152,293
Long-term liabilities
Bank loans 15 67,051 64,924
Lease liabilities 1,234 1,390
Retirement provision 17 276 276
Long term finance liabilities 16 8,137
17
9,228
0
Deferred tax liability
Deferred income
18 19,777 16,783
Contract liabilities 18 19,695 25,955
Total long-term liabilities 116,187 118,556
Short-term liabilities
Trade and other liabilities 22,276 35,748
Bank loans 124 292
Lease liabilities 410 499
Short-term finance liabilities 16 18,013 25,788
Retirement provision 17 6,642 9,890
Deferred income 18 2,745 5,809
Contract liabilities 18 19,549 29,902
Total short-term liabilities 69,757 107,928
Total liabilities 185,944 226,484
Total equity and liabilities 281,186 378,777

* adjusted, described in note 15

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE REPORTING PERIOD ENDED 30 JUNE 2025

Note Share capital Share
premium
Own
shares
Capital created
as a result of
spin-off
Other reserve
capitals *
Retained earnings /
Accumulated losses
Net (Loss) for
the period
Total
000' PLN 000' PLN 000' PLN 000' PLN 000' PLN 000' PLN 000' PLN 000' PLN
Balance as at 1 January 2024 9,248 519,748 0
-335,396
66,001 92,102 -92,112 259,592
Net loss for the period 0 0 0
0
0 0 -49,818 -49,818
Issue of shares 0 0 0
0
0 0 0 0
Creation of reserve capital as part of the
incentive program
0 0 0
0
2,241 0 0 2,241
Allocation of the result from previous year 0 0 0
0
0 -92,112 92,112 0
Balance as at 30 June 2024 9,248 519,748 0
-335,396
68,242 -9 -49,818 212,015
Balance as at 1 January 2024 9,248 519,748 0
-335,396
66,001 92,102 -92,112 259,592
Net loss for the period 0 0 0
0
0 0 -111,435 -111,435
Creation of reserve capital as part of the
incentive program
21 0 0 0
0
4,137 0 0 4,137
Allocation of the result from previous year 0 0 0
0
0 -92,112 92,112 0
Balance as at 31 December 2024 9,248 519,748 0
-335,396
70,137 -9 -111,435 152,293
Net loss for the period 0 0 0
0
0 0 -58,934 -58,934
Creation of reserve capital as part of the
incentive program
21
0
0 0
0
1,882 0 0 1,882
Allocation of the result from previous year 0 0 0
0
0 -111,435 111,435 0
Balance as at 30 June 2025 9,248 519,748 0
-335,396
72,019 -111,444 -58,934 95,242

* adjusted, described in note 15

CONDENSED INTERIM STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 1 JANUARY 2025 TO 30 JUNE 2025

Note 6-month period
ended 30/06/2025
6-month period
ended 30/06/2024
000' PLN 000' PLN
Cash flows from operating activities
(Loss) for the period -58,934 -49,818
Adjustments:
Valuation of shares in Nodthera 9 10,372 -169
Amortization and depreciation and impairment losses on fixed assets 4,718 5,470
Profits (losses) from exchange rate differences -192 -1,472
Interest and profit-sharing (dividends), net 2,187 -6,766
Change in receivables 14,040 4,325
Change in inventories 595 -576
Change in short-term liabilities and provision excluding credits and loans -41,851 -11,210
Change in deferred income -71 -5,044
Change in deferred tax 17 55
Change in other assets -1,354 -2,325
Valuation of the incentive program 21 1,882 2,241
Net cash flows from operating activities -68,590 -65,288
Cash flows from investing activities
Acquisition of property, plant and equipment and intangible assets -1,168 -2,905
Purchase/Sale of other financial assets 16,969 47,470
Interest received 2,384 6,949
Net cash flows from investing activities 18,185 51,515
Cash flows from financing activities
Repayment of finance lease liabilities -81 -301
Cash flows from EIB financing -1,920 68,934
Inflows / Repayment of loans -169 5
Interest paid (without EIB) 15 0 -183
Net cash flows from financing activities -2,170 68,454
Net increase / (decrease) in cash and cash equivalents -52,576 54,681
Cash and cash equivalents at the beginning of the period 160,073 57,939
The impact of changes in exchange rates on the balance of cash in foreign
currencies
-330 -151
Cash and cash equivalents at the end of the period 20 107,167 112,469

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS PREPARED AS AT 30 JUNE 2025

1. General information

1.1. The company

Ryvu Therapeutics S.A. was established as a result of the transformation of Selvita Spółka z o.o. in a joint-stock company based on the Notarial Deed of August 20, 2010 prepared at the notary's office A. Deflorian, D. Jastrzębska-Kwiecień Spółka Cywilna (Rep. No. 3222/2010). The registered office of the company is in Poland, Cracow, Sternbacha Street 2. Currently, the Company is registered in the Register of Entrepreneurs of the National Court Register at the District Court for the city of Kraków - Śródmieście - XI Economic Department under the KRS number 0000367359.

Composition of the management and supervisory bodies as at the date of these financial statements:

Management Board:
Paweł Przewięźlikowski - President of the Management Board
Krzysztof Brzózka - Vice-President of the Management Board
Kamil Sitarz - Member of the Management Board
Hendrik Nogai - Member of the Management Board
Vatnak Vat-Ho - Member of the Management Board
Justyna Żółtek* Member of the Management Board
Supervisory Board:
Piotr Romanowski - Chairman
Tadeusz Wesołowski - Vice- Chairman
Rafał Chwast - Member
Axel Glasmacher - Member
Thomas Turalski - Member
Scott Fields - Member
Peter Smith - Member

* Ms. Justyna Żółtek was appointed to the Management Board of the Company as of 1 June 2025.

As at June 30, 2025 the shareholder structure of the company is as follows:

Registered office Number of shares Percentage interest
in capital
Percentage share in
voting rights
Paweł Przewięźlikowski Poland 3,982,160 17.22% 27.54%
Bogusław Sieczkowski Poland 825,348 3.57% 5.06%
Management Board + Board of Directors 545,531 2.36% 2.01%
Nationale Nederlanden OFE Poland 1,389,036 6.01% 5.11%
Allianz Polska OFE Poland 2,132,540 9.22% 7.85%
Tadeusz Wesołowski (with Augebit FIZ) Poland 1,372,713 5.94% 5.05%
BioNTech SE Germany 1,917,437 8.29% 7.06%
Other shareholders 10,955,383 47.38% 40.32%
Total 23,120,148 100.00% 100.00%

As of December 31, 2024, the shareholding structure of the Company was as follows:

Registered office Number of shares Percentage interest
in capital
Percentage share in
voting rights
Paweł Przewięźlikowski Poland 3,982,160 17.22% 27.54%
Bogusław Sieczkowski Poland 825,348 3.57% 5.06%
Management Board + Board of Directors 527,266 2.28% 1.94%
Nationale Nederlanden OFE Poland 1,389,036 6.01% 5.11%
TFI Allianz Polska S.A. Poland 2,282,909 9.87% 8.40%
PTE Allianz Polska S.A. Poland 2,132,540 9.22% 7.85%
Tadeusz Wesołowski (with Augebit FIZ) Poland 1,372,713 5.94% 5.05%
BioNTech SE Germany 1,917,437 8.29% 7.06%
Other shareholders 8,690,739 37.60% 31.99%
Total 23,120,148 100.00% 100.00%

The duration of the Company's operations is not limited.

The calendar year is the financial year of the Company.

The core business of the Capital Company comprises research and development in biotechnology.

1.2. Going concern assumption

The Company's financial statements have been prepared on the assumption that the Company will continue as a going concern for at least 12 months after the date of signing of this financial statements.

In connection with the signing of the financing agreement with the European Investment Bank in the amount of EUR 22 million in 2024, the Management Board of the Company sees no threats related to the continuation of its operations and financing the development of its projects.

The financial situation of the Company as at the moment of signing these financial statements is good, taking into account the current level of cash, financing received from the European Investment Bank and the issue of series "J" shares. As at June 30, 2025, the Company's cash, investment funds and bonds amounted to PLN 155,541 thousand (PLN 107,233 thousand in cash in banks, PLN 46,510 thousand in low-risk investment funds and PLN 1,798 thousand in bonds). More information can be found in notes 12 and 20. The above funds, together with secured revenues from grants and FTE agreements, are expected, in the opinion of the Company's Management Board, to enable the achievement its objectives, including the execution of the RVU120 clinical program and the development of early-phase projects up to key data readout points. As a result of the actions taken, the Company has secured financial resources to continue its operations and planned projects to H2 2026.

1.3. Functional and reporting currency

These financial statements have been prepared in the Polish zloty (PLN). The Polish zloty is the functional and reporting currency of the Company. Figures in the financial statements are expressed in thousand of Polish zlotys (PLN) unless it is otherwise stated.

2. International Financial Reporting Standards

2.1. Statement of compliance

These condensed interim financial statements have been prepared in accordance with the requirements of the International Accounting Standard No. 34 "Interim Financial Reporting" approved by the EU ("IAS 34").

These interim condensed financial statements do not contain all information and disclosures required in the annual financial statements and should be read in conjunction with the Company's financial statements for the financial year ended December 31, 2024, prepared in accordance with International Financial Reporting Standards as approved by the EU.

2.1.1. Reporting period and scope

The financial statements of the Company cover the financial period from January 1, 2025 to June 30, 2025 and contain comparative data, which constitute data for the financial period from January 1, 2024 to June 30, 2024, and in the case of data concerning the statement of financial position, they contain comparative data on December 31, 2024.

3. Summary of significant accounting policies

3.1. Going concern

The financial statements have been prepared on the assumption that the company will continue as a going concern in the 12 months following the date of signing of this financial statements. The issue of going concern was presented in Note 1.2.

3.2. Basis of preparation

In the condensed interim financial report, the same accounting principles and calculation methods as in the last annual financial report were adhered to.

4. Sales revenue

4.1. Revenues

The sales revenues obtained by the Company can be divided into 2 types. The main type of contracts is the sale of R&D projects and next FTE contracts.

1. Agreements based on the FTE (Full-Time Equivalent) model

Under the contract, the Company provides appropriately qualified employees for the carry-out of research and development activities. Revenue from service delivery is recognized over time. The Company is entitled to receive payment from the client corresponding directly to the value that the services performed by the Company have for the client, and therefore, revenue is recognized at the amount that the Company is entitled to invoice.

2. Sale of R&D projects

The company concludes research and development cooperation agreements. The subject of the cooperation is the discovery and development of innovative small-molecule compounds with potential therapeutic use in inflammatory diseases. The cooperation agreement specifies the division and scope of responsibility between the Company and the partner. The Company does not have sufficient information and has no influence on the pace of work performed by the project partner to be able to precisely determine when the conditions resulting in payments to the Company within the agreed, defined 'milestones' will be met, therefore the recognized revenue relates only to these revenues, for which a milestone has been achieved (recognition of revenue at a point in time). Then the recognized revenue corresponds to the remuneration for the milestone achieved.

The breakdown of the Company's sales revenues is as follows:

6-month period
ended 30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
Contract research (FTE agreements) 22,912 9,493 22,396 12,232
Sale of R&D projects 6,424 2,910 14,956 3,514
Operating income 29,336 12,403 37,351 15,745

Breakdown of revenues from the sale of R&D projects is as follows:

License sale
Milestone payments
6,424
0
0 7,928 0
2,910 7,028 3,514
000' PLN 000' PLN 000' PLN 000' PLN
6-month period
ended 30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024

4.2. Revenues from subsidies

6-month period
ended 30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
1,009 464 636 0
12,081 8,525 10,453 7,269
13,090 8,989 11,090 7,269

5. Major customers

6-month period
ended 30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
18,603 7,151 27,289 14,594
10,189 4,949 1,758 1,061
495 288 8,282 77

Customers A,B,C- are customers for which the sales revenue exceeds 10% of segment sales revenue.

6. Finance income

6-month period
ended
30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
Financial revenue due to financial instruments 11,087 -3,774 6,191 2,379
Interest 2,917 1,278 4,919 2,336
Other financial income - valuation of the option issued to the EIB 7,775 -5,448 1,272 43
Exchange differences 396 396 0 0
Total finance income 11,087 -3,774 6,191 2,379

7. Finance cost

6-month period
ended
30/06/2025
From 01/04/2025
to 30/06/2025
6-month period
ended 30/06/2024
From 01/04/2024
to 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
Finance cost due to financial instruments 4,640 2,206 628 -89
Interest 4,640 2,985 206 52
Exchange differences 0 -779 422 -141
Total finance cost 4,640 2,206 628 -89

8. Earnings per share

Period ended Period ended
30/06/2025
PLN per share
30/06/2024
PLN per share
Basic earnings per share: (2.5) (2.2)
From continuing operations (2.5) (2.2)
Total basic earnings per share (2.5) (2.2)
Diluted earnings per share: (2.5) (2.2)
From continuing operations (2.5) (2.2)
Total diluted earnings per share (2.5) (2.2)

8.1. Basic earnings per share

6-month period
ended 30/06/2025
6-month period
ended
30/06/2024
000' PLN 000' PLN
Profit/(loss) used to calculate basic/diluted earnings per share from continuing operations -58,934 -49,818
6-month period
ended 30/06/2025
6-month period
ended
30/06/2024
quantity quantity
The weighted average number of common shares used to calculate basic earnings per share 23,120,148 23,120,148
The weighted average number of common shares used to calculate diluted earnings per share* 23,120,148 23,120,148

*The Company in statement of comprehensive income reports net loss. Therefore, in accordance with paragraphs 41 and 43 of IAS 33 potencial shares are not dilutive as their conversion would decrease loss per share from continuing operations.

9. Valuation of shares in Nodthera

As of June 30, 2025, the Company held shares in NodThera Inc., which is a biotechnology company developing NALP3 inhibitors in the field of inflammatory and neuroinflammatory diseases.

As of June 30, 2025, four types of shares existed in NodThera Inc.: ordinary stock and preferred stock (Junior Preferred Stock, Series A1 and A2 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock). Ryvu is the holder of the Junior Preferred Stock.

On April 4, 2025, the issuance of Series D Preferred Stock took place. The issuance included:

  • 12,666,663 Series D1 shares at a price of USD 1.50 per share,

  • 41,050,852 Series D2 shares at a price of USD 0.75 per share,

  • 30,048,510 Series D3 shares (constituting a conversion of debt financing) at a price of USD 0.7407 per share.

As a result, the issuance generated total funding of USD 49,788,133.50 (from Series D1 and D2) for NodThera inc. The offering was limited to existing investors only. Series D shares carry the same preferential rights as Series A,B, and C shares. Ryvu did not participate in this issuance.

Therefore, the valuation was based on a share price of USD 0.9269 per share, which represents the weighted average price of Series D1 and D2 shares from the most recent financing round on April 4, 2025. As of June 30, 2025, Ryvu held 1.2% of shares in NodThera, and the total valuation of the Issuer's shares in NodThera Inc. amounted to PLN 6,402 thousand (at the average exchange rate of NBP 3.6164 PLN/USD).

Reconciliation of financial data to the carrying amount of shares in NodThera Inc. included in the financial statements as at June 30, 2025.

price of new shares (in USD) from the issue of series D shares 0.9269
average NBP exchange rate of June 30, 2025 3.6164
share issue price (in PLN) 3.3520
number of Company's shares in Nodthera Inc. 1,910,000
value of shares in the balance sheet as at June 30, 2025 (000'PLN) 6,402
change in valuation - impact on the result (000'PLN) -10,372
Balance as at Balance as at
31/12/2024 30/06/2025
16,774 6,402

Carrying amount of the Company's shares in Nodthera Inc.

10. Financial assets and liabilities

The table below presents the individual classes of financial assets and liabilities broken down into levels of the fair value hierarchy as at June 30, 2025. Due to the nature of these items, fair value does not differ significantly from the carrying amount. Therefore, the amounts presented in the fair value columns as of June 30, 2025, and December 31, 2024, are equal to the carrying amounts.

P1 - Quotes from active markets

P2 - Significant Observable Data

P3 - Relevant data unobservable

Balance as at 30/06/2025
fair value hierarchy level
Financial assets measured at fair value:
Financial Assets-Nodthera Shares 6,402 P2
Financial assets for which fair value is disclosed:
Trade and other receivables 5,106 P3
Bonds 1,798 P1
Investment Funds 46,510 P2
Other financial assets (excluding bonds and investment funds) 599 P3
Cash and other monetary assets 107,167 P1
Financial liabilities at fair value:
Financial liabilities 26,150 P3
Financial liabilities for which fair value is disclosed:
Liabilities from deliveries and services 18,764 P3
Interest-bearing loans and credits 67,175 P3
Leasing liabilities 1,644 P3
Balance as at 31/12/2024
fair value hierarchy level
Financial assets measured at fair value:
Financial Assets-Nodthera Shares 16,774 P2
Financial assets for which fair value is disclosed:
Trade and other receivables 16,346 P3
Bonds 4,133 P1
Investment Funds 25,303 P2
Other financial assets (excluding bonds and investment funds) 36,439 P3
Cash and other monetary assets 160,073 P1
Financial liabilities at fair value:
Financial liabilities 35,016 P3
Financial liabilities for which fair value is disclosed:
Liabilities from deliveries and services 33,174 P3
Investment liabilities 348 P3
Interest-bearing loans and credits 73,626 P3
Leasing liabilities 1,889 P3

11. Other non-financial assets

Balance as at
30/06/2025
Balance as at
31/12/2024
Carrying amount: 000' PLN 000' PLN
Licenses 1,354 956
Costs related to subsequent periods 17,185 16,587
Other 1,031 674
19,570 18,216

12. Other financial assets

Long term financial assets Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Deposits paid 2 19
2 19
Short term financial assets Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Deposit 530 530
Bonds 1,798 4,133
Investment Funds 46,510 25,303
Bank deposits 67 35,890
48,905 65,857

As of June 30, 2025, the company owned one bond, which was redeemed by the bondholder in July 2025.

The maturity date of the deposits is until July 2025. All deposits have a fixed interest rate.

13. Trade and other receivables

Balance as at 30/06/2025 Balance as at 31/12/2024
000' PLN 000' PLN
Trade receivables 4,812 15,655
4,812 15,655
Tax receivables* 3,256 14,860
Other – receivables from employees, security deposits 294 690
Grants due 13,374 4,571
21,736 35,776

* Applies VAT tax

14. Share capital

Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Registered share capital 9,248 9,248
9,248 9,248

14.1. Share capital as at the end of the reporting period

Balance as at Balance as at
30/06/2025 31/12/2024
Number of shares (000' shares) 23,120 23,120
Par value per share (PLN) 0.40 0.40
Share capital (000'PLN) 9,248 9,248

Share capital structure as at 30/06/2025

Series / issue Type of preference Number of shares Par value of series /
Type of shares (ordinary / registered) issue
Registered "A" shares 2 votes / 1 share 4,050,000 1,620
Ordinary "B" shares none 1,329,500 532
Ordinary "C" shares none 1,833,000 733
Ordinary "D" shares none 551,066 220
Ordinary "E" shares none 2,700,000 1,080
Ordinary "F" shares none 2,651,891 1,061
Ordinary "G1" shares none 327,886 131
Ordinary "G2" shares none 327,886 131
Ordinary "H" shares none 2,200,000 880
Ordinary "I" shares none 2,384,245 954
Ordinary "J" shares none 4,764,674 1,906
Total 23,120,148 9,248

Share capital structure as at 31 December 2024

Series / issue
Type of shares (ordinary / registered)
Type of preference Number of shares Par value of series /
issue
Registered "A" shares 2 votes / 1 share 4,050,000 1,620
Ordinary "B" shares none 1,329,500 532
Ordinary "C" shares none 1,833,000 733
Ordinary "D" shares none 551,066 220
Ordinary "E" shares none 2,700,000 1,080
Ordinary "F" shares none 2,651,891 1,061
Ordinary "G1" shares none 327,886 131
Ordinary "G2" shares none 327,886 131
Ordinary "H" shares none 2,200,000 880
Ordinary "I" shares none 2,384,245 954
Ordinary "J" shares none 4,764,674 1,906
Total 23,120,148 9,248
14.2. Own shares Balance as at Balance as at
30/06/2025 31/12/2024
number of shares number of shares
Own shares under the Incentive Scheme 250 1,633
Total 250 1,633

As at June 30, 2025, the Company holds treasury shares resulting from the implementation of the Incentive Scheme (see note 21). In the light of paragraph 33 of IAS 32, taking into account that the acquisition cost of these shares was PLN 0 (received free of charge by the Company as a gift from Mr Paweł Przewięźlikowski), their value as at each balance sheet date is PLN 0.

14.3. Other reserve capitals Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Others - 2015-2017 incentive program 11,172 11,172
Payments for the transfer of shares to employees 237 237
Others - incentive program 2021-2024 (i) 59,515 57,633
Valuation of options to purchase shares resulting from the
investment agreement with BioNtech
1,096 1,096
Total 72,019 70,137
14.4. Share premium Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Share premium 159,681 159,681
including the surplus on the issue of shares above their
nominal value, "H" series ordinary shares
134 134
including issue costs, "H" series ordinary shares -4,295 -4,295
including surplus from issue of shares above their nominal
value "I" series ordinary shares
142,101 142,101
including issue costs, "I" series ordinary shares -8,227 -8,227
Transfer of result from previous years due to the split -10,331 -10,331
including surplus from the issue of shares above their
nominal value "J" series ordinary shares
248,378 248,378
including issue costs, "J" series ordinary shares -7,693 -7,693
Total Reserve Capital 519,748 519,748

15. Credit facilities and loans and other sources of financing

A detailed description of the financing with the European Investment Bank is presented in the financial statements for the period ended 31 December 2024. Only selected topics are presented below.

On August 16, 2022, the Company concluded a financing agreement with the European Investment Bank ("EIB") Under the Agreement, the EIB agreed to grant the Company a loan in the maximum amount of EUR 22,000,000. The purpose of the Agreement is to support the development of the RVU120 molecule. The majority of the funding is used to cover costs associated with clinical trial expenses, necessary regulatory approval activities, internal research and development related to drug discovery, and costs associated with intellectual property protection.

The company is obliged to repay each of the paid tranches in one installment 5 years after its launch. The interest rate for Tranche A is 3% per annum, for Tranche B 2.7% per annum, and for Tranche C 2.4% per annum. Interest on each tranche is payable annually.

Additional consideration for Tranche A, Tranche B and Tranche C are subscription warrants corresponding in total to 2.5% of the fully issued share capital of the Company. The validity period of the Warrants is 10 years and EIB will have the right to exercise the Warrants upon the maturity of Tranche or a voluntary or mandatory prepayment event. Pursuant to the Warrant Agreement, the Company agreed to issue to EIB 592,825 subscription warrants entitling to acquire a total of 592,825 shares of the Company with a total nominal value of PLN 237,130.

Presentation adjustment

At initial recognition, the financing from the disbursed tranches was measured at fair value, determined as the present value of all future cash flows discounted using prevailing market interest rates applicable to similar instruments, adjusted for directly attributable transaction costs (fees and charges). The subscription warrants issued by the Company in connection with the financing were recognized once in the reserve capital at the tranche disbursement date, as the difference between the proceeds received from the EIB and the initial fair value of the financing obtained. In addition, the put option granted by the Company as part of the warrant issuance was recognized as a separate liability, measured at the amount that would have been payable by the Company in the scenario of the put option being exercised by the EIB at that date, with a corresponding entry to reserve capital.

The Company has retrospectively adjusted the initial recognition of the liability arising from the issuance of warrants at fair value. Alternative settlement methods of the Warrant Agreement (put option) represent an integral contractual feature of the warrant as a financial instrument. Accordingly, the put option and the subscription warrant constitute a single financial instrument. Consequently, the financing from the disbursed tranches was initially recognized at the disbursement date as the difference between the proceeds received from the EIB and the initial fair value of the liability related to the issuance of warrants.

The Company notes that subsequent to initial recognition, the presentation and measurement of the put option and the loan have not changed, and the adjustment has no impact on the profit or loss. The restated balance sheet as at December 31, 2024 is presented in the table below.

Furthermore, the Company emphasizes that the different initial recognition of the financing does not affect the overall financial position, in particular the level of cash, which is of key importance given the Company's operations and stage of development.

Data before adjustment
Balance as at 31/12/2024
Presentation
adjustment
Restated data
Balance as at
31/12/2024
000' PLN 000' PLN 000' PLN
Other reserve capital 61,728 8,409 70,137
Total equity 143,884 8,409 152,293
Bank loans 73,333 -8,409 64,924
Total long-term liabilities 126,965 -126,965 118,556

16. Financial liabilities

Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Agreement with LLS 8,137 9,228
Obligation to settle the required option with the EIB* 18,013 25,788
26,150 35,016

* described in note 15. The company recognized the liability for the settlement of the option with the EIB as short-term financial liabilities due to the fact that the conditions for exercising the option involve events that are beyond the control of the Company and beyond the control of the EIB as well. However, the Company does not expect the option to be exercised at least until the EIB loan is repaid.

17. Employee Benefit Obligations

Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Accrued leave obligations 2,567 2,290
Accrued bonus liabilities 4,050 7,600
Provisions for severance payments 25 0
Pension benefit obligations 276 276
6,918 10,166

18. Deferred revenues and liabilities arising from contracts with customers

Balance as at Balance as at
30/06/2025 31/12/2024
000' PLN 000' PLN
Payments from Partners (i) 39,244 55,856
Government subsidies (ii) revenues recognized in accordance with IAS 20 22,522 22,592
61,766 78,448
Payments from Partners (i)
Agreement with BioNtech, including: 33,586 40,010
- Short-term 13,891 14,055
- Long-term 19,695 25,955
33,586 40,010
Other, including: 5,658 15,847
- Short-term 5,658 15,847
5,658 15,847
Government subsidies (ii) revenues recognized in accordance with IAS 20
Infrastructure subsidies, including: 18,691 19,700
- Short-term 2,372 2,917
Research subsidies, including: 3,831 2,892
- Short-term 373 2,892
22,522 22,592

(i) Payments from Partners:

Agreement with BioNtech: The Company estimates that the entire amount of liabilities will be recognized in revenues within 5 years, starting in December 2022. The balances of liabilities under this agreement of 31.12.2024 were settled in the first quarter of 2025 in the amount of PLN 6,424 thousand.

Other balances of liabilities under contracts with other customers of 31.12.2024 were settled in the first quarter of 2025 in the amount of PLN 10.188 thousand.

(ii) Government subsidies include payments received resulting from subsidy contracts signed.

19. Related party transactions

19.1. Commercial transactions

The group of related entities was determined for the purposes of preparing these condensed interim financial statements in accordance with the International Accounting Standard 24, constituting an attachment to Commission Regulation No. 1126/2008 of November 3, 2008. Personal connections based on connections between Members of the Management Board and Members of the Supervisory Board have been defined in accordance with the disposition of point 9 above International Accounting Standard 24.

Sales to related parties include rental income and re-invoicing. Purchases from related entities include the acquisition of advisory and administrative services.

In the financial year, the Company identified the following commercial transactions with related parties. Personal connections based on connections between Members of the Management Board and Members of the Supervisory Board.

Binding type:

POA - personal relationship through shares held by the Shareholder PORN - personal connection by a Member of the Supervisory Board

Sales of goods and services Purchases of goods and services
Binding type 6-month period ended
30/06/2025
6-month period
ended 30/06/2024
6-month period
ended 30/06/2025
6-month period
ended 30/06/2024
000' PLN 000' PLN 000' PLN 000' PLN
Selvita S.A. POA 0 88 613 1,480
Selvita Services Sp. z o.o. POA 0 0 0 -53
Selvita Inc. POA 0 0 1,463 1,617
0 88 2,076 3,044

Balances at the end of the reporting period:

Amounts due from related parties Amounts due to related parties
Binding type Balance as at
30/06/2025
Balance as at
31/12/2024
Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN 000' PLN 000' PLN
Selvita S.A. POA 0 0 26 1,436
Selvita Services Sp. z o.o. POA 0 418 0 0
Selvita Inc. POA 0 0 169 160
0 418 195 1,596

Transactions with related entities were made using market prices.

19.2 Executive compensation

Compensation of members of the Management Board and other executives in the financial year:

Period ended 30/06/2025 Period ended 30/06/2024
Salary Share-based
payments*
Salary Share-based
payments*
000' PLN 000' PLN 000' PLN 000' PLN
Management Board 2,572 353 2,794 851
Paweł Przewięźlikowski 117 0 229 0
Krzysztof Brzózka 429 0 428 0
Kamil Sitarz 318 94 317 307
Hendrik Nogai 859 195 968 165
Vatnak Vat-Ho 810 59 851 379
Justyna Żółtek 40 5 0 0
Supervisory Board 550 0 568 0
Piotr Romanowski 79 0 81 0
Tadeusz Wesołowski 78 0 80 0
Rafał Chwast 79 0 81 0
Axel Glasmacher 78 0 80 0
0 0 1 0
Thomas Turalski 78 0 80 0
78 0 85 0
78 0 80 0
3,122 353 3,362 851

* Valuation in accordance with IFRS2

20. Cash and cash equivalents

For purposes of preparation of the Statement of cash flows, cash and cash equivalents consist of cash in hand and cash at bank, including open overdraft facilities. Cash and cash equivalents at the end of the financial year, presented in the statement of cash flows, can be reconciled with the balance sheet items in the following manner:

At the balance sheet date, funds collected on bank accounts are not adjusted due to risk of impairment.

Balance as at
30/06/2025
Balance as at
31/12/2024
000' PLN 000' PLN
Cash in hand and at bank 7,353 7,030
7,030
7,353
Cash and cash equivalents - bank deposits 99,814 153,043
107,167 160,073

As at June 30, 2025, restricted funds (advances received from grants) amounted to PLN 4,601 thousand (as at December 31, 2024, restricted funds amounted to PLN 2,547 thousand).

21. Share-based payments

21.1 Employee incentive program

21.1.1 Detailed description of the incentive program based on subscription warrants

A detailed description of the incentive program currently implemented in the Company is presented in the financial statements for the period ending December 31, 2024. Only selected information is presented below.

21.1.2 The fair value of the share options granted during the year

The fair value of the options granted is determined as at the grant date and recognized over the vesting period in remuneration costs in correspondence with the increase in equity at the time of vesting by employees during the program period.

Summary of data about the program:

Date of granting the program ("grant date") - I phase of the program 17.05.2021 r.
Date of granting the program ("grant date") - II phase of the program 16.03.2022 r.
Date of granting the program ("grant date") - III phase of the program 24.05.2023 r.
Date of granting the program ("grant date") - IV phase of the program 11.08.2023 r.
Date of granting the program ("grant date") - V phase of the program 29.01.2024 r.
Date of granting the program ("grant date") - VI phase of the program 27.09.2024 r.
Date of granting the program ("grant date") - VII phase of the program 06.06.2025 r.
The maturity date of the program 26.09.2027 r.
Number of shares in the program 1,247,720
Expected number of shares after taking into account employee turnover ratio and
available data as at June 30, 2025.
1,150,345

The total cost of the program was estimated on the basis of the estimated value of the shares to which employees will acquire rights during the duration of the program. The fair value of the program was determined using the Black-Scholes-Merton valuation model, taking into account the following parameters:

In the case of the 6th phase of the program:

• option exercise date:

05.06.2025 r. for 5.133 shares

05.06.2027 r. for 2.810 shares

  • option exercise price: PLN 0.19;
  • share price as at the valuation date: PLN 30,25;

• continuous dividend rate: 0%

• risk-free interest rate in continuous capitalization: 4.79%

• coefficient of variation: 48% - obtained as a standard deviation from a sample of logarithmic changes in historical prices of shares listed on the WSE in the period from October 16, 2019 to the valuation date.

Tranche number Number of shares Date of purchase of
the shares
2021 2022 2023 2024 2025 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2026 2027 Total
Tranche No. 1 20,383 7/9/2021 1,076 0 0 0 0 0 0 0 0 0 0 1,076
Tranche No. 2 458,465 7/9/2022 13,964 10,217 0 0 0 0 0 0 0 0 0 24,181
Tranche No. 3 437,604 7/9/2023 7,649 10,144 5,328 0 0 0 0 0 0 0 0 23,120
Tranche No. 4 20,093 7/9/2024 255 304 330 173 0 0 0 0 0 0 0 1,061
Tranche No. 5 6,379 6/30/2025 56 80 81 81 20 20 0 0 40 0 0 337
Tranche No. 6 8,219 3/16/2022 0 388 0 0 0 0 0 0 0 0 0 388
Tranche No. 7 16,567 3/16/2023 0 629 164 0 0 0 0 0 0 0 0 793
Tranche No. 8 16,375 3/16/2024 0 314 389 80 0 0 0 0 0 0 0 784
Tranche No. 9 8,155 3/16/2025 0 107 130 129 26 0 0 0 26 0 0 392
Tranche No. 10 30,261 5/23/2024 0 0 1,072 699 0 0 0 0 0 0 0 1,771
Tranche No. 11 30,261 5/23/2025 0 0 536 888 218 129 0 0 347 0 0 1,771
Tranche No. 12 14,755 5/23/2026 0 0 174 289 71 72 73 73 288 113 0 864
Tranche No. 13 2,997 8/10/2024 0 0 68 107 0 0 0 0 0 0 0 175
Tranche No. 14 2,997 8/10/2025 0 0 34 88 22 22 10 0 53 0 0 175
Tranche No. 15 939 8/10/2026 0 0 7 18 5 5 5 5 18 11 0 55
Tranche No. 16 17,641 1/28/2025 0 0 0 884 76 0 0 0 76 0 0 960
Tranche No. 17 3,991 1/28/2026 0 0 0 100 27 27 27 27 109 9 0 217
Tranche No. 18 3,033 1/28/2027 0 0 0 51 14 14 14 14 55 55 4 165
Tranche No. 19 37,122 9/26/2025 0 0 0 521 488 493 477 0 1,459 0 0 1,979
Tranche No. 20 6,496 9/26/2027 0 0 0 30 28 29 29 29 115 115 85 346
Tranche No. 21 7,609 6/5/2027 0 0 0 0 0 77 53 53 183 46 28 256
Total 1,150,345 22,999 22,184 8,313 4,137 995 887 687 200 2,770 349 118 60,870

21.1.3 Estimated impact of the incentive program on the financial results (in PLN thousand):

22. Contingent liabilities and contingent assets

22.1. Contingent liabilities

In the periods covered by the financial statements, the Company incurred contingent liabilities necessary to receive subsidies and loans. Contingent liabilities include:

  • bill of exchange liabilities - covering the amount of subsidies received for which the durability periods have not yet expired, together with interest in the amount specified for tax arrears calculated from the date of transfer of funds to the account until the date of return. In the period covered by the report, the amount of PLN 6.081 was transferred to the bank accounts for co-financing. As at the balance sheet date, June 30, 2025, the total amount of funds received from subsidies whose durability period has not yet expired is PLN 177.957 thousand.

  • claims - in connection with the implementation of the contract for the performance of construction works as part of the general contracting of the investment entitled: "Construction of the Research and Development Center for Innovative Medicines Selvita S.A." the contractor, i.e.: Duna Polska S.A (formerly: Mota-Engil Central Europe S.A.), pursues claims in a lawsuit for costs incurred in connection with the extended implementation of the Agreement, the unpaid part of the lump sum remuneration, as well as additional remuneration for additional, replacement and omitted works (PLN 5,391,425.63) and claims arising from the unauthorized - in the opinion of the contractor - use by the Company of the guarantee of proper performance of the contract and removal of defects and faults (PLN 2,063,507.56). Together with statutory interest, the Contractor demands a total amount of PLN 7,671,285 from the Company. The lawsuit was delivered to the Company on January 19, 2022. The Company believes that the claim is completely unfounded, therefore it did not create a provision.

22.2. Contingent assets

In connection with the implementation of the contract for the performance of construction works as part of the general contracting of the investment entitled: "Construction of the Research and Development Center for Innovative Medicines Selvita S.A." The company pursues claims from Duna Polska S.A. (formerly: Mota-Engil Central Europe S.A.) for payment of the amount of PLN 13,756,717.07. The lawsuit was filed on September 24, 2021.

23. Significant events of the reporting period

Strategic reorganization

The Management Board of the Company informed on February 25, 2025 about the intended Collective Redundancy. The Collective Redundancy was carried out as of February 25, 2025 to June 30, 2025 and was affected approximately 30% (no more than 95) employees of the Company. As af June 30, 2025, the Company recognized a provision for severance payments in the amount of PLN 25 thousand (see Note 17). As of June 30, the Company had paid severance pay in the amount of PLN 1,573,000.

24. Significant events after the balance sheet date

Conclusion of Strategic Agreement with BioNTech SE

On September 1, 2025, the Company has concluded a Strategic Agreement ("Agreement") with BioNTech SE, with its registered office in Mainz, Germany ("BioNTech"). The Agreement is of a framework nature, and specific services will be performed by Ryvu under SOWs (Scope of Work) submitted by BioNTech.

As of the date of execution of the Agreement, the total value of SOWs attributed to Ryvu is € 2,946,000 (PLN 12,542,300 converted at the average exchange rate of the National Bank of Poland on September 1st , 2025 1 EUR = 4.2574 PLN). Based on the SOWs received, the Company will support BioNTech in the acceleration of site activation and patient enrollment for several of BioNTech's priority oncology clinical programs in Poland, in indications such as lung, breast, and colorectal cancers.

RVU120 to be tested in an investigator-initiated Phase I

The Management Board of the Company informs about the initiation of a collaboration with the Children's Memorial Health Institute (pl. Instytut "Pomnik – Centrum Zdrowia Dziecka", "IPCZD", "the Institute") as part of the MEDWAY project ("MEDWAY Project") – a new, non-commercial Phase I clinical study aimed to evaluate the CDK8/19 inhibitor RVU120 in combination with everolimus in children with recurrent or progressive Group 3 or 4 medulloblastoma. On September 9, 2025, IPCZD signed a funding agreement with the Polish Medical Research Agency (pl. Agencja Badań Medycznych "MDR") for the MEDWAY Project under a grant awarded in ABM's call for non-commercial clinical trials and research experiments in oncology (ABM/2024/2). The study will assess the safety and potential efficacy of RVU120 in combination with everolimus, targeting unique molecular mechanisms of the disease.

The total value of the grant awarded to IPCZD under the MEDWAY Project is PLN 40,151,060.47. Of this amount, approximately PLN 2 million is allocated in the MEDWAY Project budget directly to cover the costs of manufacturing, preparing, and releasing the investigational medicinal product – RVU120 – for use in the planned clinical trial. These funds cover only the production costs, excluding commercial markups or margins, however the Company will not bear any costs related to the supply of RVU120 for the study. The first shipment of RVU120 is expected in Q2 2026. The MEDWAY Project is expected to run from July 1, 2025, to June 30, 2033 with the potential for earlier completion. Ryvu will work closely in collaboration with the IPCZD team throughout the study.

25. Approval of the financial statements

The financial statements were approved by the Company's Management Board on September 16, 2025.

Prepared by: Bartłomiej Konicki

Signatures of members of the Management Board:

Dokument podpisany przez Paweł Tadeusz Przewięźlikowski Data: 2025.09.16 12:10:52 CEST

Paweł Przewięźlikowski - President of the Board

Krzysztof Brzózka - V-ce President od the Board

Kamil Sebastian Sitarz Data: 2025.09.16 08:43:41 CEST

Kamil Sitarz - Member of the Board

Hendrik Nogai - Member of the Board

Vatnak Vat-Ho - Member of the Board

podpisany przez Justyna Katarzyna Żółtek Data: 2025.09.16 09:21:18 +02'00'

Justyna Żółtek - Member of the Board

CONTACT

RYVU THERAPEUTICS

Leona Henryka Sternbacha 2

30-394 Krakow, Poland

Tel: +48 12 314 02 00

GENERAL INQUIRIES

[email protected]

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