ANNUAL REPORT

2025

BIOVERSYS

Annual Report 2025 – BioVersys | 2

TABLE OF CONTENT

Highlights and Key Figures Full Year 2025 3
Chairman and Chief Executive Officer’s Letter 5
Portfolio and Pipeline 7
Corporate Governance 11
Compensation Report 27

Financial Report

Consolidated Financial Statements 36
Financial Statements BioVersys AG 70

HIGHLIGHTS AND KEY FIGURES FULL YEAR 2025

BV100: – Lead asset targeting drug-resistant Acinetobacter baumannii lung infections, a WHO, US and EU CDC critical priority

Clinical trials:
Successful End-of-Phase 2 meeting held with FDA & EMA aligning on Phase 3 trial design
Phase 2 data presentation and symposium at ESCMID Global conference in Vienna, strengthening visibility among European clinicians and experts.
Initiation of Phase 3 trial (RIV-TARGET) with clinical trial applications submitted in December 2025. The trial will include clinical sites in the US, Europe, Latin America, Asia and China.
Selected by ADVANCE-ID to run the BV100 Phase 2b (RIV-CARE) trial as part of a Wellcome funded clinical trial network (Singapore $22 million, CHF 13 million), covering multiple countries with high antimicrobial resistance levels. This constitutes non-dilutive funding for BioVersys.
First participants dosed in a mandatory Phase 1 clinical trial for BV100 in China.
Corporate:
Key patent around new formulation granted in China. This patent is now also granted in over 25 jurisdictions globally.
Corporate event with two internationally renowned key opinion leaders guiding investors and analysts through our data (webcast available on our webpage).

Alpipectir: – second clinical asset targeting drug resistant tuberculosis (TB), a WHO critical priority

Clinical trials:
Our partner GSK reported first patient first visit for the Phase 2b/c trial in pulmonary TB.
Phase 2a results published in New England Journal of Medicine in February 2026
Corporate: Received EMA orphan designation for the alpipectir/ethionamide combination to treat TB

BV500: – preclinical asset targeting non-tuberculosis mycobacterial infections

Entered into a global research collaboration with Shionogi receiving upfront and near-term payments of CHF 5 million. Upon exercise of the license option, BioVersys is entitled to development, regulatory and sales milestones of up to CHF 479 million as well as royalties on future sales.
Successfully completed the funding from the LifeArc CF AMR syndicate.

Leadership & Governance:

Dr. Daniel Ritz assumed responsibilities as Chief Scientific Officer in November 2025.
Dr. Ulrik Schulze assumed responsibilities as independent Board Director in June 2025.

Strong balance sheet and clear runway:

Successfully listed on the SIX Swiss Exchange on 7 February 2025 (ISIN CH0210362643) under the ticker “BIOV” and raised CHF 76.7 million. BioVersys was the first biotech IPO in seven years, and the largest European biotech IPO in five years.
BioVersys operations are fully funded into 2028, enabling the Company to focus on development and commercialization plans for its lead assets. Cash and cash equivalents on December 31, 2025, were CHF 82.5 million, which include IPO proceeds and non-dilutive funding.
BioVersys continues to execute on it’s strategy through strong financial discipline. Capital was primarily allocated to R&D activities (approx. 71% of total costs), maintaining a lean organization of 33 FTEs which led to an operational loss of CHF 21.8 million in 2025 (compared to CHF 18.7 million in 2024).

Annual Report 2025 – BioVersys

Highlights and Key Figures Full Year 2025

Outlook:

Recruitment start of both BV100 Phase 3 program trials, RIV-TARGET and RIV-CARE
Top line data from additional Phase 2a with alpibectir
Recruitment finalization of Phase 2b/c for alpibectir
Initiation of recruitment for Phase 2 meningeal TB trial
Additional preclinical data for BV200 and BV500
For the full year 2026, the company expects total operating loss to be in the range of CHF 40.0 to 45.0 million. Cash and cash equivalents estimated at the end of the year 2026 CHF 43.0 million.

Key figures 1)
CHF million

Profit and Loss	31.12.2025	31.12.2024
Operating income	3.3	1.2
Research and development expenses	(16.5)	(12.9)
General and administrative expenses	(6.7)	(7.0)
Net loss	(21.8)	(18.7)
Average net cash burn 2)	(1.8)	(1.3)
Number of FTE	33	27
Balance Sheet	31.12.2025	31.12.2024
---	---	---
Cash and cash equivalents	82.5	26.6
Total assets	90.6	35.0
Total equity	59.8	10.7
Equity ratio	66%	31%
Share information	31.12.2025	31.12.2024
---	---	---
Share capital	5.8	3.7
Number of registered shares issued	5,848,011	3,692,285
Nominal value per registered share (in CHF)	1.0	1.0

1) Based on the consolidated IFRS Financial Statements
2) The average net cash burn represents the average monthly cash used for operating activities

Annual Report 2025 – BioVersys

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S LETTER

Dear shareholders,

On February 7, 2025, we took BioVersys from an ETH Zurich Spin Off to a listing on the SIX Swiss Stock Exchange, raising in an all-primary listing CHF 76.7 million to advance our pipeline of life saving, innovative, new antibiotics. Our IPO marked a very exciting start to 2025 during which we advanced our entire development pipeline, struck additional deals and continued to establish BioVersys as an innovative leader in antibacterial drug discovery and development.

Some of the highlights in 2025 include the following:

Our BV100 Phase 2 data was presented at ESCMID Global, one of the largest clinical infectious disease meetings globally. Many investigators and key opinion leaders were involved in highlighting BV100's potential to serve patients suffering from carbapenem resistant Acinetobacter baumannii lung infections. We initiated the pivotal Phase 3 trial by the end of 2025 following alignment with major regulatory bodies on the trial design and size. We also decided to conduct the Phase 2b trial in parallel. This Phase 2b study will focus on high burden countries and aims to recruit highly drug-resistant patients and testing additional combinations of BV100 with other antibiotics compared to Best Available Therapy. In a competitive process, our Phase 2b trial was selected to be conducted by the ADVANCE-ID clinical trial network and financed by Wellcome. This recognises the potential of BV100 and BioVersys' development strategy and helps to offset about two-thirds of the anticipated Phase 2b trial cost for the company. We also launched a Phase 1 in China for BV100 to include China as quickly as possible into our global Phase 3 program.

Our second clinical stage program, alpipectir for Tuberculosis (TB) in partnership with GSK, received orphan drug status from the European Medicines Agency. GSK initiated additional Phase 2 trials in pulmonary TB while we prepared for a Phase 2 trial in meningeal TB, which we will initiate in 2026.

Securing a second Big Pharma partnership was an additional highlight for BioVersys in 2025. We signed a research and license option deal for BV500, one of our preclinical assets addressing non-tuberculous mycobacteria (NTM) with Shionogi. This is further external validation of BioVersys' pipeline and leadership in developing novel antibacterial drugs addressing unmet medical needs with important market potential.

Antimicrobial resistance (AMR) remains one of the biggest global health risks with more than 5 million AMR-associated deaths globally. AMR seriously undermines modern healthcare, as many medical interventions rely on access to working antibiotics. This includes simple surgeries all the way to organ transplants and advanced oncology treatments. Unfortunately outbreaks of highly drug-resistant infections are increasing and the need for novel antibiotics has never been more urgent.

This global health emergency has resulted in governments reviewing their reimbursement systems and policies for novel antibiotics. In 2025, we have seen the UK establish a novel subscription model to pay for new priority antibiotics, and the European Union deciding to establish a new rewards system via so called Transferable Exclusivity Vouchers (TEV). These TEVs could come to action as early as 2026.

Annual Report 2025 – BioVersys

Chairman and Chief Executive Officer's Letter

We are pleased to see this much-needed progress on policies that assign an adequate value to critical novel antibiotics addressing priority health threats and incentivizing innovative AMR companies. BioVersys remains a global leader in AMR with a comprehensive pipeline of novel drug candidates.

In 2026, we will initiate recruitment for our BV100 clinical trials - the pivotal Phase 3 and the commercial differentiation Phase 2b trial. For our Phase 2b trial we expect first interim data towards the end of 2026. Alpibectir will complete the Phase 2b/c trial run by GSK and we will initiate recruitment into our Phase 2 TB meningitis trial. Additional news flow can be expected from our preclinical pipeline. As a leader in anti-infectives, we will also continue to explore further portfolio expansion via our internal discovery pipeline or via relevant deals.

We are grateful to our shareholders, our partners and our incredible team at BioVersys. Together we will generate stakeholder value, shape the future of BioVersys and positively impact AMR.

Basel, March 17, 2026

Dr. Marc Gitzinger
Chief Executive Officer

Dr. Seng Chin Mah
Chairman

Annual Report 2025 – BioVersys

PORTFOLIO AND PIPELINE

BioVersys is developing a pipeline of differentiated antibacterial drugs with first-in-class and best-in-class potential addressing some of the world's largest unmet medical needs offering a clear commercial positioning. Our two clinical stage assets, BV100 and alpibectir, are small molecules derived from our two in-house technology platforms, the TRIC technology platform and the Ansamycin Discovery platform. BV100 and alpibectir have both successfully completed Phase 2 trials for the treatment of life-threatening bacterial infections identified by the World Health Organization (WHO) and the US Centers for Disease Control and Prevention (CDC) as priority pathogens.

Our preclinical pipeline programs, BV200 and BV500, follow the continued exploitation of our technology platforms and form the next generation innovation also targeting high unmet medical need bacterial pathogens.

Figure 1: BioVersys pipeline as of March 2026

BV100 (rifabutin for infusion) for carbapenem resistant Acinetobacter baumannii infections

BV100 (rifabutin for infusion) is the first within its chemical class to show significant activity at drug concentrations suitable for human therapy against A. baumannii and we believe it has the potential to become the best-in-class product for the treatment of severe life-threatening hospital infections caused by A. baumannii, in particular for carbapenem-resistant and MDR strains. Carbapenem-resistant Acinetobacter baumannii has been designated as a priority 1-critical pathogen by WHO and is therefore an urgent threat, which causes healthcare-associated infections and is one of the most antibiotic-resistant pathogens in human medicine.

We identified a novel mode of action by which rifabutin, a well-known and already approved active pharmaceutical ingredient ("API"), is actively transported into the A. baumannii cell thereby increasing the concentration of the drug in the cell. Unlike other antibiotics, rifabutin specifically interacts with an outer membrane receptor of A. baumannii, called FhuE and activates this receptor to promote its own entry into the bacterial cell. This allows rifabutin to achieve high intracellular concentrations and exhibit its bactericidal activity by inhibiting the bacterial RNA polymerase B.

Figure 2: Rifabutin for infusion. The vials contain highly concentrated Rifabutin for infusion, while the final infusion bag is depicted in the background.

Over the last few decades, overall resistance against carbapenem antibiotics in A. baumannii (CRAB) has increased to over $50\%$ , including a $40 - 50\%$ resistance rate in the US, over $70\%$ in Southern and Eastern Europe and $60 - 70\%$ in China. The number of life-threatening infections caused by A. baumannii is estimated at c. 215,000 per year in the major markets and over 2.5 million per year in China and the emerging markets. The impact of these infection rates and carbapenem resistance rates on patients and the healthcare systems is important. Pneumonia and blood stream infections (BSI) caused by carbapenem-resistant Acinetobacter baumannii are associated with mortality rates approaching $50\%$ and an average of 19 days spent in ICU at an estimated cost of $200,000 per patient in the US.

Annual Report 2025 - BioVersys

Development update

BV100 is our first asset to advance into a global Phase 3 clinical trial and in parallel, we run a Phase 2b trial aiming to support its commercial positioning. We progress BV100 into late-stage clinical development based on thorough Phase 1 studies (overall seven clinical Phase 1 trials completed) and a clinical Phase 2 study that was conducted in Ventilator Associated Bacterial Pneumonia (VABP). The Phase 2 showed not only that BV100 is generally safe and well tolerated, but also a strong survival benefit based on all-cause mortality (ACM). The ACM in the BV100 arms was at 28.5% vs 60% in the control arm receiving Best Available Therapy (BAT). Further analysis of the data showed also improved bacterial clearance (75% vs 50%) and clinical cure (75% vs 30%) in favour of BV100 and a reduced time on ventilator. The results of the Phase 2 have been presented at several congresses and Key Opinion Leaders events, amongst others at one of the largest clinical infectious disease conferences globally, ESCMID global.

In 2025, we conducted successfully the end of Phase 2 meetings with the US FDA and the EMA Emergency Task Force defining the path towards a potential approval of BV100. In the Phase 3 design, we deploy the same setup for the BV100 test arm in terms of dose for BV100, the combination with a low dose of Polymyxin, benefitting from synergistic effects related to prevention of resistance and background therapy for polymicrobial infections. Thus, the setup in the clinical Phase 3 contains no changes for the BV100 study group compared to the Phase 2. The comparator arm however will be fixed to a combination of Colistin plus Sulbactam (both high dose) and background therapy for polymicrobial infections. Fixing the comparator arm allows to better compare the safety data between test arms and to conduct the trial with comparable standards on a global level. This Phase 3 trial (RIV-TARGET; NCT07326540) aims to result in a data package that could lead to approval of BV100 plus low dose Polymyxin with the US FDA, EMA and the Chinese authorities (NMPA). We expect RIV-TARGET to deliver top line data by end 2027.

We initiated also a small Phase 1 study in China allowing the onboarding of Chinese trial sites into our RIV-TARGET trial later in 2026. We expect the Phase 1 in China to be completed within H1 2026.

Besides the RIV-TARGET Phase 3 trial, we will conduct a Phase 2b trial (RIV-CARE; NCT07431307) together with the South-East Asia focused clinical trial network ADVANCE-ID (ADVANcing Clinical Evidence in Infectious Diseases). The aim of RIV-CARE is to enable a further clinical differentiation of BV100 plus low dose Polymyxin B in patients with infections due to CRAB or pan-drug resistant (PDR) organisms in comparison with best available therapy. RIV-CARE will also test BV100 plus low dose Polymyxin in combination with Ceftazidime/Avibactam or with Cefiderocol. We feel that generating additional clinical evidence in high burden countries and in the most drug-resistant patient population will further support the future commercial positioning of BV100. BioVersys initially planned to conduct the RIV-CARE trial on our own budget, but we applied to a competitive process run by ADVANCE-ID and have been selected to enter the trial network and benefit from significant co-funding as ADVANCE-ID is funded by Wellcome. For BioVersys this means additional validation for the potential of BV100, our development strategy and allows the company to offset approximately 2/3 of the RIV-CARE trial cost. As RIV-CARE is an open label trial, we expect a first data update towards the end of 2026 and the final top line data to be available end of 2027.

Besides the significant progress on the development side, BioVersys also got additional patents granted around the new formulation and use thereof, including an important patent grant in China.

Alpibectir in pulmonary and meningeal Tuberculosis (in partnership with GSK)

Alpibectir (also known as BVL-GSK098) is our second lead asset, partnered with GSK and, to our knowledge, the first small molecule in human clinical trials targeting bacterial transcriptional regulators for the treatment of pulmonary and meningeal tuberculosis (TB).

The mode of action of alpibectir is directly linked to ethionamide (Eto), a standard treatment for tuberculosis since 1965 but that has started to show significant levels of resistance, up to over 30% in China and suffers from dose related side effects.

Alpibectir works by potentiating Eto's activity, thus allowing to use lower doses of Eto while retaining or improving the activity and reversing M. tuberculosis resistance against Eto. This mode of action is first-in-class, as alpibectir is activating an alternative enzymatic pathway (MymA/VirS) that activates Eto inside mycobacteria. This pathway also allows the common resistance against Eto that is driven by the main enzymatic activation pathway to be overcome and thus restore the antibacterial activity of Eto towards Eto-resistant TB. Eto is a thioamide anti-tuberculosis drug which is on the WHO essential medicines list. In addition, alpibectir in combination with Eto is rapidly bactericidal, which means that the bacterial load in the lung is actively reduced relatively quickly. Moreover, alpibectir and Eto are ideally suited for TB-Meningitis as both penetrate the blood-brain barrier, which is necessary for the effective treatment of this disease.

TB is one of the leading causes of death by infectious diseases globally, killing over 1 million people each year, and many existing treatments are becoming less effective due to growing drug resistance. TB-Meningitis is particularly problematic with a 50% mortality rate in adults and causing long-term disabilities in surviving children.

Development update

The development of alpibectir advanced well in 2025 based on the strong Phase 2a data that delivered the proof of concept for the combination of alpibectir/Ethionamide (AlpE) in patients with pulmonary TB. The Phase 2a data was published in the prestigious New England Journal of Medicine in February 2026.

Our partner GSK introduced AlpE into a European Innovative Health Initiative (EU IHI) funded clinical trial program called UNITE4TB. AlpE entered a first clinical trial which was an extended Phase 2a in pulmonary TB to test additional doses of alpibectir in combination with Ethionamide and to test AlpE for the first time in combination with the standard TB drug regimen. The trial started recruitment in Q1 2025 and completed recruitment in Q4 2025. Topline data is expected in H1 2026. AlpE transitions in 2026 directly into a next trial phase within UNITE4TB, which is a Phase 2b/c trial in which AlpE will be given for two months in combination with the standard TB treatment excluding Isoniazid (INH). This trial will assess the potential for AlpE to replace INH in future TB drug regimens and is expected to complete recruitment by end of 2026.

During 2025, BioVersys prepared an additional Phase 2 clinical trial for AlpE in meningeal TB. This trial will initiate recruitment in H1 2026 and is conducted with a clinical trial consortium from Bordeaux (France) in three high burden countries (Ivory Coast, Zambia and Madagascar). The trial benefits from co-funding from the French National research funding agency (ANRS).

Besides the orphan drug designation that AlpE already received from the US FDA, we also received orphan status from EMA in 2025. Combined with the clear positioning options of AlpE as INH replacement in INH monoresistant TB patients, as fast bactericidal agent in new MDR-drug regimens and as potentially important add on for TB meningitis, we remain confident for the future value of AlpE for patients. AlpE is eligible for the FDA tropical neglected diseases priority review voucher (PRV).

BV200 in Atopic Dermatitis

Our BV200 program comprises a novel series of potentially first-in-class small molecules that act as anti-virulence agents against Gram-positive S. aureus, with an initial indication against mild-to-moderate Atopic Dermatitis (AD). If successful, this approach could improve the quality of life for millions of patients, reduce healthcare costs, and spare antibiotics at a time when AMR is an important issue whilst limiting the use of expensive immunomodulators being prescribed for moderate to severe cases of AD.

The preclinical dose finding is ongoing for the current BV200 lead candidate, expected to be moved forward into IND enabling studies. BV200 continues to be supported by a grant from Innosuisse under the Swiss Accelerator program.

BV500 in non-tuberculous mycobacteria (NTM) infections (in collaboration with Shionogi)

The BV500 program focuses on a series of novel small molecules targeting primarily pathogens of the class of nontuberculous mycobacteria (NTM), which affect patients with chronic lung diseases such as cystic fibrosis or chronic obstructive pulmonary disease. NTMs represent a high-need indication with approximately 250,000 patients worldwide, predominantly in the US and Japan.

The aim of BV500 is to deliver a potentially best in class oral therapy for NTM infections. BV500 is our earliest asset in the pipeline, which was co-funded by the CF AMR syndicate and successfully met the development milestones in this grant. The program continues as well to be supported by the EU IHI Respiri-NTM program.

Portfolio and Pipeline

In Q2 2025, we announced a global research collaboration and license option agreement with the Japanese Pharma company Shionogi for BV500. The deal allowed BioVersys to receive upfront and near-term payments of CHF 5 million and upon exercise of the license option, regulatory and sales milestones of up to CHF 479 million as well as royalties on future sales. The deal with Shionogi further underlines the diversity and strength of BioVersys' pipeline and innovation capabilities. After GSK, we have been able to bring a second Pharma partner on board. Besides the upfront and near-term payments, Shionogi assumes also the R&D cost of the program. We decided to collaborate with Shionogi on this program as they are one of the most reputable companies active in infectious disease R&D and commercialization globally. Their team is very experienced in developing new medicines for difficult to treat infections and they form an ideal partner also for clinical development of BV500. For BioVersys this deal means that we can continue to focus the majority of the IPO proceeds on our lead asset BV100, while maintain strong momentum also in our earlier stage pipeline and pushing assets like BV500 with a strong commercial potential forward into development. The next key milestone in the collaboration is to deliver a preclinical development candidate.

Figure 4: Bacteria on a plate in BioVersys labs.

Our strategy

Our goal is to be a global leader in the discovery and development of novel first-in-class or best-in-class medicines for AMR patients and microbiome related diseases. We intend to become a sustainable biopharmaceuticals company.

To achieve our strategic goal, we focus on implementing the following strategic initiatives:

Focus on life threatening infections that currently have limited or no treatment options.
Progress BV100 development through Phase 3 clinical trials in nosocomial pneumonia and blood stream infections towards regulatory approval.
Progress AlpE in clinical development for TB-M and MDR-TB towards expedited regulatory approval.
Advance the development of our preclinical pipeline.
Leverage existing and establish additional partnerships supporting our product candidates and future programs.
Develop and implement the commercialization strategy for BV100 and alpibectir

Annual Report 2025 – BioVersys

CORPORATE GOVERNANCE

This section of the annual report of Bioversys AG (the "Company") shall give a brief overview of the Company's corporate governance. The board of directors of the Company (the "Board of Directors" or "Board"), recognizing the importance of good corporate governance, provides all information required in accordance with the Directive on Information relating to Corporate Governance in this section.

Complete copies of our organizational rules (the "Organizational Rules"), committee charters for our Compensation and Nomination Committee ("CNC") and our Audit and Risk Committee ("ARC") are available on the "Investor Relations—Corporate Governance" section of our website. Alternatively, you can request a copy of any of these documents by writing us via e-mail at [email protected].

1 Group structure and shareholders

1.1 Group structure

BioVersys AG is a stock corporation organized under the laws of Switzerland with its registered office at Hochbergerstr. 60C, 4057 Basel, Switzerland. The Company is registered in the commercial register of the Canton of Basel-Stadt under the number CHE-114.512.761. The company listed on the SIX Swiss Exchange (Valor: 21036264, ISIN: CH0210362643, SIX: BIOV) on February 7, 2025.

The Company has three unlisted subsidiaries, one in France, one in the US and one in China. BioVersys AG holds 100% equity interest in all direct subsidiaries.

BioVersys SAS is based in Lille, France and was founded in 2018. The nominal share capital as of December 31, 2025 was EUR 10,000.
Guangzhou BioVersys Pharmaceutical Co., Ltd. is based in Guangzhou, China was incorporated in 2024. The nominal share capital as of December 31, 2025 was CNY 50,000.
BioVersys USA Inc. is based in Delaware, USA and was founded in 2018. The nominal share capital as of December 31, 2025 was USD 0.50.

1.2 Significant shareholders

The Financial Market Infrastructure Act (FMIA) requires shareholders who hold more than 3% of BioVersys's share capital to report their shareholding to BioVersys.

In the past, BioVersys received the following notifications from shareholders based on the FMIA (the notifications were made based on the share capital as registered in the commercial register at the time of the respective transaction):

Date of obligation to notify	SIX publication date	Shareholder/ beneficial owner	% of voting rights reported
11.02.2025	15.02.2025	Candriam	3.91%
07.02.2025	18.02.2025	AMR Action Fund GP, LLC	15.98%
06.08.2025	08.08.2025	Glaxo Group Limited	4.35%
06.08.2025	13.08.2025	Marc Jaquet	3.14%
19.09.2025	24.09.2025	UBS Fund Management (Switzerland) AG	5.69%
14.11.2025	19.11.2025	ViaValor AG	3.43%

As of December 31, 2025, BioVersys has not received any notification that the above listed shareholdings crossed any relevant reporting thresholds since the dates indicated above.

All disclosures of significant shareholdings, including those of shareholders that fell below 3% during 2025, are published on the website of the SIX Exchange Regulation disclosure office and can be accessed here. (https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html?issuedBy=BIOVER)

1.3 Cross-shareholdings

As of December 31, 2025, there are no cross-shareholdings of the Company that exceed 5% of the holdings of capital rights on both sides.

Annual Report 2025 – BioVersys

Corporate Governance

2 Capital structure

2.1 Capital

As of December 31, 2025, the Company's issued share capital amounts to CHF 5,848,011, divided into 5,848,011 fully paid in registered shares with a par value of CHF 1 each.

The Company's current Articles of Association can be viewed on the Company's website.

Conditional Share Capital for Employee Participation (article 4b):

The share capital may be increased in an amount not to exceed CHF 575,469 through the issuance of up to 575,469 fully paid-in registered shares with a par value of CHF 1.00 each through the direct or indirect issuance of shares, or through the exercise of rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on members of the Board of Directors, members of the Executive Committee, employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its group companies.

The subscription rights and advance subscription rights of the shareholders of the Company shall be excluded in connection with the issuance of such shares, rights or purchase obligations. The issuance of such shares, rights or purchase obligations shall be made in accordance with one or more plans, regulations or resolutions to be issued by the Board of Directors or, to the extent delegated to it, the Compensation Committee, and to the extent applicable, taking into account the compensation principles pursuant to the articles of association. Such shares may be issued at a price lower than the respective market price quoted on the stock exchange and such rights or acquisition obligations may be granted below their intrinsic value.

The direct or indirect acquisition of shares based on the Article 4b and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of the articles of association.

Conditional Share Capital for Financing, Acquisitions and other Purposes (article 4c):

The share capital may be increased in an amount not to exceed CHF 2,139,276 through the issuance of up to 2,139,276 fully paid-in registered shares with a par value of CHF 1.00 each through the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of the Company or any of its group companies (hereinafter collectively the Financial Instruments).

The subscription rights of shareholders shall be excluded upon the exercise of any Financial Instruments in connection with the issuance of shares. The then current owners of such Financial Instruments shall be entitled to acquire the new shares issued upon the exercise of any Financial Instruments. The main conditions of the Financial Instruments shall be determined by the Board of Directors.

The Board of Directors shall be authorized to restrict or withdraw advance subscription rights of shareholders in connection with the issuance of Financial Instruments by the Company or one of its group companies if the Financial Instruments are issued on appropriate terms or there is an import-ant reason as defined in the articles of association.

The direct or indirect acquisition of shares based on this Article 4c and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of the articles of association.

Conditional Share Capital for COVID-19 Loan (article 4d):

The share capital of the Company may be increased in an amount not to exceed CHF 145,666 through the issuance of up to 145,666 fully paid-in new registered shares with a par value of CHF 1.00 each through the voluntary or mandatory exercise of conversion or option rights, which were granted to the canton of Basel-Stadt in connection with the COVID-19 Start-up-warranty ordinance of the canton of Basel-Stadt (SG 819.872) and a respective warrant agreement, as well as to Peter Gmür and Dr Klaus Gmür in accordance with separate warrant agreements.

The advance subscription rights and the subscription rights of the shareholders shall be excluded in connection with the issuance of such shares. The respective owners of the conversion or option rights shall be entitled to acquire the new registered shares. The conditions of these conversion or option rights, including exercise period and issue price shall be based on the corresponding guarantee agreements. The issuance of such shares may be made at a price below the respective stock exchange price.

The direct or indirect acquisition of shares based on the Article 4d and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of the articles of association.

Annual Report 2025 – BioVersys

Corporate Governance

Conditional Capital for CRV Loan (article 4e):

The share capital of the Company may be increased in an amount not to exceed CHF 26,798 through the issuance of up to 26,798 fully paid-in new registered shares with a par value of CHF 1.00 each through the exercise of conversion or option rights, which were granted to Clinical Research Venture Partners LLC in connection with a respective CRV Investment Agreement.

The advance subscription rights and the subscription rights of the shareholders shall be excluded in connection with the issuance of such shares. Only Clinical Research Venture Partners LLC shall be entitled to obtain the new registered shares. The conditions of these conversion or option rights, including exercise period and issue price shall be based on the corresponding CRV Investment Agreement. The issuance of such shares may be made at a price below the respective stock exchange price.

The direct or indirect acquisition of shares based on this Article 4e and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of the articles of association.

Capital band (article 4a):

The Company has a capital range ranging from CHF 2,911,740 (lower limit) to CHF 8,735,220 (upper limit). The Board of Directors shall be authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until June 27, 2030 or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing fully paid-in registered shares and cancelling registered shares, as applicable, or by increasing or reducing the par value of the existing shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital.

In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Article 6 of the articles of association.

In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the beginning date for dividend entitlement. In this context, the Board of Directors may issue new shares by means of an underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer of these shares to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, to restrict or to exclude the trade with subscription rights. It may permit the expiration of subscription rights that have not been duly exercised or that have been waived, or it may place such rights or the shares issued for them at market conditions or may use them otherwise in the interest of the Company.

In the event of a share issue the Board of Directors is authorized to withdraw or restrict subscription rights of existing shareholders and allocate such rights or rights which have been waived or not exercised to third parties, the Company or any of its group companies according to the articles of association.

After a change of the par value, new shares shall be issued within the capital range with the same par value as the existing shares.

If the share capital increases as a result of an increase from conditional capital pursuant to Article 4b, 4c, 4d and 4e of the articles of association, the upper and lower limits of the capital range shall increase in an amount corresponding to such increase in the share capital.

In the event of a reduction of the share capital within the capital range, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount. The Board of Directors may also use the reduction amount for the partial or full elimination of a share capital shortfall in the sense of Article 653p CO or may, in the sense of Article 653q CO, simultaneously reduce and increase the share capital to at least the previous amount.

Annual Report 2025 – BioVersys

Corporate Governance

2.2 Changes in capital

The following table shows the changes in share capital of the Company from January 1, 2023 until December 31, 2025:

Date of Share Issuance Registration	New Nominal Share Capital in CHF	Number of Shares issued
December 27, 2023	3,059,242	2) 86,145 Shares at CHF 1 each
June 3, 2024	3,457,190	3) 397,948 Shares at CHF 1 each
June 14, 2024	3,523,122	2) 4,193 Shares at CHF 1 each and
3) 61,739 Shares at CHF 1 each
December 23, 2024	3,530,548	2) 7,426 Shares at CHF 1 each
December 27, 2024	3,692,285	3) 161,737 Shares at CHF 1 each
February 6, 2025	5,775,618	3) 2,083,333 Shares at CHF 1 each
March 17, 2025	5,823,480	3) 47,862 Shares at CHF 1 each

1 Capital increase from authorized capital.
2 Capital increase from conditional capital.
3 Capital increase from capital band.

2.3 Shares

As of December 31, 2025, the registered share capital of the Company, as recorded in the commercial register, amounts to CHF 5,823,480, divided into 5,823,480 fully paid in registered shares with a par value of CHF 1 each. Each Share carries one vote. On January 8, 2026, the Company registered 24,531 shares in the commercial register for share options exercised in 2025, bringing the total registered shares to 5,848,011.

2.4 Dividend-right certificates and participation certificates

As of December 31, 2025, the Company has not issued any non-voting equity securities, such as participation certificates (Partizipationsscheine) or profit sharing certificates (Genussscheine).

2.5 Transfer of Shares

Persons acquiring registered shares shall be registered in the share register as shareholders with voting rights upon their request if they expressly declare that they have acquired these registered shares in their own name and for their own account, that there is no agreement on the redemption of the relevant shares and that they bear the economic risk associated with the shares.

The Board of Directors may register individual persons who do not expressly make the above declarations in the registration application (the Nominees) as shareholders with voting rights if the Nominee has entered into an agreement with the Company regarding its position and is subject to a recognized bank or financial market supervision.

After hearing the registered shareholder or Nominee, the Board of Directors may cancel such person's registration in the share register with retroactive effect as of the date of registration if such registration was made based on false or misleading information or is no longer accurate. The relevant shareholder or Nominee shall be promptly informed of the cancellation.

Annual Report 2025 – BioVersys

Corporate Governance

3 Board of Directors

As of December 31, 2025, the Board of Directors consists of five non-executive members and one executive member (Marc Gitzinger as CEO). None of the non-Executive members of the Board of Directors (i) has significant business connections with the Company or its subsidiaries or (ii) is or was a member of the Company's or its subsidiaries' management during 2025 or the three previous financial years. Marc Gitzinger is the Company's CEO and has a number of (unpaid) operational management roles at the Company's subsidiaries.

3.1 Members of the Board of Directors

Dr. Seng Chin Mah

CHAIRMAN

Seng Chin Mah is an independent healthcare advisor with over 30 years' experience in the Pharma and Biotech industry, both in public and privately held companies. Dr. Mah is the Chairman of BioVersys AG (a SIX-listed company) and a member of the boards of OSR Holdings Inc (a NASDAQ-listed company), Vaccentis AG and Akceso Advisors AG. He was formerly the Chief Executive Officer of the Canyon Pharmaceuticals Group AG where he transacted a corporate inversion of a US registered company to Switzerland. Prior to Canyon Pharmaceuticals, he was the Head of Development of the Integration Office during the integration of Chiron into Novartis and has previously held positions including the Global Head of Clinical Safety and Epidemiology and Head of Drug Regulatory Affairs Europe. He also had oversight responsibility for Clinical Quality Assurance across the Novartis group. Dr. Mah was also a member of the Novartis Corporate Executive Group and a member of the board of directors for Novartis Europharm Ltd in the UK. During his tenure with Novartis and Ciba, he has driven transformational programs, managed large global organizations, and achieved significant business results such as the numerous global registrations of major products. Dr. Mah has worked extensively on both development projects and marketed products. He has held numerous research and academia positions. Dr. Mah is an award-winning CEO of a biotech - The Frost & Sullivan 2011 Product Differentiation Excellence Award in Parenteral Anticoagulants recognized Canyon Pharmaceuticals Group AG for the development and launch of Iprivask® (desirudin for injection). He subsequently effected an asset transaction of the product. He possesses deep knowledge in strategic decision-making within the Pharma and Biotech industry, late-stage clinical development, regulatory and business experience as well as people development skills.

Dr. Marc Gitzinger

BOARD MEMBER & CEO

Marc Gitzinger is Chief Executive Officer and co-founder of BioVersys with over 15 years of experience in the biotech industry, having launched a university spin-off in the field of AMR and growing it into a multi-asset clinical stage company. Some of these assets aim to address significant unmet medical needs in infectious conditions such as tuberculosis and hospital acquired Acinetobacter infections. Dr. Gitzinger has raised over CHF 170 million in equity financing and secured over CHF 30 million in non-dilutive funding for BioVersys. He has also established several important partnerships with a Big Pharma and other development organizations. Multi-award-winning Biotech CEO, having received amongst others the Swiss Technology Award 2011, Venture Kick 2009 and Venture Leaders 2008 and 2017 awards for his work in founding and advancing BioVersys. He held a position as a member of the Board of Directors of BEAM Alliance, a European association representing over 70 European and international SMEs active in antimicrobial research and development, from 2016 to 2022 and was elected as President in 2022. In 2021, he joined the Board of Directors of AMR Industry Alliance as a member. Since 2023, he is also a member of the Board of Directors of Perseo pharma AG, a company engaged in the research, development and commercialization of nanotechnology-based therapeutic products and applications. Dr. Gitzinger has leadership experience in the field of antimicrobial research and development, leading a highly motivated team striving to bring life-saving antimicrobial therapies to patients in need. He is also co-author on several high ranked scientific publications and patents in the field.

Annual Report 2025 – BioVersys

Corporate Governance

Dr. David Hunstad

BOARD MEMBER

David Hunstad is Professor of Pediatrics and Molecular Microbiology at Washington University School of Medicine in St. Louis, Missouri, USA, since 2018. In 2015, Dr. Hunstad was appointed as Chief of their Division of Pediatric Infectious Diseases, leading their growth to 22 faculty with diverse basic and clinical research programs in childhood infections and epidemiology. Furthermore, he has been the Director of the Pediatric Physician-Scientist Training Program since 2011, was appointed to the role of Scientific Director at the Children's Discovery Institute in 2023 and in 2024 assumed the role of Vice Chair for Basic and Translational Research. From 2018 to 2022, he was a member of the Board of Directors of the Pediatric Academic Societies, Inc. and Strategy and Operations Officer of the Society for Pediatric Research. He is currently Secretary-Treasurer for the International Pediatric Research Foundation. Dr. Hunstad's laboratory research in Gram-negative bacterial pathogenesis, novel treatments for urinary tract infections, and emerging infectious diseases in children has been funded continuously by the U.S. National Institutes of Health for 23 years. His work has been recognized by election to the Society for Pediatric Research and the American Pediatric Society. Dr. Hunstad received the Faculty Achievement Award from the Washington University Medical Center in 2019. Listed among the Best Doctors in America, Dr. Hunstad has been in clinical practice in pediatrics and infectious diseases since 1999. He also has led and participated in numerous industry-sponsored pediatric clinical trials of new anti-infective agents.

Marina von Schönau

BOARD MEMBER

Marina von Schönau is Chairwoman of Almacos AG and investor representative of a family office where she takes care of the private equity portfolio. Almacos AG is a management consultancy that is active in companies in the private equity space in real estate, healthcare including digital health, recycling, food appliances and financial services, with an emphasis on helping management retain entrepreneurial values. She holds various board positions in privately held companies, including Dacadoo AG from 2015, as well as foundations such as the Coralma Stiftung AG. Over the last decade, Ms. von Schönau has focused on advising venture opportunities, growth scenarios and complex restructuring especially within biotechnology, digital healthcare and recycling. As an investor, she has particular interests in the healthcare sector especially nutrition and in the recycling industry. In her prior career, Ms. von Schönau worked in senior positions at different multi-national companies in the pharmaceutical sector including Janssen Cilag AG and Bayer (Schweiz) AG where she gained in depth knowledge of marketing, product launches and leadership. She has worked on products in the central nervous system ("CNS") therapeutic area and women's health. She was also a member of an international marketing frame group for a new product where she drove e-business ideas. Under her leadership, the CNS therapeutic area played a leading role in the initiation and expansion of the company's e-business platforms. Ms. von Schönau has a strong interest in the business potential and culture of Asia, in particular the fast pace of innovation in the fields of nutrition.

Annual Report 2025 – BioVersys

Corporate Governance

Dr. William Jenkins

BOARD MEMBER

William Jenkins is an independent health-care advisor with over 40 years' experience. He is the head of William Jenkins Pharma Consulting where he has been advising a wide range of pharma and biotech companies as well as investment and venture capital firms in the healthcare sector. Dr. Jenkins has previously served on the boards of multiple Biotechs including Consort Medical Ltd, Allecra Therapeutics, Ablynx N.V., BTG PLC, Eurand Pharmaceutical Holdings B.V., Vaxxim AG, Monogram Biosciences Inc, Acambis Research Ltd, Evotec AG, Tanox Inc, Nicholas Piramal India Ltd and Glycart AG. He has been involved in corporate transactions ranging from mergers & acquisitions, demergers and IPOs to licensing deals across several geographies. He has also been a member of several Scientific Advisory Boards of biotechs and venture capital funds. Formerly, Dr. Jenkins held positions such as the Global Head of Clinical Development & Regulatory Affairs of Novartis, Head of Medicine of Ciba and Head of Worldwide Clinical Research of the Glaxo Group where he was responsible for the successful development and approval of numerous novel products across all therapeutic areas and contributed to their successful launches. Before joining the pharmaceutical industry, Dr. Jenkins was Principal Medical Officer and a Deputy Head of the Medicines Division of the UK Department of Health where he was also the UK representative to the CPMP on Adverse Drug Reactions. He has also been a Senior Lecturer in Medicine and a Medical Research Council Fellow.

Dr. Ulrik Schulze

BOARD MEMBER, SINCE JUNE 2025

Ulrik Schulze is Chairman and Managing Director of Sanrigen GmbH, a life science advisory, a Senior Advisor at The Boston Consulting Group (BCG), and a board member of Biografi Aps and Averin Capital Acquisition Corp. Prior to that, he was a Managing Director and Senior Partner at BCG where he held several global leadership roles, most recently leading BCG's global Biopharma Sector and member of the global Health Care Leadership Team. Before that he led BCG's global Biopharma R&D business. He also held several leadership positions in BCG Switzerland, including Head of Business Development, People Chair, and Head of the Health Care business. Dr. Schulze has more than 30 years of consulting experience in the life science and private equity industries. He has extensive experience working with boards, CEOs, and senior executives of large pharmaceutical companies and biotech companies in Europe, the US, and Asia. His work has focused on strategy development, capital markets, M&A, post-merger integration, and organizational transformations across the value chain. He is a globally recognized thought-leader on R&D strategy and productivity and has supported launch of several blockbusters. In 2022, he co-authored "The case for a subscription model to tackle antimicrobial resistance". He is also a co-founder and former Chairman of ReproNovo, a biotech company in reproductive medicine, that has raised significant Series A funding.

Annual Report 2025 – BioVersys

Corporate Governance

3.2 Limits on mandates

According to art. 31 of the Articles of Association (https://ir.bioversys.com/investor-relations/governance-csr/articles-of-association) in force as of the date of this Report, no member of the Board of Directors may hold more than ten additional mandates of which no more than four may be in listed companies. The following mandates shall not be subject to the aforementioned limitations: (i) mandates in companies which are controlled by the Company or which control the Company, (ii) mandates held at the request of the Company or companies controlled by it (no member of the Board of Directors shall hold more than ten such man-dates), and (iii) and mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions, and similar organizations (no member of the Board of Directors shall hold more than ten such mandates).

Mandates shall mean mandates in comparable functions at other enterprises with an economic purpose. Mandates in different legal entities that are under joint control or same beneficial ownership are deemed one mandate.

3.3 Elections and terms of office

The members of the Board of Directors (including the chairperson) are individually elected by the meeting of shareholders for a term of one year until the end of the next Annual General Meeting (AGM), provided that such member does not resign or is not replaced during his term. The members of the Board of Directors may be re-elected without limitation.

Name	Function	Committee memberships	First elected	End of current period	Year of birth
Seng Chin Mah	Chairman	ARC, CNC (Chair)	2011	2026	1959
Marc Gitzinger	Member	-	2010	2026	1981
David Hunstad	Member	CNC	2015	2026	1969
Marina von Schönau	Member	CNC	2016	2026	1979
William Jenkins	Member	ARC (Chair)	2021	2026	1947
Ulrik Schulze	Member	ARC	2025	2026	1967

Dr. Carly Levine and Dr. Henni-Karoliina Ropponen served as members of the Board of Directors until January 2025 and June 2025, respectively.

3.4 Internal organizational structure

The Board of Directors has adopted Organizational Rules (including Charters for the Compensation and Nomination Committee and the Audit and Risk Committee), which define the essential roles and responsibilities of the Board of Directors, the committees of the Board, the Chairman of the Board, the CEO and the executive management (the "Executive Committee").

In accordance with good corporate governance standards, the Board of Directors has established two sub-committees as of February 7, 2025, with membership determined according to expertise.

Compensation and Nomination Committee:

The Compensation and Nomination Committee ("CNC") consists of Dr Seng Chin Mah (Chair), Dr David Hunstad and Ms. Marina von Schönau. The Shareholders' Meeting shall elect the members of the Compensation and Nomination Committee individually for a term of office until the completion of the next Ordinary Shareholders' Meeting. In case of vacancies on the CNC, the Board shall appoint from among its members substitutes for a term of office extending until completion of the following Annual General Meeting (AGM).

The CNC is established as a permanent committee of the Board of Directors. The CNC shall assist the Board in establishing the compensation of the members of the Board, the CEO and the Executive Committee (Geschäftsleitung), and the guidelines for nomination and election of the members of the Board, its committees and the CEO.

According to the Organizational Regulations and the Charter of the Compensation and Nomination Committee, the Compensation and Nomination Committee's responsibilities include:

to review and make recommendations to the Board regarding the compensation and benefits strategy and guidelines of the Company and the Group;
to review and make recommendations to the Board regarding the compensation of the members of the Board and the Executive Committee;

Annual Report 2025 – BioVersys

Corporate Governance

to review and approve the recommendation of the CEO of the Company regarding the fixed and variable compensation, including incentive plan participation and benefits, of the members of the management board of the Company (other than the Executive Committee of the Company);
to review and make recommendations to the Board regarding compensation and benefits plans of the Company and the Group (cash and/or equity-based plans), and where appropriate or required, make recommendations to adopt, amend and terminate such plans;
to administer the compensation and benefits (other than equity-based) plans of the Company and the Group;
to define criteria for selecting new Board members, including shareholder-nominated candidates;
to identify, screen, and propose Board nominees for election or re-election;
to recommend appointments to Board committees and chairs, filling vacancies based on experience, skills, diversity, and independence;
to assess and advise on the independence and potential conflicts of interest of Board members, in line with applicable laws and the Swiss Code;
to develop selection and succession criteria for the CEO and Executive Committee, supervising searches and planning;
to recommend CEO and Executive Committee appointments to the Board, based on proposals from the CEO; and
any other duties in compensation matters delegated to the Compensation and Nomination Committee by the Board.

According to the Charter of the Compensation and Nomination Committee, the Compensation and Nomination Committee has the power to procure any information and assistance from within the Company and the Group that it needs to perform the specific tasks and duties imposed upon it and is authorized to obtain subject-specific professional consultancy services from third parties.

The Compensation and Nomination Committee holds meetings as often as required but in any event at least four times a year.

Audit and Finance Committee:

As of the December 31, 2025, the Audit and Risk Committee ("ARC") consists of Dr. William Jenkins (chairperson), Dr. Seng Chin Mah, and Dr. Ulrik Schulze. The Board of Directors appoints the chairperson.

According to the Organizational Regulations and the Charter of the Audit and Risk Committee, the Audit and Risk Committee shall consist of at least two members of the Board. The chair and the other members of the Audit and Risk Committee are appointed by the Board.

According to the Charter of the Audit and Risk Committee, at least one member of the Audit and Risk Committee shall be independent as defined in the Swiss Code of Best Practice for Corporate Governance of 2023, published by economiesuisse (the "Swiss Code"), and a majority of the members of the Audit and Risk Committee, including its chair, shall be experienced in financial and accounting matters.

According to the Charter of the Audit and Risk Committee, the Audit and Risk Committee's responsibilities include:

Assessing the quality and effectiveness of the external audit and internal control systems, including risk management and compliance measures;
Reviewing the financial statements, management letters, audit findings, and recommendations, and discussing these with the CFO, CEO, and external auditors;
Recommending the approval of stand-alone and consolidated financial statements to the Board of Directors for presentation to shareholders;
Evaluating the external auditors' performance, fees, and independence, and reviewing audit scope and related matters;
Addressing legal or regulatory matters with potential financial impact, as well as supporting financial planning and accounting principles.

Annual Report 2025 – BioVersys

Corporate Governance

Assisting the Board in the appointment or removal of external auditors; and
performing other tasks assigned by the Board.

According to the Charter of the Audit and Risk Committee, the Audit and Risk Committee has the power to procure any information and assistance from within the Company and the Group that it needs to perform the specific task and duties imposed upon it and is authorized to obtain subject-specific professional consultancy services from third parties.

The Audit and Risk Committee holds meetings as often as required but in any event at least four times a year.

3.5 Definition of areas of responsibility

The Board's non-transferable and inalienable duties include: (i) the ultimate management of the Company and the giving of the necessary directives in this regard; (ii) the determination of the organization of the Company; (iii) the structuring of the accounting system, financial controls and financial planning; (iv) the appointment and removal of the persons entrusted with the management and representation of the Company; (v) the ultimate supervision of the persons entrusted with the management of the Company, in particular with respect to their compliance with applicable law, the articles of association, regulations and directives; (vi) the preparation of the annual report as well as the preparation of shareholders' meetings and the implementation of their resolutions; (vii) notification of the judge in case of overindebtedness; (viii) the adoption of resolutions concerning increases in share capital to the extent that such power is vested in the Board, including resolutions concerning the confirmation of capital increases and respective amendments to the articles of association, and (ix) the non-transferable and inalienable duties and powers of the Board pursuant to the Swiss Federal Merger Act (Fusionsgesetz) and any other applicable law.

In accordance with Swiss law, the articles of association and the Organizational Rules and subject to those matters that lie within the responsibility of the Board by law, the articles of association and the Organizational Rules, the Board of Directors has delegated the Company's management to the CEO, who leads the top tier of the Company's Executive Committee.

3.6 Information and control instruments vis-à-vis the executive committee

The Board of Directors receives regular reports regarding the financial and business situation of the Company and semi-annual reports presented by the CEO. In general, the Executive Committee informs the Board of Directors at each meeting about the current course of business and important transactions. Furthermore, the Board of Directors is informed about the most important key figures. The balance sheet, income statement, cash flow statement and various key figures are prepared and consolidated. These figures are compared with the budget. At the meetings of the Board of Directors, the financial reports are discussed with the Executive Committee. Extraordinary events and important decisions are brought to the attention of all members of the Board of Directors immediately. The Company also has an internal control system (ICS).

Annual Report 2025 – BioVersys

Corporate Governance

4 Board of Directors

The Executive Committee consists of four members, several of which have a number of (unpaid) operational management roles at the Company's subsidiaries.

4.1 Members of the Executive Committee

Dr. Marc Gitzinger

CHIEF EXECUTIVE OFFICER

Marc Gitzinger is Chief Executive Officer and co-founder of BioVersys with over 15 years of experience in the biotech industry, having launched a university spin-off in the field of AMR and growing it into a multi-asset clinical stage company. Some of these assets aim to address significant unmet medical needs in infectious conditions such as tuberculosis and hospital acquired Acinetobacter infections. Dr. Gitzinger has raised over CHF 170 million in equity financing and secured over CHF 30 million in non-dilutive funding for BioVersys. He has also established several important partnerships with a Big Pharma and other development organizations. Multi-award-winning Biotech CEO, having received amongst others the Swiss Technology Award 2011, Venture Kick 2009 and Venture Leaders 2008 and 2017 awards for his work in founding and advancing BioVersys. He held a position as a member of the Board of Directors of BEAM Alliance, a European association representing over 70 European and international SMEs active in antimicrobial research and development, from 2016 to 2022 and was elected as President in 2022. In 2021, he additionally joined the Board of Directors of AMR Industry Alliance as a member. He is also a member of the Board of Directors of Perseo pharma AG, a company engaged in the research, development and commercialization of nanotechnology-based therapeutic products and applications. Dr. Gitzinger has leadership experience in the field of antimicrobial research and development, leading a highly motivated team striving to bring life-saving antimicrobial therapies to patients in need. He is also co-author on several high ranked scientific publications and patents in the field.

Dr. Glenn Dale

CHIEF DEVELOPMENT OFFICER

Glenn E. Dale is Chief Development Officer of BioVersys. He is a distinguished expert in infectious diseases, the author of numerous publications, and inventor on many patents. Since February 2019 Dr. Dale has led the clinical development activities at BioVersys, applying his 30 years of R&D experience and significant knowledge in the modern development of antibiotics. Glenn obtained his Ph.D. in Biochemistry in 1993 from the University of Basel. Following post-doctoral studies in Basel he has held the following positions: Group Leader at Roche, Head of Biology, Site Head at Morphochem AG and Scientific Coordinator responsible for preclinical research at Arpida. In 2009 he joined Polyphor where he led the Antibiotic Research and Early Development, successfully transitioning Murepavadin (POL7080) from preclinical activities to Phase 3 studies. Dr. Glenn Dale is an expert in developing and implementing modern antibiotic clinical development plans (e.g. devising pathogen specific development) and is experienced in presenting to and discussing with European and U.S. regulatory authorities, e.g., scientific advice meetings (MHRA, EMA), Type C meetings (FDA) and End of Phase 2 meeting (FDA).

Annual Report 2025 – BioVersys

Corporate Governance

Hernan Levett

CHIEF FINANCIAL OFFICER

Hernan Levett is the Chief Financial Officer of BioVersys AG. He is an experienced professional with a career in finance of over 31 years. Twenty-four of those years are specifically concentrated in the pharmaceutical industry. He has experience in investor relations, financial planning, strategic oversight, and organizational development. Before his current role at BioVersys, Hernan held the position of CFO at Spexis AG, a pharmaceutical company listed on the SIX Swiss Exchange, from 2019 to 2023. At Spexis, he played a pivotal role in both formulating essential financing strategies and negotiating a landmark $182 million licensing agreement with Fosun Pharma. He also had a noteworthy tenure at Nasdaq-listed Auris Medical Holding AG in the role of CFO from 2017 to 2019, where he effectively orchestrated multiple financing transactions and initiated strategic adjustments to preserve the company's Nasdaq standing. Before his roles at Spexis and Auris, Hernan gained experience in diverse finance positions at organizations such as Acino Pharma, InterMune, and Novartis. At Acino Pharma, he headed Group Controlling and was the finance lead for various Business Development & Licensing projects. He is a member of the Board of Directors of Versameb AG, a company engaged in the research, development, manufacture, commercialization, acquisition and distribution of pharmaceutical and diagnostic products and technologies. He has a history of achieving operational profitability, implementing robust financial processes, and leading ERP projects. Hernan is a Certified Public Accountant from the Universidad de Buenos Aires.

Dr. Daniel Ritz

CHIEF SCIENTIFIC OFFICER, SINCE NOVEMBER 2025

Daniel Ritz is Chief Scientific Officer of BioVersys. He joined the company in 2025 with deep expertise in small-molecule drug discovery and infection biology. Dr. Ritz recently served as Senior Director responsible for Lead Discovery and Biology Technologies at Idorsia, where he was in charge of initiating new discovery programs, lead candidate identification, and leading microbiology for vaccine programs targeting Gram-negative and Clostridium difficile infections. Before that, he had built the Cell Metabolism and Anti-infectives group, where he led discovery and development efforts for small molecule cell metabolism modulating inhibitors for infectious disease, immunology, and oncology applications. Previously, he was leading the discovery of anti-infectives at Actelion working on the discovery and development of cadazolid for the treatment of C. difficile infections. During his tenure, he advanced multiple projects from inception through lead candidate optimization and preclinical development. Earlier in his career, Dr. Ritz held a Research position at Cubist Pharmaceuticals, where he led the whole-cell screening group, discovering novel antibacterial compounds, and developing proprietary genetic tools to modify lipopeptide antibiotics for activity against MDR bacteria. Dr. Ritz received his undergraduate degree in Biochemistry and his PhD in Microbiology from the ETH in Zurich, Switzerland and completed a postdoctoral training as research fellow in the lab of Jon Beckwith at Harvard Medical School in Boston. He is an accomplished Scientist who has co-authored over thirty papers and holds several patents.

Annual Report 2025 – BioVersys

Corporate Governance

Dr. Nawaz Khan

HEAD OF RESEARCH, UNTIL DECEMBER 2025

Nawaz Khan was former Head of Research at BioVersys. He was formerly a founding member of Discuva Limited which was acquired by Summit Therapeutics. Nawaz has over 25 years industrial experience in both Pharma and Biotech spanning across multiple therapeutic areas including inflammatory disease, oncology, metabolic disease, pain and most recently infectious disease. Nawaz has extensive drug discovery knowledge and is renowned for building strong partnerships between industry and academia. He was a key member of the Discuva team that secured a worldwide collaboration and licence agreement with Roche for the discovery and development of new antibiotics to treat life-threatening infections caused by multi-drug resistant Gram-negative bacteria. Nawaz is an accomplished research leader who has co-authored several scientific publications and patent applications.

Annual Report 2025 – BioVersys

Corporate Governance

Name	Function	Year of joining BioVersys	Year of birth
Marc Gitzinger	Chief Executive Officer	2008	1981
Hernan Levett	Chief Financial Officer	2023	1975
Glenn E. Dale	Chief Development Officer	2019	1963
Daniel Ritz	Chief Scientific Officer	2025	1964

Sergio Lociuro, the former Chief Scientific Officer, retired in December 2024 and acted as an advisor to the company on a consultancy basis in the year 2025. Nawaz Khan left the Executive Committee in December 2025.

4.2 Limits on mandates

According to art. 31 of the Articles of Association (https://ir.bioversys.com/investor-relations/governance-csr/articles-of-association) in force as of the date of this Report, no member of the Executive Committee may hold more than five additional mandates of which no more than one may be in a listed company. Each of these mandates is subject to the approval by the Chairperson of the Board of Directors. The following mandates shall not be subject to the aforementioned limitations: (i) mandates in companies which are controlled by the Company or which control the Company, (ii) mandates held at the request of the Company or companies controlled by it (no member of the Executive Committee shall hold more than ten such mandates), and (iii) and mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions, and similar organizations (no member of the Executive Committee shall hold more than ten such mandates).

4.3 Management contracts

There are no management or service contracts with third parties.

5 Shareholder's participation rights

5.1 Voting rights restrictions and representation

Shareholders who are entered in the share register of the Company are entitled to vote at general meetings of shareholders. The deadline for being entered in the share register is set approximately 14 days prior to the general meeting of shareholders. The exact date is made public with the press release following the presentation of the financial results to the public for the full year ending on 31 December. For limitations on transferability and nominee registrations see Section 2.5.

5.2 Quorums required by the articles of association

Shareholders' resolutions generally require the approval of an absolute majority of the votes represented at the general meeting of shareholders unless otherwise required by Swiss law or the articles of association.

Shareholders of the Company may elect to be represented by proxy at general meetings of shareholders, by the independent voting rights representative, by their legal representative(s), or, by means of a written proxy or by any other proxy who need not be a shareholder.

5.3 Convocation of the general meeting of shareholders

General meetings of shareholders are convened by the Board of Directors. The Annual General Meeting (AGM) shall be called by the Board of Directors, or, if necessary, by the Auditors. It may also be called by the Liquidator.

5.4 Inclusion of items on the agenda

Shareholders who, alone or together, hold at least 0.5 percent of the share capital or the votes may request that an item be included on the agenda or that a proposal relating to an agenda item be included in the notice convening the Shareholders' Meeting. Such a request must be received by the Company in writing at least 45 calendar days prior to the Shareholders' Meeting, specifying the agenda item and the proposal or proposals. No resolutions may be passed at a Shareholders' Meeting on proposals concerning agenda items for which proper notice was not given; this provision shall not apply, however, to proposals made during a Shareholders' Meeting to convene an Extraordinary Shareholders' Meeting or to initiate a special investigation. No prior notice is required to bring proposals related to items already on the agenda or for the discussion of matters on which no resolution is to be taken.

5.5 Entries in the share register

The relevant date determining the right of shareholders to participate in the meeting of shareholders on the basis of entries in the share register is set by the Board of Directors in the invitation to the meeting of shareholders.

Annual Report 2025 – BioVersys

Corporate Governance

6 Changes of control and defence measures

6.1 Duty to make an offer

There is no provision on opting-out or opting-up in the articles of association of the Company. The threshold of 33 1/3% of the voting rights of an offeree company specified in Article 135 of the Financial Market Infrastructure Act (FMIA) is thus applicable.

6.2 Clauses on changes of control

There is no contractual agreement for members of the Board of Directors or members of the Executive Committee in the event of change in control. However, the Company's ESOP plans and LTI plans provide for an acceleration of vesting in the event of a change of control.

7 Auditors

7.1 Duration of the mandate and term office of lead auditor

Since 2013, the Company's statutory auditors have been Ernst & Young AG, Aeschengraben 27, 4051, Basel ("EY"). By resolution of the shareholders on June 27, 2025 EY was re-elected for the financial year 2025.

Mr. René Buchmann has been lead auditor since 2021. The term of office of the lead auditor is seven years.

7.2 Fees for audit and audit-related services

The fees in connection with auditing the statutory financial statements of BioVersys AG, as well as the consolidated financial statements and the compensation report charged by EY in the year under review was CHF 189 thousand (2024: CHF 145 thousand). Additionally, the fees for audit-related services such as services for the IPO, audit opinions for capital increases and other audit-related services amounted to CHF 192 thousand (2024: CHF 386 thousand).

7.3 Fees for other services

During the year ending December 31, 2025, no additional fees for other services amounting were billed by EY (2024: CHF 4 thousand).

7.4 Information instruments pertaining to the external audit

The Board of Directors is responsible for the evaluation of the external audit and decides on an annual basis on the scope of the external audit and its audit plan. The auditor prepares an annual report for the Board of Directors. There is at least one meeting between the external auditors and the Board of Directors.

The external auditors meet with the ARC to present their plan, scope, audit approach, budget and audit results. The ARC reviews these and evaluates the independence of the external auditors from a risk analysis perspective. In addition to that, the auditors present their opinions resulting from an integrated audit, along with an annual management letter.

8 Quiet Periods

According to the Company's insider trading policy, trading securities of the Company is prohibited for insiders during the periods commencing at the close of business on the date that is two weeks before the end of any financial close of the Company and ends twenty-four (24) hours following the public release of earnings data for such period. In addition, the Company's compliance officer may declare a closed period if, in the judgment of the compliance officer, insider information is available within the Company that would make transactions by insiders inappropriate.

9 Analyst Coverage

As of 31 December 2025, the firms listed below were covering BioVersys. There may be other firms or analysts who have published reports or commentaries during 2025 BioVersys is not aware of and hence are not referenced below. Any opinions, estimates, or forecasts regarding BioVersys' performance made by these firms/analysts are theirs alone and do not represent opinions, forecasts or predictions of BioVersys or its board/executive management. BioVersys does not by its reference below imply any endorsement of or concurrence with information, conclusions or recommendations published by these firms/analysts.

Annual Report 2025 – BioVersys

Corporate Governance

Firm	Analyst
Citi	Jelena Milovic
Edison	Jyoti Prakash
H.C. Wainwright & Co.	Raghuram Selvaraju
Octavian	Joris Zimmermann
Stifel	Clemence Thiers
UBS	Xian Deng

10 Information Policy

The most important information tools of the Company are the annual and semi-annual reports, the website, the presentation of financial statements, media releases and the Annual General Meeting (AGM). The corporate website of the Company can be accessed at www.bioversys.com.

BioVersys is a listed company. The Listing Rules of the SIX Swiss Exchange can be found at: https://www.serag.com/en/resources/laws-regulations-determinations/regulations.html

The Investor Relations department is available to respond to your questions on Corporate Governance matters. You can contact us by phone (+41 61 551 51 42) or by writing to us at BioVersys AG, Hochbergerstrasse 60C, CH-4057 Basel, Attention: Investor Relations or by e-mail at [email protected].

Annual Report 2025 – BioVersys

Annual Report 2025 – BioVersys | 27

COMPENSATION REPORT

1. Introduction

This compensation report provides the information required by the Swiss Code of Obligations. It also includes the compensation-related disclosures as required by the Directive on Information relating to corporate governance issued by the SIX Exchange Regulation and the Swiss Code of Best Practice for Corporate Governance.

Following the Company's listing on the SIX Swiss Exchange on February 7, 2025, the preparation of a Compensation Report is required in accordance with the Swiss Code of Obligations. For transparency and completeness, the Company has voluntarily extended the reporting period to cover the full calendar year from January 1, 2025 to December 31, 2025.

In line with applicable regulations, the requirement to present prior-year comparative figures does not apply to the first reporting year, as the Company was not subject to the Swiss Code of Obligations' compensation disclosure provisions prior to its listing. Consequently, this Compensation Report includes information solely for the financial year 2025. Starting with the Compensation Report for the financial year 2026, the Company will provide prior-year figures for 2025 to ensure compliance with statutory requirements and to enhance year-over-year comparability.

2. Compensation Policy and principles

The objectives of the compensation policy include attracting, retaining and motivating employees to achieve results. The compensation policy is designed to support a performance culture. The compensation policy balances short- and long-term incentive components to reflect the responsibility of the employees' roles and we believe that we align the interests of the Board, management and employees with the interests of the Company and its shareholders. Further details are available in the sections that follow.

3. Compensation and Nomination Committee (CNC)

3.1. Responsibilities of the CNC

According to the Organizational Regulations and the Charter of the CNC, the CNC's responsibilities include:

to review and make recommendations to the Board regarding the compensation and benefits strategy and guidelines of the Company and the Group;
to review and make recommendations to the Board regarding the compensation of the members of the Board and the Executive Committee;
to review and approve the recommendation of the CEO of the Company regarding the fixed and variable compensation, including incentive plan participation and benefits, of the members of the management board of the Company (other than the Executive Committee of the Company);
to review and make recommendations to the Board regarding compensation and benefits plans of the Company and the Group (cash and/or equity-based plans), and where appropriate or required, make recommendations to adopt, amend and terminate such plans;
to administer the compensation and benefits (other than equity-based) plans of the Company and the Group;
to define criteria for selecting new Board members, including shareholder-nominated candidates;
to identify, screen, and propose Board nominees for election or re-election;
to recommend appointments to Board committees and chairs, filling vacancies based on experience, skills, diversity, and independence;
to assess and advise on the independence and potential conflicts of interest of Board members, in line with applicable laws and the Swiss Code of Obligation;
to develop selection and succession criteria for the CEO and Executive Committee, supervising searches and planning;
to recommend CEO and Executive Committee appointments to the Board, based on proposals from the CEO; and
any other duties in compensation matters delegated to the Compensation and Nomination Committee by the Board.

Compensation Report

3.2. Composition of the CNC

The members of the CNC will be elected individually by the annual general meeting of shareholders for a term of office until completion of the following annual general meeting of shareholders. Re-election is possible. According to the Articles of Association, the Organizational Regulations and the Charter of the CNC, the CNC shall consist of no less than three non-executive members of the Board. The chairperson of the CNC is appointed by the Board. According to the Organizational Regulations and the Charter of the CNC, all members of the CNC shall be independent as defined in the Swiss Code of Obligation. In addition, members of the CNC shall not have a position in a third-party company in which such member reports to a person who is a director or member of the Executive and Nomination Committee of the Company.

The CNC consists of Dr. Seng Chin Mah (chairperson), Dr. David Hunstad and Ms. von Schö nau. In 2025 the CNC met on February 25, May 9 and following regular Board meetings in September and December 2025. The topics discussed included the following: achievements 2024 and bonus ratification, company goals 2025, executive compensation post IPO and transition to the new company incentive plans as well as reviewing forward-looking skills needs.

4. External advisors

In 2024, a compensation benchmarking study was performed by an external consultancy firm to assess market competitiveness of BioVersys' compensation levels for the Board of Directors and the EC. This compensation study has been used to define the compensation of the Board of Directors and the EC following the listing at the SIX Swiss Exchange as of February 7, 2025.

5. Rules in the Articles Regarding Compensation

5.1. Overview

BioVersys follows a "say on pay" approval mechanism for the compensation of the Board and the Executive Committee pursuant to which the shareholders must vote on the compensation of the Board and the Executive Committee on an annual basis. In accordance with these requirements, the Articles of Association provide that the general meeting of shareholders must, each year, approve separately the proposals by the Board regarding the aggregate amounts of:

the maximum compensation of the Board until completion of the next annual general meeting of shareholders; and
the maximum compensation of the Executive Committee (fixed and variable compensation elements) for the following financial year.

In addition, the Company submits its compensation report to the annual general meeting for a consultative vote.

If the general meeting of shareholders does not approve a proposal of the Board regarding the compensation amounts described above, the Board determines, taking into account all relevant factors, the respective (maximum) aggregate amount or (maximum) partial amounts and submits such amount(s) for approval by a general meeting of shareholders.

If the maximum aggregate amount of compensation of the Executive Committee already approved by the general meeting of shareholders is not sufficient to also cover the compensation of individual(s) who become member(s) of the Executive Committee after such general meeting of shareholders, each such person may be paid up to 50% of the respective aggregate amount of maximum compensation of the Executive Committee last approved by the general meeting of shareholders.

5.2. Compensation principles in the Articles of Association

According to the Articles of Association, the compensation of the non-executive members of the Board consists of a fixed base compensation and may comprise further compensation elements. Total compensation shall take into account position and level of responsibility of the respective recipient.

The compensation of the executive members of the Board and members of the Executive Committee consists of fixed and variable compensation elements. Fixed compensation comprises the base salary and may consist of other compensation elements. Variable compensation may comprise short-term and long-term variable compensation

Annual Report 2025 – BioVersys

Compensation Report

elements. Total compensation shall take into account position and level of responsibility of the respective recipient.

Compensation may be paid in the form of cash, shares, in kind or in the form of other types of benefits; for the executive members of the Board and the members of the Executive Committee, compensation may in addition be granted in the form of options or comparable instruments or units. The Board or, to the extent delegated to it, the CNC shall determine grant, vesting, exercise, restriction and/or forfeiture conditions and periods. In particular, they may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change of control or termination of an employment or mandate agreement.

6. Voting procedures at the 2026 General Meeting

We will propose the following votes on compensation for shareholder approval:

Board of Directors: The maximum aggregate amount of compensation for the member of the Board of Directors for the period from the Annual General Meeting 2026 to the Annual General Meeting 2027.
Executive Committee: The maximum aggregate amount of compensation for the member of the Executive Committee for the financial year 2027, consisting of a maximum aggregate cash compensation and a maximum aggregate compensation under the long-term incentive plan.

7. Board of Directors Compensation

7.1. Overview

The compensation of the Directors was paid in form of an annual base fee of CHF 250,000 for the Chair and CHF 90,000 for each non-executive member of the Board (including the Vice-Chair). In addition, a fixed fee of CHF 20,000 for all Committee chairs and CHF 10,000 for each Committee membership was paid. Travel and other expenses are to be based on actuals and are not part of the above-mentioned Board fees. 50% of each Director's compensation was paid out in cash, and 50% in restricted stock units ("RSUs") under the RSU Plan (as defined below). Directors had the possibility to voluntarily increase portion of share-based compensation to 100% on individual basis.

7.2. The RSU Plan

As of February 7, 2025 the Company introduced the RSU Plan under which the members of the Board of Directors will be eligible to be granted Restricted Share Units ("RSUs"). The objective of the RSU Plan is to establish a framework that enables the Company to provide certain eligible persons with a long-term incentive to contribute to the future success and prosperity of the Company and to align the interests of the participant with those who hold an ownership interest in the goodwill and success of the Group. The RSU Plan will provide for the possibility to grant RSUs as part of the annual compensation of the members of the Board of Directors. RSUs contain no performance element and will vest into shares of the Company following a one-year vesting period, on a one-to-one basis, followed by a two-year blocking period. During the blocking period the participant may not sell, pledge or otherwise dispose of his/her shares (subject to customary exceptions under the RSU Plan).

The Shares required for the RSU Plan will either be sourced from the Company's conditional share capital, from Shares held in treasury, or through Shares purchased in the open market.

7.3. Approved compensation at the 2025 AGM

Our Annual General Shareholders' Meeting (AGM) must vote each year on the approval of motions from the Board concerning the aggregate maximum amount of compensation for the Board until the following AGM. For the Board the compensation period starts after the AGM and ends on the day before the AGM of the subsequent year. With respect to the Board compensation, the approval of the shareholders for fixed compensation is prospective.

At our 2025 AGM the shareholders approved a maximum aggregate amount of compensation for the members of the Board of Directors of CHF 730,000, including social security contributions, for the period from the Annual General Meeting 2025 to the Annual General Meeting 2026.

Annual Report 2025 – BioVersys

Compensation Report

7.4. Disclosure of compensation of members of the Board for the year 2025 (audited)

in CHF thousands	Function	Committee memberships	Since (until)	Cash compensation		Granted in 2025		Total Compen-sation
				Annual Cash Fee (gross)	Social security and pension contributions	Number of RSUs	Value of RSUs*
Dr. Seng Chin Mah	Chairman	ARC, CNC (Chair)	2011	121	7	4,898	149	277
Dr. Marc Gitzinger**	Member	-	2010
Dr. David Hunstad	Member	CNC	2015	49	5	1,959	59	113
Marina von Schönau	Member	CNC	2016	-	5	4,042	123	128
Dr. William Jenkins	Member	ARC (Chair)	2021	54	5	2,155	65	124
Dr. Ulrik Schulze	Member	ARC	Jun 2025	23	2	1,277	39	64
Henni-Karoliina Ropponen	Member	ARC	Jan 2025 (Jun 2025)	-	-	-	-	-
Dr. Carly Levine	Member	ARC	Dec 2022 (Jan 2025)	-	-	-	-	-
Total				247	24	14,331	435	706

Reflects value of share-based payments in accordance with IFRS 2 at grant. Such RSUs values are theoretical values and do not reflect income tax values and do also take into consideration certain vesting provisions. Due to the transition to the new incentive plans the financial year 2025 includes the RSU grants for the performance year 2024 and 2025.
** Please refer to Section 8.4 for the CEO's compensation.

7.5. Disclosure of external mandates of the members of the Board of Directors (audited)

The following table shows the external mandates within the meaning of articles 626 para. 2 no. 1 and 734e of the Swiss Code of Obligations held by the board of directors as of December 31, 2025:

Name	Mandate	Entity
Dr. Seng Chin Mah	Member of the Board	OSR Holdings, Inc.
	Member of the Board	Vaccentis AG
	Member of the Board	Akceso Advisors AG
Dr. Marc Gitzinger	Member of the Board	AMR Industry Alliance
	President of the Board	BEAM Alliance
	Member of the Board	Perseo Pharma AG
Dr. David Hunstad	Board of Trustees, Secretary Treasurer	International Pediatric Research Foundation
Marina von Schönau	Chairwoman	Almacos AG
	Member of the Board	Dacadoo Ltd.
	Member of the Foundation Board	Coralma Stiftung
Dr. Ulrik Schulze	Member of the Board	Averin Capital Acquisition Corp. (ACAAU)
	Member of the Board	Biografi Aps
	Chairman / Managing Director	Sanrigen GmbH

8. Executive Committee Compensation

8.1. Overview

The compensation of the members of the Executive Committee will be paid in the form of a fixed compensation consisting of a base salary, payable in cash and contributions to the pension scheme. In addition, the members of the Executive Committee are expected to be eligible for (i) a variable annual bonus as a short-term incentive based on the corporate achievements of the Company as well as individual performance payable in cash, and (ii) a long term equity incentive plan (the PSU Plan, as defined below) consisting of a combination of performance based long-term variable compensation to be paid in performance share units ("PSUs") with percentage targets to differ depending on their roles in the Executive Committee. The general meeting of shareholders shall vote on the proposals of the Board of Directors in relation to the aggregate amounts of the maximum compensation of the Executive Committee for the following financial year.

Annual Report 2025 – BioVersys

Compensation Report

8.2. The PSU Plan

As of February 7, 2025 the Company introduced the PSU Plan under which the members of the Executive Committee will be eligible to be granted PSUs, with percentage targets differing by level. The objective of the PSU Plan is to align the interests of the participant with those who hold an ownership interest in the goodwill and success of the Group, attract, retain and motivate high-quality talent in an effort to advance the goodwill and business interests of the Group, align the compensation of key managers with the goals of the Group, and reward and compensate top performers. The PSU Plan will provide for certain targets for PSUs based on customary key performance indicators over a three-year performance and vesting period such as the relative total shareholder return as measured against a peer group of relevant companies and include customary vesting periods.

PSUs will vest into shares of the Company following the completion of a three-year performance period and based on certain key performance indicators (KPIs). The achievement level of the KPIs determines a vesting factor between 0% and 144% (the Performance Condition). The number of granted PSUs multiplied with the Performance Condition at the vesting date results in the number of PSUs to vest into shares. The Board of Directors determines the KPIs of the PSUs granted.

PSUs only vest if a member of the Executive Committee is in continuous employment during the performance period, subject to certain exceptions, such as termination due to restructuring or redundancy, retirement, death, or disability. All shares and PSUs are furthermore subject to a clawback provision, which enables the Board of Directors to withhold or recover compensation from members of the Executive Committee if they are found to have engaged in behaviour such as acts of fraud, gross negligence or wilful misconduct.

The Shares required for the PSU Plan will either be sourced from the Company's conditional share capital, from Shares held in treasury, or through Shares purchased in the open market.

8.3. Approved compensation at the 2025 AGM

Our Annual General Shareholders' Meeting (AGM) must vote each year on the approval of motions from the Board concerning the aggregate maximum amount of compensation for the Executive Committee (EC) for the following financial year. For the compensation of the EC the approval of the shareholders is prospective allowing the Board to set targets and reward achievements of corporate and individual goals for each member of the EC.

At our 2025 AGM, the shareholders approved a maximum aggregate amount of compensation for the members of the Executive Committee of CHF 2,890,000 for the financial year 2026, consisting of a maximum aggregate cash compensation amount of CHF 2,090,000 and a maximum aggregate compensation under the long-term incentive plan in the amount of CHF 800,000.

The approved amounts include a fixed cash compensation of CHF 1,420,000 (including social security contributions) for the Members of the Executive Committee. Additionally, the members are eligible for an annual performance-related cash bonus. The bonus amount is determined based on the achievement of company and individual goals and it can range from CHF 0 up to a maximum of CHF 670,000 (including social security contributions).

The amount of CHF 800,000 proposed for financial year 2026 represents the indicative target value of the PSUs at grant date and is based on 100% of base salary for the CEO and 30% to 60% of base salaries for the other members of the Executive Committee.

Annual Report 2025 – BioVersys

Compensation Report

8.4. Disclosure of compensation of members of the EC for the year 2025 (audited)

| Year 2025
in CHF thousands | Fixed compensation | | Variable compensation | | | Total
Compen-sation |
| --- | --- | --- | --- | --- | --- | --- |
| | Base Salary
(cash gross) | Social security
and pension contributions | Bonus
(cash gross) | Number of
PSUs | Value of
PSUs | |
| Marc Gitzinger, CEO | 364 | 70 | 71 | 12,784 | 470 | 975 |
| Other members of the EC | 843 | 188 | 130 | 12,466 | 458 | 1,619 |
| Total existing EC members | 1,207 | 258 | 201 | 25,250 | 928 | 2,594 |
| Former member of the EC* | 17 | 2 | 31 | 857 | 32 | 82 |
| Grand Total | 1,224 | 260 | 232 | 26,107 | 960 | 2,676 |

Reflects value of share-based payments in accordance with IFRS 2 at grant. Such PSUs values are theoretical values and do not reflect income tax values and do also take into consideration certain vesting provisions. Due to the transition to the new incentive plans the financial year 2025 includes the PSU grants for the performance year 2024 and 2025.
** Reflects all active members of the EC for the full year 2025.
*** Reflects the compensation of one former member of the EC who retired at the end of the year 2024.

PSUs Overview	2025
Outstanding at 1 January	-
Granted during the year	26,107
Forfeited	(536)
Outstanding at 31 December	25,571

8.5. Changes in the Executive Committee in 2025

Nawaz Khan (Head of Research) left the Executive Committee in December 2025 and Daniel Ritz joined the EC as per November 1, 2025 as Chief Scientific Officer.

8.6. Achievement of 2025 Corporate Goals

The board reviews achievement against the corporate goals when determining the performance-related cash bonus for the executive committee. The corporate goals for 2025 listed in the following paragraph were set by the board in February 2025 and consisted of financial and operating goals that support the execution of BioVersys's strategy.

For the strategic goal setting, the board follows four main categories aligned with BioVersys general strategy: 1. Research; 2. Development; 3. Financial and Operations and 4. ESG. The Board sets annually goals for the company in each category that adequately reflect the company's strategy and associated timelines. In Research and Development, these goals relate to the execution of the current pipeline - advancing the clinical trials in development and moving research programs forward towards clinical development. The category of Financial and Operations focuses adequate budget discipline, additional funding opportunities and maintaining and establish further partnerships in the AMR field for BioVersys. The ESG category focuses on good company governance and on high ethical clinical trials standards, high product quality and safety standards, patient access and effective cyber security and data protection.

In February 2026, the Board of Directors evaluated the Corporate Goals 2025 and determined that the Company reached a 100% overall achievement level. The assessment was based on a very strong performance in 2025, with highlights such as the progress on the development and research side of the pipeline, attracting an additional Pharma partner for BV500, securing significant non-dilutive funding for the RIV-CARE trial (Phase 2b, BV100) and further improving the ESG oversight.

Annual Report 2025 – BioVersys

Compensation Report

8.7. Disclosure of external mandates of the members of Executive Committee (audited)

The following table shows the external mandates within the meaning of articles 626 para. 2 no. 1 and 734e of the Swiss Code of Obligations held by the Executive Committee Members as of December 31, 2025:

Name	Mandate	Entity
Dr. Marc Gitzinger	Member of the Board	AMR Industry Alliance
	President of the Board	BEAM Alliance
	Member of the Board	Perseo Pharma AG
Hernan Levett	Member of the Board	Versamed AG

9. Former incentive plans

The Group previously implemented an employee stock option plan (ESOP), and a long-term incentive plan (LTIP). In connection with the Offering on February 7, 2025, the ESOP and the LTIP were terminated and the participants are entitled to receive Shares in the Company once their options vest. The options disclosed under sections 11.1 and 11.2 were granted under the following plans.

The ESOP was approved by the Board of Directors in March 2018 and was put in place to provide certain key employees of the Company and members of the Board with additional incentives by granting them the right to purchase shares of the Company. Beneficiaries of the plan were members of the Board of Directors, management, other employees and certain advisors providing services similar to the services provided by employees.

Each option entitles its holder to purchase one share of the Company at a pre-defined exercise price during an exercise period of ten years. The number of options granted to each participant was determined by the Board of Directors based on a participant's position and level of responsibility.

The LTIP was approved by the Board of Directors in March 2020 and was put in place in order to enable members of the senior management of the Group, as well as certain members of the Board, to be exposed to the long-term financial success of the Group.

10. Loans granted to members of the Board of Directors or the Executive Committee

As of 31 December 2025, the Company has no outstanding loan or guarantee commitments to members of the Board of Directors or the Executive Committee, or their related parties, including family members.

11. Shareholdings of Members of the Board and Executive Committee

11.1. Disclosure of shareholdings in the Company of Board members (including related parties) as of 31 December 2025 (audited)

Board of Directors	Function	Number of shares	Number of RSUs	Number of share options (vested)	Number of share options (unvested)
Dr. Seng Chin Mah	Chairman	76,358	4,898	21,027	-
Dr. Marc Gitzinger*	Member				-
Dr. David Hunstad	Member	1,000	1,959	9,513	-
Marina von Schö nau	Member	208,031	4,042	469	-
Dr. William Jenkins	Member	2,420	2,155	314	-
Dr. Ulrik Schulze	Member	-	1,277	-	-
Total		287,809	14,331	31,323	-

Please refer to Section 11.2 for the disclosure of shareholdings in the Company of Dr. Marc Gitzinger (CEO)

11.2. Disclosure of shareholdings in the Company of EC members as of 31 December 2025 (audited)

Executive Committee	Function	Number of shares	Number of PSUs	Number of share options (vested)	Number of share options (unvested)
Dr. Marc Gitzinger	CEO	115,000	12,784	38,892	750
Hernan Levett	CFO	-	5,965	9,000	-
Dr. Glenn E. Dale	CDO	15,329	5,965	6,301	300
Dr. Daniel Ritz	CSO	-	-	-	-
Total		130,329	24,714	54,193	1,050

Annual Report 2025 – BioVersys

Compensation Report

Shape the future with confidence

Ernst & Young Ltd
Aeschengraben 27
P.O. Box
CH-4002 Basel

Phone: +41 58 286 86 86 www.ey.com/en_ch

To the General Meeting of BioVersys Ltd, Basel

Basel, 17 March 2026

Report of the statutory auditor on the audit of the compensation report

Opinion

We have audited the compensation report of BioVersys Ltd (the Company) for the year ended 31 December 2025. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the tables marked “audited” on page 30 and pages 32 to 33 of the compensation report.

In our opinion, the information pursuant to Art. 734a-734f CO in the compensation report complies with Swiss law and the Company’s articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the remuneration report” section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked “audited” in the compensation report, the consolidated financial statements, the stand-alone financial statements and our auditor’s reports thereon.

Our opinion on the compensation report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the compensation report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the compensation report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Annual Report 2025 – BioVersys

Compensation Report

Shape the future with confidence

Board of Directors' responsibilities for the compensation report

The Board of Directors is responsible for the preparation of a compensation report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a compensation report that is free from material misstatement, whether due to fraud or error. It is also responsible for designing the compensation system and defining individual compensation packages.

Auditor's responsibilities for the audit of the compensation report

Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this compensation report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement in the compensation report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Ernst & Young Ltd

René Buchmann (Qualified Signature)

Licensed audit expert (Auditor in charge)

Adrian Hottiger (Qualified Signature)

Licensed audit expert

Annual Report 2025 – BioVersys

FINANCIAL REPORT 2025

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements

Consolidated Statement of Profit or Loss for the year ended 31 December 2025

in CHF thousands	Note	2025	2024
Revenue	6a	800	-
Other operating income	6b	2,468	1,213
Operating income		3,268	1,213
Research and development expenses	6c	(16,502)	(12,947)
General and administrative expenses	6c	(6,729)	(6,988)
Operating expenses		(23,231)	(19,935)
Operating loss		(19,963)	(18,722)
Finance income	6d	227	928
Finance expense	6d	(2,068)	(1,053)
Net foreign exchange gains / (losses)		(10)	128
Finance result		(1,851)	3
Loss before tax		(21,814)	(18,719)
Income tax expense	6e	(16)	-
Net loss for the period		(21,830)	(18,719)
Attributable to owners of the parent		(21,830)	(18,719)
Basic / diluted loss per share in CHF	20	(3.89)	(5.62)

Consolidated Statement of Comprehensive Income or Loss for the year ended 31 December 2025

in CHF thousands	Note	2025	2024
Net loss for the period		(21,830)	(18,719)
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit post-employment plans	10	382	(338)
Items that may be reclassified subsequently to profit or loss
Currency translation differences		(444)	253
Other comprehensive loss for the period		(62)	(85)
Total comprehensive loss for the period		(21,892)	(18,804)

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Consolidated Statement of Financial Position as of 31 December 2025

in CHF thousands	Note	2025	2024
Assets
Non-current assets
Property, plant and equipment	7	353	208
Right-of-use asset	8	412	350
Total non-current assets		765	558
Current assets
Prepaid expenses and other receivables	9	7,366	1,779
Current financial assets	13	-	6,000
Cash and cash equivalents	12	82,505	26,619
Total current assets		89,871	34,398
Total assets		90,636	34,956
Equity and liabilities
Equity
Share capital	15	5,848	3,692
Share premium	15	155,600	87,398
Cumulative translation adjustments		(511)	(67)
Accumulated losses		(101,126)	(80,341)
Equity attributable to owners of the parent		59,811	10,682
Non-controlling interests		-	-
Total equity		59,811	10,682
Non-current liabilities
Non-current financial liabilities	14	21,440	13,761
Employee benefit liabilities	10	489	840
Total non-current liabilities		21,929	14,601
Current liabilities
Trade payables		2,470	706
Other current liabilities	16	2,346	1,216
Accrued expenses	16	2,872	3,446
Current financial liabilities	14	1,208	4,305
Total current liabilities		8,896	9,673
Total liabilities		30,825	24,274
Total equity and liabilities		90,636	34,956

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Consolidated Statement of Changes in Equity for the year ended 31 December 2025

in CHF thousands	Note	Share capital	Share premium	Cumulative translation adjustments	Accumulated losses	Total	Non-controlling interests	Total equity
Balance at 1 January 2024		3,059	68,773	(320)	(62,936)	8,576	-	8,576
Net loss for the period		-	-	-	(18,719)	(18,719)	-	(18,719)
Other comprehensive income/(loss):
Remeasurement of defined benefit post-employment plans	10	-	-	-	(338)	(338)	-	(338)
Currency translation differences		-	-	253	-	253	-	253
Other comprehensive income/(loss) for the period		-	-	253	(338)	(85)	-	(85)
Total comprehensive income/(loss) for the period		-	-	253	(19,057)	(18,804)	-	(18,804)
Capital increase	15	471	14,447	-	(204)	14,714	-	14,714
Transaction costs	15	-	(836)	-	-	(836)	-	(836)
Capital increase by non-controlling interests	14	-	-	-	-	-	5,113	5,113
Recognition put option redemption liability	14	-	-	-	-	-	(5,113)	(5,113)
Conversion of put option liability	15	162	5,014	-	-	5,176	-	5,176
Share-based payments	11	-	-	-	1,856	1,856	-	1,856
Balance at 31 December 2024		3,692	87,398	(67)	(80,341)	10,682	-	10,682
Balance at 1 January 2025		3,692	87,398	(67)	(80,341)	10,682	-	10,682
Net loss for the period		-	-	-	(21,830)	(21,830)	-	(21,830)
Other comprehensive income/(loss):
Remeasurement of defined benefit post-employment plans	10	-	-	-	382	382	-	382
Currency translation differences		-	-	(444)	-	(444)	-	(444)
Other comprehensive income/(loss) for the period		-	-	(444)	382	(62)	-	(62)
Total comprehensive income/(loss) for the period		-	-	(444)	(21,448)	(21,892)	-	(21,892)
Capital increase	15	2,156	74,688	-	-	76,844	-	76,844
Transaction costs	15	-	(6,486)	-	-	(6,486)	-	(6,486)
Share-based payments	11	-	-	-	663	663	-	663
Balance at 31 December 2025		5,848	155,600	(511)	(101,126)	59,811	-	59,811

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Consolidated Statement of Cash Flows for the year ended 31 December 2025

in CHF thousands	Note	2025	2024
Operating activities
Loss before tax		(21,814)	(18,719)
Adjustments to reconcile cash generated by operating activities
Depreciation	7, 8	297	282
Interest income	6d	(45)	(497)
Interest expenses	6d	1,077	1,037
Share-based payments	11	663	1,856
Change in employee benefits	10	22	(53)
Fair value loss/(gain)	6d	(182)	(431)
Amortized cost adjustment	6d	945	-
Net foreign exchange loss/(gain)		10	(128)
Other non-cash items		10	24
Working capital adjustments
(Increase)/decrease in prepaid expenses and other receivables and restricted funds	9, 13	(5,632)	3,359
Increase/(decrease) in trade payables, accrued expenses and other current liabilities	16	2,687	(2,801)
Cash used in operations		(21,962)	(16,071)
Interest received	6c	51	575
Interest paid	6c	(35)	(78)
Cash flow from operating activities		(21,946)	(15,574)
Investing activities
Payments for investments in property, plant and equipment	7	(216)	(38)
Addition of current financial assets	13	-	(17,000)
Disposal of current financial assets	13	6,000	15,000
Cash flow from investing activities		5,784	(2,038)
Financing activities
Proceeds on issue of shares	15	76,843	14,714
Transaction costs	15	(6,938)	(383)
Capital increase by non-controlling interests	14	-	5,113
Proceeds from borrowings	14	6,926	-
Repayment of borrowings	14	(4,030)	(30)
Repayment of lease liabilities	14	(226)	(221)
Cash flow from financing activities		72,575	19,193
Change in cash and cash equivalents		56,413	1,581
Cash and cash equivalents at 1 January	12	26,619	24,376
Exchange difference		(527)	662
Change in cash and cash equivalents		56,413	1,581
Cash and cash equivalents at 31 December	12	82,505	26,619

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

1. GENERAL INFORMATION

BioVersys AG (“BioVersys” or the “Company”, and together with its subsidiaries the “Group”) is a limited company (Aktiengesellschaft) with registered office at Tech Park Basel, Hochbergerstrasse 60 C, 4057 Basel, Switzerland. It was established on 17 December 2010. Since 7 February 2025, the Company has been listed on the SIX Swiss Exchange (ISIN: CH0210362643). Refer to Note 15 for more information about the listing.

The Company controls three subsidiaries: 100% ownership of BioVersys SAS (“BioVersys France”), which was incorporated in Lille, France, on 23 April 2018, 100% ownership of BioVersys USA Inc. (“BioVersys US”) which was incorporated in Delaware, US, on 16 November 2018 and 100% ownership of Guangzhou BioVersys Pharmaceutical Co., Ltd. (“BioVersys China”) which was incorporated in Guangzhou, China, on 13 June 2024. The Company and its subsidiaries form the BioVersys Group (the “Group”).

The Group is researching and developing next-generation antimicrobial drugs for multidrug resistant bacterial infections. The Group has several distinct antibacterial programs in development. Its pipeline is focused on addressing the highest unmet medical needs, as identified by the World Health Organization and the US Centers for Disease Control and Prevention (CDC) priority pathogens.

The consolidated financial statements of BioVersys as of and for the year ended 31 December 2025 were authorized for issue by the Company’s Board of Directors as of 17 March 2026.

2. BASIS OF PREPARATION AND ADOPTION OF IFRS ACCOUNTING STANDARDS

a. Basis of preparation

The consolidated financial statements of the Group are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and applicable as of the reporting date 31 December 2025.

The consolidated financial statements have been prepared on a historical cost basis and are presented in thousand Swiss Francs (in thousand CHF). Due to rounding, numbers presented throughout these consolidated financial statements may not add up precisely to the totals provided. All ratios and variances are calculated using the underlying amount rather than the presented rounded amount.

b. Going Concern

With the cash and cash equivalents as of 31 December 2025, the Company is able to finance its operations well beyond the next twelve calendar months and thus the consolidated financial statements of the Group have been prepared under the going concern assumption.

c. Changes in accounting policies and disclosures

Amendments effective in 2025:

The adoption of the following amendment to the IFRS Accounting Standards which became mandatorily effective from 1 January 2025 has not had any significant impact on the consolidated financial statements of the Group.

IAS 21 (Amendments) Lack of exchangeability (effective 1 January 2025)

Issued standards not yet adopted:

		Effective for annual periods on, or after	Planned adoption by BioVersys
IFRS 9 & 7	Classification and Measurement of Financial Instruments (Amendment)	1 January 2026	Financial Year 2026
IFRS 9 & 7	Power Purchase Agreements’ (Amendments)	1 January 2026	Financial Year 2026
IFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027	Financial Year 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027	Financial Year 2027
IAS 21	Translation to a Hyperinflationary Presentation Currency (Amendment)	1 January 2027	Financial Year 2027

None of the not yet adopted standards or amendments is expected to have a significant impact on the Group financial statements.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

d. Basis of consolidation

The consolidated financial statements include the Company and its subsidiaries. Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the date the Company obtains control until such time as control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and unrealized gains and losses resulting from intra-group transactions are eliminated in full. A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.

e. Consolidation Scope for the years 2025 and 2024

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed below:

Company	Registered	Currency	Activity	Nominal Capital	Ownership/voting shares
BioVersys AG
(Parent Company)	Switzerland	CHF	R&D/HQ	CHF 5,848,011
BioVersys SAS	France	EUR	R&D	EUR 10,000	100%
BioVersys USA Inc.	USA	USD	dormant	USD 0.50	100%
Guangzhou BioVersys Pharmaceutical Co., Ltd.	China	CNY	R&D	CNY 50,000	100%

HQ: Headquarter
R&D: Research & Development activities

Annual Report 2025 – BioVersys

Consolidated Financial Statements

3. SUMMARY OF MATERIAL ACCOUNTING POLICIES

a. Foreign currency translation

The consolidated financial statements are presented in Swiss francs ("CHF"), which is the functional currency of the Company. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Foreign currency transactions are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses resulting from the settlement of monetary assets and liabilities denominated in foreign currencies and from the translation of such items at year-end exchange rates are recognized in profit or loss in the year they arise.

For reporting and consolidation purposes, assets and liabilities of the subsidiaries reporting in foreign currency are translated into the Group's presentation currency (Swiss Francs) using the exchange rate at the reporting date. The respective income statements are translated at the average yearly exchange rates of the reporting year. All resulting translation differences are recognized in other comprehensive income.

The exchange rates used within the Group are as follows:

| | Income statement in CHF
average yearly exchange rates | | Statement of financial
position in CHF year-end rates | |
| --- | --- | --- | --- | --- |
| | 2025 | 2024 | 2025 | 2024 |
| EUR | 0.9370 | 0.9524 | 0.9305 | 0.9385 |
| USD | 0.8307 | 0.8801 | 0.7923 | 0.9063 |
| CNY | 0.1155 | 0.1223 | 0.1134 | 0.1242 |

b. Revenue

The Company applies the five-step model to contracts only when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of IFRS 15, the Company assesses the goods or services promised within each contract, and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Determining the timing of the transfer of control, at a point in time or over time, requires judgment.

Revenues may include fees such as upfront as well as technology access payments received in connection with research and collaboration agreements. The Company assesses for each performance obligations whether the promised service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. If the performance obligation is settled over time, the Company determines the appropriate method of measuring progress for purposes of recognizing revenue.

Revenues could include fees such as development or sales milestone payments received in connection with collaboration, out licensing or other agreements. Upon meeting the set milestone, the Group obtains a right to a non-refundable payment without any remaining performance obligations for the Group. Considering the uncertainty surrounding the outcome of such development activities, revenue is recognized once each milestone (considered variable consideration) is reached, as uncertainty of revenue/payment no longer exists.

c. Other operating income

Grants or subsidies received from governmental and other organizations are recognized when there is reasonable assurance that they will be received and that all related conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.

Government grants in form of below-market interest rates on loans are initially recognized in the balance sheet as deferred income. The grant benefit is recognized in the same periods in which the expenses are charged, thereby matching the benefit with the interest cost.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

d. Research and development

Research and development (R&D) expenses consists mainly of compensation and other expense related to R&D personnel, preclinical and clinical studies and other third-party costs related to R&D (i.e., Clinical Research Organizations (CROs), Clinical Development Manufacturing Organizations (CDMOs), etc.). These costs are recognized in the consolidated statement of profit or loss as incurred as long as the criteria for capitalization are not met.

e. Income taxes

Income taxes include current and deferred taxes. Current income taxes are recognized on taxable profits at applicable tax rates of the respective jurisdiction.

Deferred income taxes are calculated using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred taxes are determined using tax rates and laws that have been enacted or substantively enacted at the reporting date and that are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Any changes of the tax rates are recognized in the income statement unless related to items directly recognized in equity or other comprehensive loss.

Deferred tax liabilities are recognized on all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

f. Earnings / (loss) per share

The Group presents basic earnings / (loss) per share for each period in the consolidated financial statements. The basic earnings / (loss) per share is calculated by dividing the net result for the period by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share considers the potential conversion of all dilutive potential ordinary shares.

g. Property, plant and equipment

All property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the useful life of the individual assets or asset categories. The applicable estimated useful lives are as follows:

Laboratory equipment:	8 years
Office equipment:	5 to 8 years
IT hardware:	3 years

The assets' residual values and useful lives are reviewed, and revised if appropriate, at least annually. The Group assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash generating unit's fair value less costs of disposal and its value in use. An asset's carrying amount is impaired immediately to its recoverable amount if the asset's carrying amount is higher than its estimated recoverable amount.

h. Internal research and development activities

The Group considers that the regulatory and other uncertainties inherent in the development of its product pipeline do not meet the recognition criteria of IAS 38, consequently it does not capitalize research and development costs.

i. Leases

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for leases of low value assets and leases with a duration of twelve months or less.

Lease liabilities are measured at the present value of the expected lease payments due to the lessor over the lease term, with the discount rate determined by reference to the rate implicit in the lease unless this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Right-of-use assets are initially measured at the amount of the lease liability, initial direct costs incurred, and lease payments made at or before the commencement date. After the initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over the remaining expected term of the lease or over the remaining economic life of the asset if this is assessed to be shorter than the lease term.

When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the expected payments over the revised term, which are discounted using a revised discount rate.

j. Cash and Cash equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less. The cash flow statement is based on cash and cash equivalents.

k. Financial assets

Financial assets of the Group consist of other receivables, current financial assets, restricted funds and cash and cash equivalents. There is the intention to hold them to maturity in order to collect the contractual cash flow, and this cash flow is only for the principal and interest. Therefore, these financial assets are recognized and measured subsequently at amortized cost.

l. Financial liabilities

All financial liabilities are initially recognized at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs incurred. After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method or at fair value through profit or loss. The warrants are the only financial liability measured at fair value through profit or loss. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate method. The effective interest rate amortization is included as finance expenses in the consolidated statement of profit or loss.

The fair value measurements are categorized into different levels in the fair value hierarchy based on the input and techniques used. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.

m. Employee benefit liabilities

Pension liabilities:

The Group operates pension plans in Switzerland and France. The French pension plan qualifies as defined contribution plan. The basic Swiss pension plan qualifies as defined benefit plan whereas the Swiss premium pension plan (1e plan) is accounted for as a defined contribution plan.

The Group's obligation regarding the defined contribution plans for each period is determined by the amounts to be contributed for that period, which are expensed in the respective period.

The Swiss pension plan is affiliated to a multi-employer foundation, consequently the benefits in accordance with the regulations are reinsured in their entirety with the respective insurance company within the framework of the corresponding contract. Contributions to these funds are made by both the employees and the Company in accordance with Swiss legal requirements and the plan rules.

The Swiss basic pension plan qualifies as defined benefit plan under the IFRS Accounting Standards and provides for an annuity or a lump sum payment on retirement. In addition, the plan covers disability and death-in service. The Group's net obligation in respect of the defined benefit plans is calculated by estimating the amounts of future benefits that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The defined benefit obligation is calculated annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately

Annual Report 2025 – BioVersys

Consolidated Financial Statements

in other comprehensive income. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), considering any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Cash bonus:

The Group recognizes an accrual where contractually obliged or where there is a past practice that has created a constructive obligation. Cash bonuses are based on a formula that takes into consideration the Group's and employee's goal achievements.

n. Share-based payments

The Company classifies its share-based payments as equity-settled awards as they are settled in equity. The Company determines the cost of equity-settled share-based payment transactions with employees and others providing similar services at the fair value of such awards at their grant date and does not subsequently remeasure them. That cost is recognized as an expense, together with a corresponding increase in equity (accumulated losses), over the relevant vesting period in line with the graded vesting patterns of the awards. At each reporting date, the Group revises its estimates of the number of options or other equity instruments that are expected to vest. It recognizes the impact of the revision of original estimates, if any, in the consolidated statement of profit or loss and a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

For equity-settled share-based payment transactions with third parties, the cost of the services received and the corresponding increase in equity are measured directly at the fair value of the services received based on their market price.

o. Equity

The costs of equity transactions are accounted for as a deduction from equity. Equity transaction costs are comprised of only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

Share premium represents payments or contributions made by shareholders in addition to share capital. Cumulative translation adjustments are the result of different foreign exchange rates used for translation of foreign operations into the presentation currency (CHF) of the Group.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

a. Pension liabilities

The present value of the defined benefit obligations is determined based on actuarial calculations which involve making assumptions about discount rates, future salary increases, mortality rates and future pension increases. Due to the complexity of the calculations, the underlying assumptions and its long-term nature, the defined benefit obligation is highly sensitive to changes in these assumptions (see also Note 10).

b. Share-based payments

The Group's share-based payment plans qualify as equity-settled plans and the fair value is determined at the grant date. Share options granted are valued using the Black-Scholes-Merton option valuation model (see Note 11). This valuation model as well as parameters used such as expected volatility, exercise date and expected lifetime of the share options are partially based on management's estimates. The Company estimates the fair value of non-vested share options using a reasonable estimate of market value of the common shares on the grant date of the award.

c. Warrants

The warrants in the connection with the loan from the Basler Kantonalbank (BKB-loan) represent a financial liability measured at fair value through profit or loss. The warrants are valued by applying the Black-Scholes-Merton option valuation model. This valuation model as well as parameter used such as volatility, exercise date and expected lifetime of the warrants are partially based on management's estimates.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

5. SEGMENT REPORTING

The Group has one operating segment focusing on the research and development and prospective commercialization of antibiotics, which is comprehensively managed by one management team that reports to the Chief Executive Officer, the chief operating decision maker. The Group has operational activities in two countries: Switzerland and France. For the year ended 31 December 2025, the Group recognized CHF 800 thousand of revenue from contracts with customers in Switzerland (2024: CHF 0 thousand).

The table below provides non-current assets, excluding financial and deferred income tax assets, by geographic area:

in CHF thousands	Switzerland		France		Total
	2025	2024	2025	2024	2025	2024
Property, plant & equipment	234	190	119	18	353	208
Right-of-use asset	412	350	-	-	412	350
Total	646	540	119	18	765	558

6. INCOME AND EXPENSES

a. Revenue

On July 1, 2025, BioVersys AG has entered into a global research collaboration with Shionogi & Co., Ltd. The contract is a research and exclusive license option agreement to develop novel ansamycin leads from BioVersys' BV500 program into clinical candidates. Under the agreement, Shionogi will have access to BioVersys' proprietary ansamycin platform and the BV500 program. BioVersys is eligible to receive upfront payments of CHF 1.5 million, technology access fees up to CHF 4 million, development milestone payments up to CHF 80 million and, upon exercise of the license option, sales milestones up to CHF 400 million as well as royalties on future sales. The upfront payments and the technology access fees are recorded as revenue as the performance obligation is satisfied.

For the year ended 31 December 2025, the company recognized revenue, amounting to CHF 800 thousand, relating to the Research Collaboration Agreement with Shionogi & Co., Ltd (2024: CHF 0 thousand).

b. Other operating income

in CHF thousands	2025	2024
Grant income	436	479
Research tax credit	1,342	734
Subsidies	597	-
Other	93	-
Total	2,468	1,213

The Group received grant income for research grants from different institutions, such as the Swiss Innovation Agency Innosuisse, the CF AMR Syndicate and the Innovative Medicines Initiative (IMI). Those institutions are mainly financed by government organizations and therefore are accounted for as government grants.

The Group benefits from the research tax credit (CIR) which is the main public support mechanism for R&D in France. The tax measure makes it possible to finance R&D activities in form of a government reimbursement of part of eligible R&D expenses.

During 2025, the Group recognized government grant income (subsidies) of CHF 597 thousand under the Basel Incentive Programme (Standortförderungspaket) of the Canton Basel-Stadt, a cantonal government funding scheme supporting innovation, social and environmental measures.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

c. Operating expenses

	Research and Development Expenses		General and Administrative Expenses		Total Operating Expenses
in CHF thousands	2025	2024	2025	2024	2025	2024
Personnel expenses	(3,386)	(2,999)	(2,677)	(2,869)	(6,063)	(5,868)
Consumables, services and other operating expenses	(12,978)	(9,836)	(3,893)	(3,949)	(16,871)	(13,785)
Depreciation and amortization	(138)	(112)	(159)	(170)	(297)	(282)
Total	(16,502)	(12,947)	(6,729)	(6,988)	(23,231)	(19,935)

d. Finance result

Finance income

in CHF thousands	2025	2024
Interest income on short-term deposits	45	497
Fair value measurement	182	431
Total	227	928

Finance expense

in CHF thousands	2025	2024
Interest expense on bank loans	(1,054)	(1,014)
Other interest expenses	(23)	(23)
Amortized cost adjustment*	(945)	-
Other finance costs	(46)	(16)
Total	(2,068)	(1,053)

further information see note 14 Financial Liabilities

Interest expense on bank loans is related to the loan from the European Investment Bank (EIB) and the BKB loan. In the year 2025 the interest expenses for the EIB loan were CHF 933 thousand (2024: CHF 838 thousand). The BKB loan, received in April 2022, is measured at amortized cost using the effective interest method. We applied a market interest rate for the BKB loan, resulting in interest expenses of CHF 122 thousand for the year 2025 (2024: CHF 174 thousand). The warrants granted to the guarantors of the BKB loan are measured at fair value through profit or loss. This valuation resulted in a gain of CHF 182 thousand for the year 2025 (2024: CHF 431 thousand). For further details to the financial liabilities refer to the Note 14.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

e. Income tax

The Group's expected tax expense for each year is based on the applicable tax rate in each individual jurisdiction, which ranged between 13.0% and 25.0% for 2025 and 2024 in the tax jurisdictions in which the Group operates. The weighted average tax rate applicable to the losses of the consolidated entities was 12.8% for 2025 and 12.4% for 2024. The following table shows the reconciliation between expected and effective taxes.

in CHF thousands	2025	2024
Group's average expected tax rate	12.8%	12.4%
Accounting loss before income tax	(21,814)	(18,719)
Tax income / (expense) at expected weighted tax rate	2,792	2,321
Unrecognized deferred taxes on tax loss carry-forwards	(3,688)	(1,874)
Tax exempt income	1,235	234
Non-deductible expenses	(340)	(689)
Other effects	(15)	8
Effective tax expense reported in profit or loss	(16)	-

The Group's accumulated taxable losses in Switzerland may be used as tax loss carry forwards to offset future taxable income over a period of seven years. No deferred tax assets have been recognized for these losses because the Company does not have a history of sustainable taxable profits, increasing research costs are expected to be incurred in the foreseeable future and future revenues are highly volatile and uncertain. Below is the maturity of the Group's reportable losses:

in CHF thousands	2025	2024
Within one year	5,598	4,016
Between one and five years	46,531	32,034
More than five years	41,749	33,575
Total	93,878	69,625

The Group did not recognize deferred tax assets on the following temporary differences and tax losses:

in CHF thousands	2025	2024
Intangible assets	2,093	1,511
Employee benefit obligations	489	840
Financial liabilities	820	53
Tax loss carry forwards	93,878	69,625
Total	97,280	72,029

Annual Report 2025 – BioVersys

Consolidated Financial Statements

7. PROPERTY, PLANT AND EQUIPMENT

Acquisition cost:

in CHF thousands	Laboratory equipment	Office equipment	IT hardware	Total
Balance at 1 January 2024	409	18	111	538
Acquisitions	27	-	11	38
Balance at 31 December 2024	436	18	122	576
Acquisitions	174	4	38	216
Disposals	(17)	-	(44)	(61)
Currency translation	(1)	-	-	(1)
Balance at 31 December 2025	592	22	116	730

Accumulated depreciation:

in CHF thousands	Laboratory equipment	Office equipment	IT hardware	Total
Balance at 1 January 2024	(209)	(6)	(91)	(306)
Depreciation expense	(45)	(2)	(15)	(62)
Balance at 31 December 2024	(254)	(8)	(106)	(368)
Depreciation expense	(49)	(3)	(18)	(70)
Disposals	17	-	44	61
Balance at 31 December 2025	(286)	(11)	(80)	(377)

Net book value:

in CHF thousands	Laboratory equipment	Office equipment	IT hardware	Total
1 January 2024	200	12	20	232
31 December 2024	182	10	16	208
31 December 2025	306	11	36	353

Annual Report 2025 – BioVersys

Consolidated Financial Statements

8. RIGHT-OF-USE ASSET

The right-of-use asset relates to the lease of the facility in Switzerland, which includes office and laboratory space. Movements of the right-of-use asset are summarized below:

in CHF thousands	2025	2024
Balance as of 1 January	350	349
Depreciation charge for the period	(227)	(220)
Additions	289	221
Balance as of 31 December	412	350

The additions of the right-of-use-asset represent the increase of the lease liability related to the extension of the contractual lease term and additional office rented.

9. PREPAID EXPENSES AND OTHER RECEIVABLES

in CHF thousands	2025	2024
Prepaid expenses	4,931	491
Tax receivables	1,531	1,260
Other receivables	904	28
Total	7,366	1,779

Prepaid expenses are primarily related to R&D prepayments and increased significantly due to prepayments for the BV100 Phase 3 study, which was initiated in December 2025. The tax receivables mainly include receivables for research tax credit (CIR) and other receivables primarily consists of receivables for subsidies from the basel incentive program for innovation and grant income.

10. EMPLOYEE BENEFIT LIABILITIES

In accordance with the Swiss pension fund law "Federal Act on Occupational Old Age, Survivors' and Invalidity Pension Provision" ("OPA"), BioVersys AG, Basel is affiliated with Swiss life as a multi-employer foundation. Consequently, the benefits in accordance with the regulations are reinsured in their entirety with Swiss Life. The basic pension plan provides for retirement benefits, as well as risk benefits (death and disability). Pension assets are invested in secure long-term investments and in collective investment schemes. There are no investments in shares of BioVersys AG. The accumulated savings capital is allocated to each insured individual and consists of annual contributions, saving credits and interest credits.

The following tables summarize the components of net pension expenses recognized in the profit or loss and amounts recognized in the consolidated statement of financial position as well the respective actuarial assumptions in relation with the defined benefit pension plan for Swiss employees:

in CHF thousands	2025	2024
Discount rate	1.30%	1.00%
Future salary increases	2.00%	2.00%
	BVG
Mortality	2020 GT	BVG 2020 GT

Annual Report 2025 – BioVersys

Consolidated Financial Statements

in CHF thousands	2025	2024
Reconciliation of the amount recognized in the statement of financial position
Present value of the defined benefit obligation	7,476	6,082
Fair value of plan assets	(6,987)	(5,242)
Net defined benefit liability	489	840
Components of pension expenses in profit or loss
Current service cost	182	120
Past service cost	-	(22)
Administration cost	3	3
Interest expense on defined benefit obligation	61	69
Interest income on plan assets	(52)	(61)
Pension expenses in profit or loss	194	109
Remeasurements in other comprehensive income
Actuarial (gain) & loss from changes in demographic assumptions	-	-
Actuarial (gain) & loss from changes in financial assumptions	(325)	301
Actuarial (gain) & loss from experience adjustments	2	131
(Return) on plan assets excl. interest income	(59)	(94)
Total	(382)	338
Reconciliation of net defined benefit liability
Net defined benefit liability, beginning of the period	840	546
Defined benefit cost recognized in profit or loss	194	109
Defined benefit cost recognized in other comprehensive income	(382)	338
Ordinary contributions paid by employer	(163)	(153)
Defined benefit liability recognized in the statement of financial position	489	840
Reconciliation of present value of the defined benefit obligation
Defined benefit obligation, beginning of period	6,082	4,616
Current service cost	182	120
Past service cost	-	(22)
Administration costs	3	3
Ordinary contributions paid by employees	163	153
Interest expense on defined benefit obligation	61	69
Transfer paid in / (paid out)	1,308	711
Actuarial (gain) / loss on defined benefit obligation	(323)	432
Defined benefit obligation end of period	7,476	6,082
Reconciliation of the fair value of plan assets
Fair value of plan assets, beginning of period	5,242	4,070
Interest income on plan assets	52	61
Ordinary contributions paid by employer	163	153
Ordinary contributions paid by employees	163	153
Transfer paid in / (paid out)	1,308	711
Return on plan assets excl. interest income	59	94
Fair value of plan assets, end of period	6,987	5,242

Past service costs include the impact of the changes of the conversion rate in the year 2024.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Employer's contributions expected to be made to the Swiss pension plan for the year ending 31 December 2026 are CHF 168 thousand. At the reporting date, the weighted average duration of the defined benefit obligation for the Swiss pension plan was 16.0 years (2024: 17.2 years).

Sensitivity to changes in assumption:

in CHF thousands	Discount rate		Future salary increase		Mortality assumptions
Change of assumptions as of 31.12.2025	+0.5%	-0.5%	+0.5%	-0.5%	+1 year	-1 year
Potential defined benefit obligation	6,998	8,023	7,477	7,477	7,574	7,380
(Decrease) / increase from actual defined benefit obligation	(479)	546	-	-	97	(97)
Change of assumptions as of 31.12.2024	+0.5%	-0.5%	+0.5%	-0.5%	+1 year	-1 year
Potential defined benefit obligation	5,699	6,520	6,088	6,076	6,149	6,015
(Decrease) / increase from actual defined benefit obligation	(383)	438	6	(6)	67	(67)

The French pension plan and the Swiss premium pension plan accounted for as defined contribution plans are funded through payments by employees and by the Group to funds administered by third parties. The Group's expenses for these plans were CHF 186 thousand (2024: CHF 119 thousand). No assets or liabilities are recognized in the Group's balance sheet in respect of such plans, apart from regular prepayments and accruals of the contributions withheld from employees' wages and salaries and of the Group's contributions.

11. SHARE-BASED PAYMENT

The Board of Directors approved as of 7 February 2025 a restricted stock unit plan for the Board of Directors (RSU Plan), a performance share unit plan for the members of the Executive Committee (PSU Plan) as well as a stock appreciation rights plan for its employees (SARs Plan). The company classifies its share-based payments as equity-settled awards. The costs of the equity-settled payment are recognized as an expense, together with a corresponding increase in equity (accumulated losses), over the relevant vesting period. The fair value of the instruments granted is calculated as of the grant date. The following section describes the plans, the grants for the reporting period and the prior year as well as the assumptions for the Black-Scholes-Merton valuation model used in determining the fair value of these awards.

RSU Plan:

Under the RSU Plan, the members of the Board of Directors will be eligible to be granted Restricted Share Units (RSUs). Members of the Board of Directors receive at least half of their fixed fees in RSUs, with the option to elect to be paid up to 100% of their fixed fee in RSUs. RSUs generally vest in the first calendar year following the year of grant. In such case, vesting shall occur on the first anniversary of the grant date. Following the vesting date, any delivered shares shall be blocked for two years, in which period the participant may not sell, pledge or otherwise dispose of his/her shares (subject to customary exceptions under the RSU Plan). In 2025, the Company granted 14,331 RSUs (2024: 0). The weighted average share price at grant date amounted to CHF 34.68, while the weighted average grant date fair value was CHF 30.34 per RSU.

RSUs	2025
Grant date	1 July 2025	1 April 2025
Number of RSUs	10,643	3,688
Share price	CHF 34.60	CHF 34.90
Expected term	1.0 year	1.0 year
DLOM	12.50%	12.50%
Fair value of a single RSU	CHF 30.28	CHF 30.54

Annual Report 2025 – BioVersys

Consolidated Financial Statements

PSU Plan:

Under the PSU Plan, the members of the Executive Committee will be eligible to be granted Performance Share Units (PSUs), with percentage targets differing by level. The PSU Plan will provide for certain targets for PSUs based on customary key performance indicators over a three-year vesting period. Vesting of 70% of the granted PSUs is based on the achievement of corporate goals across four categories "Research", "Development", "Financial & Operational", and "Environmental, Social & Governance (ESG)". Performance targets for each corporate goal are set for the one-year performance period by the Board of Directors. Vesting of 30% of the granted PSUs is based on the Company's Total Shareholder Return performance measured against SPI Extra Index and NASDAQ Biotechnology Index. This market condition is taken into account when estimating the fair value of the PSUs at grant date. In 2025, the Company granted 26,107 PSUs (2024: 0). The weighted average share price at grant date amounted to CHF 34.66, while the weighted average grant date fair value was CHF 36.74 per PSU.

PSUs	2025
Grant date	1 July 2025	1 April 2025
Number of PSUs	20,858	5,249
Share price	CHF 34.60	CHF 34.90
Expected term	3.0 years	3.0 years
Expected vesting factor	107%	107%
Fair value of a single PSU	CHF 36.68	CHF 36.99

SARs Plan:

Under the SARs Plan, all employees of the Company, excluding members of the Executive Committee, will be eligible to be granted Stock Appreciation Rights (SARs). The number of SARs awarded is based on the achievement of corporate goals and individual objectives. SARs are subject to a two-year vesting period. The exercise period begins at the end of the vesting period and ends seven years after the grant date. When exercising their SARs, employees receive shares in the amount of the difference between the grant price and the share price at the time of the exercise. The SARs plan is classified and accounted for as equity-settled share-based transactions with employees. In 2025, the Company granted 12,969 SARs (2024: 0).

SARs	2025
Grant date	1 April 2025
Number of SARs	12,969
Exercise price	CHF 17.75
Share price	CHF 35.78
Expected term	4.5 years
Volatility	38.45%
Risk-free rate	0.24%
Fair value of a single SAR	CHF 20.28

Employee stock option plan (ESOP):

The newly introduced plans (RSU, PSU and SARs) have replaced the stock option plan approved in March 2018, and no further grants will be made under the ESOP. Options granted under the previous plan remain outstanding, and in accordance with the plan's terms, participants are entitled to receive shares in the Company upon the vesting of their options. Beneficiaries of the plan were members of the Board of Directors, management, other employees and certain advisors providing services similar to the services provided by employees. Each option entitles its holder to purchase one common share of the Company at a pre-defined exercise price. The number of options granted to each participant was determined by the Board of Directors based on the participant's position and level of responsibility. Unless not specified otherwise, the options generally vest quarterly over three years. Options granted to members of the Board of Directors vest over one year. The expenses are recognized pro rata as per the graded vesting schedule starting generally from grant date until vesting date. In 2025, the Company granted 0 ESOPs (2024: 66,050).

Annual Report 2025 – BioVersys

Consolidated Financial Statements

ESOP	2024
Number of ESOP*	66,050
Share price	CHF 28.80
Fair value of options	CHF 24.19 to 24.63
Risk free interest rate	0.79% to 0.99%
Expected term	1.2 - 3.0 years
Expected volatility	60.0% to 69.0%
Dividend yield	-

thereof vested at grant date 48,065 options; quarterly vesting over 1 year 8,010 options; quarterly vesting over 3 years 9,975 options

The expected share price volatility of the Group (where applicable) for the option pricing model was determined based on the share price volatility of BioVersys since the listing to predict the share performance. The total expense recognized in the profit or loss for the year 2025 for SARs, PSUs and RSUs amounts to CHF 506 thousand (2024: CHF 0 thousand) and for the share options to CHF 157 thousand (2024: CHF 1,406 thousand).

The movements in the numbers of all issued ESOP, RSUs, PSUs and SARs are as follows:

ESOP	Number of Options	Weighted Average
		Exercise Price (CHF)	Range of Expiration Dates
Outstanding at 1 January 2024	86,551	5.06	1-10 years
Forfeited and cancelled during the year	-	-	n/a
Exercised	(4,835)	1.00	n/a
Granted during the year	66,050	1.00	10 years
Outstanding at 31 December 2024	147,766	3.38	1-10 years
Exercisable at 31 December 2024	131,834	3.66
Outstanding at 1 January 2025	147,766	3.38	1-10 years
Forfeited and cancelled during the year	(110)	1.00	n/a
Exercised	(24,531)	2.61	n/a
Granted during the year	-	-	n/a
Outstanding at 31 December 2025	123,125	3.53	1-10 years
Exercisable at 31 December 2025	118,528	3.63
RSU, PSU and SAR	RSU weighted average grant		PSU weighted average grant
---	---	---	---
	RSU	fair value	PSU
Outstanding at 1 January 2025	-	n/a	-
Granted during the year	14,331	CHF 30.34	26,107
Forfeited	-	n/a	-536
Outstanding at 31 December 2025	14,331	CHF 30.34	25,571
Thereof vested	-		-

Annual Report 2025 – BioVersys

Consolidated Financial Statements

CRV Agreement:

BioVersys settles a part of the amount owed to Clinical Research Venture Partner LLC (CRV) for clinical trial services provided by its affiliated entities to the Group in preferred shares of the Company. The arrangement represents equity-settled share-based payments. The cost of services provided, and the corresponding increase in equity (accumulated losses), are measured at the fair value of the services received based on their market price. For the year ended 31 December 2025 no services (2024: CHF 204 thousand) have been accumulated and recognized as expense with a corresponding booking to equity (accumulated losses). The expense is booked over the time as services are provided. During 2025 no conversion into preferred shares took place (2024: CHF 204 thousand). At year end 2025, the recognized amount in the accumulated losses for the CRV contract is CHF 0 thousand (2024: CHF 0 thousand).

12. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist primarily of cash balances held at banks and short-term deposits with original maturities of three months or less in the following currencies:

in CHF thousands	2025	2024
Cash	76,922	9,965
Short-term deposits	5,583	16,654
Total	82,505	26,619
By currency	2025	2024
---	---	---
Swiss Franc	69,704	13,866
Euro	8,083	4,848
US Dollar	626	2,182
Renminbi	4,083	5,285
Other	9	438
Total	82,505	26,619

13. CURRENT FINANCIAL ASSETS

Current financial assets consist of short-term deposits with original maturities of more than 3 months. The following current financial assets are recognized and measured subsequently at amortized costs.

in CHF thousands	2025	2024
Short-term deposits	-	6,000
Total	-	6,000

Short-term deposits are denominated in Swiss Franc.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

14. FINANCIAL LIABILITIES

in CHF thousands	EIB loan	Covid-19 bank loans	Warrants	Lease liability	Put option redemption liability	Total financial liabilities
Balance at 1 January 2024	12,617	2,959	1,532	354	-	17,462
Borrowings / increase	-	-	-	220	5,113	5,333
Repayment	-	(30)	-	(221)	(5,176)	(5,427)
Interest accrued	838	176	-	7	-	1,021
Interest paid	-	(62)	-	(7)	-	(69)
Fair value measurement	-	-	(431)	-	-	(431)
Currency translation	114	-	-	-	63	177
Balance at 31 December 2024	13,569	3,043	1,101	353	-	18,066
Thereof current	-	2,983	1,101	221	-	4,305
Thereof non-current	13,569	60	-	132	-	13,761
Balance at 1 January 2025	13,569	3,043	1,101	353	-	18,066
Borrowings / increase	6,926	-	-	289	-	7,215
Repayment / decrease	-	(4,030)	-	(226)	-	(4,256)
Interest accrued	933	121	-	9	-	1,063
Interest paid	-	(19)	-	(9)	-	(28)
Fair value measurement	-	-	(182)	-	-	(182)
Amortized cost adjustment	-	945	-	-	-	945
Currency translation	(175)	-	-	-	-	(175)
Balance at 31 December 2025	21,253	60	919	416	-	22,648
Thereof current	-	30	919	259	-	1,208
Thereof non-current	21,253	30	-	157	-	21,440

On September 23, 2024, the Company issued a put option ("NCI Put Option") to the non-controlling interest holder of BioVersys China, the investment firm Guangzhou Sino-Israel Bio-Industry Investment Fund 2 LLP ("GIBF"), providing them with the option to contribute its interest of 40% in BioVersys China to the Company in exchange for Shares at a fixed exercise price per share. The conversion amount upon exercise is denominated in RMB and therefore, the ultimate number of Shares to be issued was impacted by the RMB/CHF foreign exchange volatility. The NCI Put Option could be exercised at any time following the lapse of the contractually agreed lockup period of 24 months or within 30 days of an exit event, such as an IPO of the Company. The Company simultaneously held a call option ("Call Option") to require GIBF to contribute its interest of 40% in BioVersys China to the Company in exchange for Shares at a fixed exercise price per share. The Call Option was entered into on the same date as the NCI Put Option and had the same pricing conditions as the NCI Put Option. The Call Option could be exercised any time after three months following the closing of the agreement. The Company exercised the Call Option in December 2024.

The combination Call Option/NCI Put Option has been accounted for as a financial liability equivalent to the present value of the redemption amount upon exercise of the NCI Put Option. Any changes to this financial liability were recognized through profit or loss. As the Company had beneficial ownership of the non-controlling interests, these have been considered acquired as of September 23, 2024. The option exercise has been completed on December 23, 2024, and the non-controlling interest holder received 161,737 preference shares in the Company in exchange for its interest of 40% in BioVersys China.

Annual Report 2025 - BioVersys

Consolidated Financial Statements

In April 2022 BioVersys AG received from the Basler Kantonalbank a subordinated loan of CHF 4.0 million in connection with the COVID-19 Start-up-warranty ordinance of the canton of Basel-Stadt (SG 819.872). 90% of the nominal amount received is guaranteed by the Canton of Basel-Stadt and 10% by two individuals (5% each). The bank loan was initially recognized at fair value which represents the present value of the expected cash flows using a market-interest rate of 4.3%. From 1 April 2025, the loan bore an interest rate of 0.25% on its nominal amount, compared with 1.50% previously and 0.00% until 15 December 2023. The increase of the interest rate resulted in an effective interest rate of 4.9%. The loan is subsequently measured at amortized costs. The loan was due on 29 February 2032 or earlier in the case of a corporate transaction (such as a change of control or an IPO). Following the listing of BioVersys AG as of 7 February 2025, the Company revised the best estimate of payments and adjusted the carrying amount of amortized cost of the BKB loan as the present value of the estimated future contractual cash flows. The adjustment of CHF 0.9 million has been recognized in profit or loss as finance expense (see Note 6d). With the lock-up period for the pre-IPO shareholders expiring on 7 August 2025, the BKB loan of CHF 4.0 million became due for repayment. This repayment was completed on 11 August 2025.

As compensation for the surety and bank guarantee, the Company granted warrants to the guarantors mentioned above, which allow them to subscribe to 145,666 of the Company's preferred shares (refer to note 15.b) at a fixed price of CHF 27.46 at any time during the term of the loan. Furthermore, in the case of no corporate transaction prior to 8 December 2031, the holders of the warrants have a right to request cash settlement of the warrants at their fair value. Due to this fact, the warrant agreements are classified as liability, initially recognized at fair value and subsequently measured at fair value through profit or loss. The fair value is determined by using the Black-Scholes-Merton option valuation model. The valuation contains inputs which are not based on observable market data and therefore represent unobservable inputs (level 3).

The following table illustrates the assumptions for the Black-Scholes-Merton option valuation model used in determining the fair value of the warrants:

	31 December 2025	31 December 2024
Share price	CHF 24.40	CHF 32.00
Fair value of warrants	CHF 6.31	CHF 7.56
Risk free interest rate	0.29%	0.12% to 0.18%
Expected term	2.57 years	1.23 years
Expected volatility	51.58%	61.92%

Sensitivity to changes in assumptions:

in CHF thousands	Expected term		Expected volatility
Change of assumptions as of 31.12.2025	- 0.5 years	+ 0.5 years	-5%	+5%
Total Fair Value of warrants	762	1,061	819	1,017
(Decrease) / increase from Fair Value of warrants	(156)	142	(100)	98
Change of assumptions as of 31.12.2024	- 0.5 years	+ 0.5 years	-5%	+5%
Total Fair Value of warrants	763	1,319	1,040	1,162
(Decrease) / increase from Fair Value of warrants	(339)	218	(61)	61

To secure liquidity, the Group has drawn down in the year 2021 a COVID-19 bank loan from the Zürcher Kantonalbank. The Covid-19 loan was interest-free until March 2023, bore interest at 1.50% from April 2023 to March 2025, and at 0.25% from April 2025 onward. The term of this loan is until September 2027 with a semi-annual repayment component. As long as the COVID-19 loan in Switzerland has not been fully repaid, BioVersys AG may not distribute dividends and may not make any repayments of capital contributions. In addition, there are further restrictions regarding the granting and repayment of loans to affiliated companies and shareholders.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

In March 2021 BioVersys AG agreed on a loan agreement with the European Investment Bank (EIB) for in total up to EUR 20.0 million which consists of three tranches. On 7 April 2025, the Company agreed with the European Investment Bank to subordinate claims under the existing loan agreement, including principal and interest, to other unsecured creditors in accordance with Article 725b of the Swiss Code of Obligations. The subordination is conditional upon the Group's financial position and results in a deferral of repayment for the duration of the subordination. The first tranche of EUR 5.0 million was drawn down on 20 August 2021 with an interest rate of 6.75 % and a maturity date of 20 August 2027. The second tranche of EUR 7.5 million was drawn down on 13 July 2023 with an interest rate of 6.50 % and a maturity date of 13 July 2029. The related interest expenses are accrued over the terms and become due at maturity date. The third tranche of EUR 7.5 million was disbursed on 4 December 2025. An interest rate of 6.00% per annum applies, and the maturity date is set as for 4 December 2031. From 27 July 2024 to 4 December 2025, a commitment fee of 1% per annum on the undrawn and uncancelled portion of the EIB facility was payable, which was recognized as transaction costs for the third tranche. Refer also to note 17 commitments and contingencies regarding the royalty agreement with EIB in connection with this loan.

The lease liabilities relate to the lease of the facility in Switzerland. Refer also to note 8 right-of-use asset.

15. EQUITY

a. Share capital

	number of shares		in CHF thousands
	Common shares	Preferred shares	Share capital
Balance at 1 January 2024	323,819	2,735,423	3,059
Issuance of shares	4,835	628,208	633
Balance at 31 December 2024	328,654	3,363,631	3,692
Balance at 1 January 2025	328,654	3,363,631	3,692
Conversion preferred to common shares	3,363,631	(3,363,631)	-
Issuance of shares	2,155,726	-	2,156
Balance at 31 December 2025	5,848,011	-	5,848

As of 1 January 2024, the Company had 3,059,242 shares outstanding with a nominal value of CHF 3,059 thousand. These shares are divided into 323,819 common shares with a nominal value of CHF 1 each and 2,735,423 preferred shares with a nominal value of CHF 1 each. The holders of preferred shares possessed priority over the holders of common shares in the event of liquidation of the Company. Furthermore, there was an anti-dilution adjustment for the holders of preferred shares. These preferences didn't have any impact on the earnings / loss per share disclosed in note 20.

On 31 May 2024, the Company registered in the commercial register 397,948 preferred shares with a nominal value of CHF 1 per share in exchange for cash. The gross cash proceeds were CHF 12,734 thousand and the excess of CHF 12,336 thousand above nominal value was allocated to share premium.

As of 13 June 2024, 4,193 preferred shares with a nominal value of CHF 1 per share have been issued by converting the credits of CRV into equity. The CRV agreement is classified as equity-settled share-based payments (see also Note 11). At the time of the capital increase, services in the amount of CHF 126 thousand have been accumulated and converted into equity. The excess of CHF 122 thousand was allocated to share premium. In addition to the CRV conversion, the Company issued as of 13 June 2024 61,739 preferred shares with a nominal value of CHF 1 per share in exchange for cash. The gross cash proceeds were CHF 1,976 thousand and the excess of CHF 1,914 thousand above nominal value was allocated to share premium.

On 18 December 2024, 2,591 preferred shares with a nominal value of CHF 1 per share have been issued by converting the credits of CRV into equity. The CRV agreement is classified as equity-settled share-based payments (see also Note 11). At the time of the capital increase, services in the amount of CHF 78 thousand have been accumulated and converted into equity. The excess of CHF 75 thousand was allocated to share premium. During 2024 4,835 share options to receive common shares of BioVersys AG were exercised by employees or board members. The capital increase of CHF 5 thousand was completed at par.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

As of December 23, 2024, the Company issued 161,737 preferred shares with a nominal value of CHF 1 per share, as consideration for the 40% interest in BioVersys China, contributed as contribution in kind. The contribution value per preferred share amounted to CHF 5,176 thousand and the excess of CHF 5,014 thousand above nominal value was allocated to share premium.

BioVersys AG was listed on the SIX Swiss Exchange on 7 February 2025. The company issued on 6 February 2025 2,083,333 new registered shares with a nominal value of CHF 1 per share by capital increase within the capital band. The share price was CHF 36, resulting in total gross proceeds of CHF 75,000 thousand. At the time of the IPO, all previously existing preferred shares were converted into common shares. As part of the IPO the Company has granted the Joint Global Coordinators an over-allotment option of up to 138,888 shares. This option has been partially exercised following end of stabilization period. The company issued 47,862 new registered shares on 17 March 2025 with a nominal value of CHF 1 per share by capital increase within the capital band. The share price was CHF 36, which resulted in the Company receiving CHF 1,723 thousand. The total number of new shares issued by BioVersys in connection with its IPO amounted to 2,131,195.

As of 31 December 2025, the Company had 5,848,011 registered shares outstanding for CHF 5,848 thousand, each with a nominal value of CHF 1. During the year 2025, 24,531 share options of BioVersys AG were exercised but have been registered in the commercial register in January 2026. As a result, the commercial register shows a total of 5,823,480 registered shares as of 31 December 2025. The gross cash proceeds from the exercise of share options in the year 2025 amounted to CHF 64 thousand and the excess of CHF 39 thousand above nominal value was allocated to share premium.

b. Transaction costs

In the year 2025, total equity transaction costs related to the capital increases on 6 February and on 17 March 2025 amounted to CHF 6,486 thousand. Prior year equity transaction costs amounted to CHF 836 thousand and were mainly related to capital increases in the year 2024 (CHF 542 thousand) but partially associated with the capital increase on 6 February 2025 (CHF 294 thousand). From the transaction costs recorded in 2025, only CHF 6,938 thousand (2024: CHF 383 thousand) were paid during the reporting period.

c. Conditional share capital

As of 31 December 2025, the Company has conditional share capital pursuant to which the share capital may be increased by a maximum amount of CHF 575 thousand through the issue of a maximum of 575,469 registered common shares. This conditional share capital is exclusively reserved for the exercise of option rights which are granted to employees, board members and advisors providing similar services.

Furthermore, as of 31 December 2025 the Company has conditional share capital pursuant to which the share capital may be increased by a maximum amount of CHF 2,139 thousand through the issue of a maximum of 2,139,276 registered shares. This conditional share capital is reserved for financing, acquisitions and other purposes.

Additionally, as of 31 December 2025 the Company has conditional share capital pursuant to which the share capital may be increased by a maximum amount of CHF 146 thousand through the issue of a maximum of 145,666 registered preferred shares. This conditional share capital is exclusively reserved for the exercise of option rights granted to the guarantors of the loan in connection with the COVID-19 Start-up-warranty ordinance of the canton of Basel-Stadt (SG 819.872) and a respective warranty agreement with those guarantors.

Furthermore, the share capital of the Company may be increased by an amount of no more than CHF 27 thousand through the issue of no more than 26,798 new registered preferred shares with a nominal value of CHF 1 each, to be fully paid up. The increase of the share capital shall occur by virtue of the exercise of options rights granted to Clinical Research Venture Partners LLC in connection with a respective CRV Investment Agreement.

d. Capital Range

The Company has a capital range ranging from CHF 2,911,740 (lower limit) to CHF 8,735,220 (upper limit). The board is authorized within the capital range to increase the share capital once or several times and in any amounts, until 27 June 2030 or until an earlier expiry of the capital range.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

16. OTHER CURRENT LIABILITIES AND ACCRUED EXPENSES

| Other current liabilities
in CHF thousands | 2025 | 2024 |
| --- | --- | --- |
| Contract liability | 1,200 | - |
| Prepayments grant income | 985 | 1,149 |
| Other payables | 161 | 67 |
| Total other current liabilities | 2,346 | 1,216 |

Payments received from collaboration agreements in excess of revenue recognized are recorded as contract liability. The position prepayments grant income includes cash already received for future R&D activities.

Other payables comprise mainly payroll related liabilities / outstanding social securities.

| Accrued expenses
in CHF thousands | 2025 | 2024 |
| --- | --- | --- |
| Payroll related accrual | 964 | 703 |
| Accrued R&D expense | 1,512 | 1,088 |
| Accrued G&A expense | 396 | 1,655 |
| Total accrued expenses | 2,872 | 3,446 |

17. COMMITMENTS AND CONTINGENCIES

On 27 February 2019, the Group entered into a worldwide, royalty-bearing, sublicense agreement with EXBAQ relating to BV100. The Group shall pay development and commercial milestones depending on the project progress. Furthermore, the Group is obligated to pay royalties of mid-single-digit percentage on net sales of licensed products or Rifabutin formulations in countries with a valid USC/EXBAQ claim. For the year 2025, the Group paid an annual minimum royalty of CHF 4 thousand (2024: CHF 4 thousand). Due to the uncertainties regarding the regulatory approval and/or the realization of future revenues for those projects, the Group didn't recognize any asset or liability related to this sublicense agreement in these consolidated financial statements.

The Group agreed on a loan agreement in 2021 with EIB (see Note 14). EIB and BioVersys have agreed that BioVersys shall pay a royalty fee as part of the Bank's compensation package in exchange for EIB providing the loan, being a variable compensation element under the loan agreement. BioVersys shall pay to EIB after each financial year during the royalty calculation period (10 years starting from the first payment date following the commercialization), a low single-digit percentage royalty fee determined for that financial year, based on the net sales of the projects BV100 and alpibectir. The percentage for calculating the royalties is decreasing with higher sales volume. The agreement includes a royalty buyout fee in case of a voluntary or mandatory repayment of the outstanding loan. At the reporting date no repayment of the outstanding loan amount is planned and the Group estimates the likelihood of a mandatory repayment as low. The Group didn't recognize any asset or liability related to this royalty agreement in these consolidated financial statements.

On 22 May 2023, the Group signed a license agreement with SATT NORD, acting as an agent of the University of Lille, relating to the project alpibectir. SATT NORD agreed to assign all rights to the patents to BioVersys. BioVersys is obligated to pay royalties of below one percent on net sales and low mid-single-digit percentage on sublicense income for alpibectir invoiced by BioVersys. Due to the uncertainties regarding the regulatory approval and/or the realization of future revenues for the project alpibectir, the Group didn't recognize any asset or liability related to this agreement in these consolidated financial statements.

The Group has entered into an asset purchase agreement dated as of 29 March 2019 with Melinta Therapeutics Inc. for intellectual property regarding the project BV300. Based on the agreement the Group shall pay commercial milestones of up to USD 30 million upon reaching certain aggregated sales thresholds. Due to the uncertainties whether the project BV300 will be continued, the Group didn't recognize any asset or liability related to this agreement in these consolidated financial statements.

CF AMR Syndicate awarded the Group on 22 May 2024 with funding to support the project addressing resistant non-tubercular mycobacteria (NTM) lung infections in people with cystic fibrosis. BioVersys is obligated to make a one-time milestone payment of five times the total funding amount in case the cumulative sales milestone has been achieved. Due to the uncertainties regarding regulatory approval and/or the realization of future revenues for project BV500, the Group didn't recognize any asset or liability related to this agreement in these consolidated financial statements.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

On 10 November 2025, the Company entered into a Clinical Project Collaboration Agreement with the National University of Singapore (NUS), acting through the Advancing Clinical Evidence in Infectious Diseases network, for the conduct of a Phase IIb clinical trial of BV100 in Asia. The Phase 2b study benefits from a contribution from Wellcome to NUS which significantly reduces the financial costs of BV. In consideration of contributions from NUS to the study, the Company shall share with NUS a portion of the revenue generated from the future commercialization or other exploitation of the product under certain terms and conditions. The specific terms and conditions of such revenue sharing agreement are to be negotiated in good faith at a later date.

18. RELATED PARTY DISCLOSURES

Key management, including the Board of Directors and the Executive Management compensation were:

in CHF thousands	2025	2024
Salaries and other short-term employee benefits	1,950	1,391
Pension	133	113
Share-based payments	507	1,507
Total	2,590	3,011

Short-term employee benefits comprise of salaries, bonuses, social security and expense allowance.

19. FINANCIAL RISK MANAGEMENT/ FINANCIAL INSTRUMENTS

19.1 Overview

BioVersys is a clinical stage biotech group and focusing on researching and developing next-generation antimicrobial drugs for multidrug resistant bacterial infections. Linked to these activities and its current setup, the Group is exposed to certain financial risks, mainly liquidity risk and interest rate risk. To a smaller extent the Group is also impacted by the foreign exchange rate risk. Since the Group has no revenue from products yet, it is dependent on external financing, hence the focus of the Group's financial risk management lies on securing the liquidity to finance its R&D activities and consequently invest its cash only in highly liquid instruments and deposit it only with highly rated financial institutions.

The Group's principal financial instruments are short-term bank deposits and short- and long-term bank loans, lease liabilities, receivables, other financial assets and liabilities and cash and cash equivalents.

19.2 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Liquidity management is performed by the Group finance department based on cash flow forecasts which are prepared on a rolling basis and focus mainly on ensuring that the Group has sufficient cash to meet its operational needs. The Group's liquidity needs have been historically satisfied by raising capital through financing rounds with external investors and by receiving research grants.

The following table summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments:

Liquidity risk

in CHF thousands	31.12.2025	Less than one year	Over one year	31.12.2024	Less than one year	Over one year
Financial liabilities	27,443	289	27,154	22,786	4,251	18,535
Trade payables	2,470	2,470	-	706	706	-
Other current liabilities (excl. prepayments from grants)	161	161	-	67	67	-
Accrued expenses	1,908	1,908	-	2,743	2,743	-
Total	31,982	4,828	27,154	26,302	7,767	18,535

Annual Report 2025 – BioVersys

Consolidated Financial Statements

19.3 Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As described in note 14, the Group has drawn down three tranches from the EIB bank loan with fixed interest rates of 6.75%, 6.50% and 6.00% respectively and maturity dates August 2027, July 2029 and December 2031 respectively. Consequently, there is no immediate interest rate change risk related to these financial instruments. The subordinated loan of CHF 4.0 million from the Basler Kantonalbank was repaid in August 2025. Any investments in marketable, fixed-income instruments are short-term and are expected to be held to maturity, therefore not bearing any material interest rate risk. Other financial instruments of the Group are not bearing interest and are therefore not subject to interest rate risk. The Group does not enter into derivatives to hedge interest rate risks.

19.4 Foreign currency risk

The Group has foreign currency exposures due to the business transactions between its subsidiaries. Additional foreign currency exposure arises on the above-mentioned EIB loan since the loan is denominated in EUR and the functional currency of BioVersys AG is CHF. Some cash and cash equivalents, receivables, current financial assets, trade payables and other financial liabilities are denominated in currencies other than the functional currency of the operations and therefore bear foreign currency risks. The Group does not enter into derivative transactions to hedge the foreign currency risk.

The following table demonstrates the sensitivity of possible changes in the EUR, USD and CNY exchange rate on the Group's net loss for the period and on equity.

in CHF thousands	2025		2024
Change in rate	Impact on net loss for the period	Impact on equity	Impact on net loss for the period	Impact on equity
+5% EUR	(659)	(659)	(436)	(436)
-5% EUR	659	659	436	436
+5% USD	31	31	109	109
-5% USD	(31)	(31)	(109)	(109)
+5% CNY	204	204	264	264
-5% CNY	(204)	(204)	(264)	(264)

19.5 Credit risk

As of 31 December 2025, there is no material credit risk to the Group. The maximum exposure is the carrying amount of cash, current financial assets, prepayments and receivables. Cash and cash equivalents and current financial assets are held with financial institutions with at a minimum A ratings (Standard & Poor's long-term credit rating). There is no concentration of credit risk within the Group.

19.6 Capital management

The Group defines the capital that it manages as the sum of interest-bearing liabilities and equity. One of the main goals of the Group's capital management is to raise funds to ensure that there is enough liquidity to carry on the Group's operation, and also to ensure that the Group is not entering into an unfavorable going concern situation. Since its incorporation, the Group has primarily funded its activities through equity capital increases, loans and non-dilutive grants.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

19.7 Categories of financial instruments and fair value disclosures

Except for the warrants, all financial assets and liabilities are accounted for at amortized cost. The warrants are measured at fair value through profit or loss. The following table shows the carrying amounts of financial assets and liabilities:

| Financial assets
in CHF thousands | 2025 | 2024 |
| --- | --- | --- |
| Other receivables | 904 | 28 |
| Current financial assets | - | 6,000 |
| Cash and cash equivalents | 82,506 | 26,619 |
| Total | 83,410 | 32,647 |
| Financial liabilities
in CHF thousands | 2025 | 2024 |
| --- | --- | --- |
| Financial liabilities | 22,649 | 18,066 |
| Trade payables | 2,470 | 706 |
| Other current liabilities (excl. prepayments from grants) | 161 | 67 |
| Accrued expenses | 1,908 | 2,743 |
| Total | 27,188 | 21,582 |

Due to their short-term nature, the carrying value of cash and cash equivalents, restricted funds, current financial assets, other receivables, trade and other payables and accrued expenses approximates their fair value. The financial liabilities consist of the EIB loan, Covid-19 loans, Warrants and lease liabilities. The fair value of the EIB loan CHF 21,253 thousand (level 2) and of the Covid-19 loan CHF 60 thousand (level 2) represents the nominal value including any accrued interest expenses. The warrants CHF 919 thousand (level 3) are measured at fair value and therefore there is no difference to the carrying amount.

20. EARNINGS / LOSS PER SHARE

Since the Group has net loss for all periods presented, basic net loss per share is the same as diluted net loss per share. We have excluded from our calculation of diluted loss per share all potentially dilutive securities, as these awards would have been anti-dilutive.

in CHF thousands	2025	2024
Net loss for the period	(21,830)	(18,719)
Loss per share
Basic and diluted loss for the period - in CHF	(3.89)	(5.62)
Weighted-average number of shares used to compute loss per share basic and diluted	5,614,793	3,332,340

Potentially dilutive securities that were not included in the diluted per share calculations as they would be anti-dilutive were as follows:

Number of outstanding instruments from incentive plans and warrants	2025	2024
Options	123,125	147,766
RSUs	14,331	-
PSUs*	25,571	-
SARs*	12,304	-
Warrants	145,666	145,666

The ultimate number of shares to be allocated to plan participants at vesting/exercise date is dependent on the achievement of performance conditions and the development of the Company's share price. Further details of PSUs are disclosed in Note 11.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

21. SUBSEQUENT EVENTS

On 8 January 2026, the Company registered a capital increase from conditional share capital for share options exercised in 2025 in the commercial register. 24,531 registered shares at CHF 1.00 were issued, bringing the total registered shares to 5,848,011.

There were no other material subsequent events to report and no events out of the ordinary course of business.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Shape the future with confidence

Ernst & Young Ltd
Aeschengraben 27
P.O. Box
CH-4002 Basel

Phone: +41 58 286 86 86 www.ey.com/en_ch

To the General Meeting of BioVersys Ltd, Basel

Basel, 17 March 2026

Report of the statutory auditor

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of BioVersys Ltd and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss, the consolidated statement of comprehensive income or loss, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements (pages 37 to 65) give a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with Swiss law.

Basis for opinion

We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of the Group in accordance with the provisions of Swiss law, together with the requirements of the Swiss audit profession that are relevant to audits of the financial statements of public interest entities, as well as those of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Shape the future with confidence

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the consolidated financial statements.

Revenue recognition from research collaboration and license option agreement

Area of Focus

The Group entered into a research collaboration and license option agreement that resulted in the recognition of revenue. The agreement includes upfront consideration and requires judgement in applying IFRS 15, in particular in identifying the goods and services, assessing whether those components are distinct, and determining the appropriate pattern of revenue recognition over the collaboration period. The collaboration phase may extend over multiple reporting periods, with revenue recognized when (or as) the performance obligation is satisfied. Due to judgement involved, which can have a material effect on the timing and amount of revenue recognized, we considered this part of revenue recognition as a key element for our audit. Accounting policies for recognizing revenue are disclosed in notes 3b and 6a to the consolidated financial statements.

Our audit response

Our audit procedures included, among others, evaluating the terms of the collaboration agreement and management's accounting assessment by reference to the requirements of IFRS 15. We assessed management's identification of the performance obligation and the related revenue recognition pattern over the collaboration period. We tested revenue recognized in the year by agreeing recorded amounts to the underlying contract and invoices, tracing cash receipts to supporting documentation, and recalculating the allocation and release of upfront consideration over the period as determined by management. We also assessed whether the related disclosures appropriately describe the significant judgements applied in accounting for this arrangement. Our audit procedures did not lead to any reservations concerning the recognition and measurement of revenue from research collaboration and license option agreement.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Shape the future with confidence

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements, the stand-alone financial statements, the compensation report and our auditor's reports thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Board of Directors' responsibilities for the consolidated financial statements

The Board of Directors is responsible for the preparation of the consolidated financial statements, which give a true and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law, ISA and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse's website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

Annual Report 2025 – BioVersys

Consolidated Financial Statements

Shape the future with confidence

Report on other legal and regulatory requirements

In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

Ernst & Young Ltd

René Buchmann (Qualified Signature)

Licensed audit expert (Auditor in charge)

Adrian Hottiger (Qualified Signature)

Licensed audit expert

Annual Report 2025 – BioVersys

FINANCIAL REPORT 2025

FINANCIAL STATEMENTS BIOVERSYS AG

Financial Statements BioVersys AG

Balance sheet as at 31 December 2025

in CHF thousands	31.12.2025	31.12.2024
Cash and current financial assets	77'695	26'846
Accounts receivable	94	-
Other accounts receivable	1'184	475
Prepaid expenses to third parties	723	273
Prepaid expenses to affiliated companies	3'304	78
Current assets	83'000	27'672
Participations	5'191	5'191
Property, plant, equipment	234	190
Intangible assets	2'093	1'510
Non-current assets	7'518	6'891
ASSETS	90'518	34'563
Accounts payable to third parties	1'145	269
Accounts payable to affiliated companies	181	16
Other current liabilities	2'303	1'183
Accrued expenses from third parties	2'359	3'106
Current financial liabilities	30	4'030
Current liabilities	6'018	8'604
Non-current financial liabilities	21'382	13'629
Provisions	1'352	1'176
Non-current liabilities	22'734	14'805
Liabilities	28'752	23'409
Share capital	5'848	3'692
Reserves from capital contributions	156'548	87'398
Other capital reserves	6'141	-
Statutory capital reserves	162'689	87'398
Loss carried forward	(79'936)	(65'563)
Annual loss	(26'835)	(14'373)
Accumulated losses	(106'771)	(79'936)
Shareholders' equity	61'766	11'154
LIABILITIES AND SHAREHOLDERS' EQUITY	90'518	34'563

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Income Statement

in CHF thousands	2025	2024
Revenue	800	-
Other operating income	1'099	443
Operating income	1'899	443
Cost of materials	(439)	(221)
Research and development expenses	(12'514)	(9'991)
Personnel expenses	(4'734)	(3'753)
Other operating expenses	(4'432)	(4'073)
Depreciation and amortisation of assets	(118)	(107)
Operating expenses	(22'237)	(18'145)
Operating result before financial result and taxes	(20'338)	(17'702)
Financial income	799	3'755
Financial expenses	(6'465)	(914)
Net foreign exchange loss	(62)	504
Operating result before taxes	(26'066)	(14'357)
Extraordinary, one-off or out-of-period expenditure and income	-	(5)
Taxes	(769)	(11)
Annual loss	(26'835)	(14'373)

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Notes to the Financial Statements

1. ACCOUNTING PRINCIPLES

1.1. General Information

The financial statements of BioVersys AG, Hochbergerstrasse 60c, 4057 Basel, were prepared in accordance with the provisions of Swiss law, in particular the article on commercial bookkeeping and accounting of the Swiss Code of Obligations (Art. 957ff.).

1.2. Current assets

Current assets are measured at nominal value, except short-term government bonds, which are measured at market value. Items in foreign currencies are converted into CHF using the closing rate of the Swiss Federal Tax Administration.

1.3. Property, plant, equipment

Property, plant, equipment are measured at historical cost less accumulated depreciation and impairment losses. The depreciation period is based on the approaches of the Swiss Federal Tax Administration.

1.4. Intangible assets

Intangible assets are measured at historical cost less accumulated depreciation and impairment losses. Commercially relevant patents are not regularly depreciated but are reviewed for possible impairment losses on a yearly basis. Patents used for competitor lockout are depreciated according to their remaining term.

1.5. Current liabilities

Current liabilities are measured at nominal value. Items in foreign currencies are converted into CHF using the closing rate of the Swiss Federal Tax Administration.

2. INFORMATION ON INCOME STATEMENT AND BALANCE SHEET ITEMS

2.1. Revenue

For the year ended 31 December 2025, the company recognized revenue, amounting to CHF 800 thousand, relating to the Research Collaboration Agreement with Shionogi & Co., Ltd (2024: CHF 0 thousand).

2.2. Other operating expenses

in CHF thousands	2025	2024
Legal and other consultancy expenses	(2'890)	(3'160)
Rent expenses	(240)	(233)
Other expenses	(1'302)	(680)
Total other operating expenses	(4'432)	(4'073)

2.3. Extraordinary, one-off or out-of-period positions of the income statement

in CHF thousands	2025	2024
Out-of-period expenditure for VAT liabilities	-	(5)
Total out-of-period expenditure	-	(5)

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

2.4. Cash and current financial assets

in CHF thousands	2025	2024
Bank accounts	72'112	4'192
Short-term deposits	5'583	22'654
Total cash and current financial assets	77'695	26'846

A pledge of EUR 50'000 has been provided to UBS as collateral in connection with an outstanding bank guarantee.

2.5. Essential participations

Company	Registered	Currency	Activity	Nominal Capital	Ownership/voting shares
BioVersys SAS	France	EUR	R&D	EUR 10,000	100%
BioVersys USA Inc.	USA	USD	dormant	USD 0.50	100%
Guangzhou BioVersys Pharmaceutical Co., Ltd.	China	CNY	R&D	CNY 50,000	100%

2.6. Financial liabilities

in CHF thousands	2025	2024
ZKB	60	90
BKB	-	4'000
European Investment Bank	21'352	13'569
Total financial liabilities	21'412	17'659

2.7. Financial liabilities by maturity

in CHF thousands	2025	2024
up to one year (current)	30	4'030
one to five years (non-current)	14'373	13'629
more than five years (non-current)	7'009	-
Total financial liabilities	21'412	17'659

2.8. COVID-19 bank loan

To secure liquidity, BioVersys AG has drawdown two COVID-19 bank loans. In the year 2021 BioVersys has entered into a guaranteed COVID-19 bank loan which runs until September 2027 with a semi-annual repayment component. The balance as of 31 December 2025 is CHF 60'141. The Covid-19 loan was interest-free until March 2023, bore interest at 1.50% from April 2023 to March 2025, and at 0.25% from April 2025 onward. The interest conditions can be adjusted to market developments as of 31 March each year, for the first time as of 31 March 2021, based on the requirements of the Federal Department of Finance.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

2.9. Share capital

Conditional share capital

Capital Range

Capital increase on 7 February and 17 March 2025

Capital increase on 23 December 2024

Capital increase on 18 December 2024

On 18 December 2024, 2,591 preferred shares with a nominal value of CHF 1 per share have been issued by converting the credits of CRV into equity. The CRV agreement is classified as equity-settled share-based payments. At the time of the capital increase, services in the amount of CHF 78 thousand have been accumulated and converted into equity. The excess of CHF 75 thousand was allocated to share premium. During 2024 4,835 share options to receive common shares of BioVersys AG were exercised by employees or board members. The capital increase of CHF 5 thousand was completed at par.

Capital increase on 13 June 2024

As of 13 June 2024, 4,193 preferred shares with a nominal value of CHF 1 per share have been issued by converting the credits of CRV into equity. The CRV agreement is classified as equity-settled share-based payments. At the time of the capital increase, services in the amount of CHF 126 thousand have been accumulated and converted into equity. The excess of CHF 122 thousand was allocated to share premium. In addition to the CRV conversion, the Company issued as of 13 June 2024 61,739 preferred shares with a nominal value of CHF 1 per share in exchange for cash. The gross cash proceeds were CHF 1,976 thousand and the excess of CHF 1,914 thousand above nominal value was allocated to share premium.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Capital increase on 31 May 2024

Statutory capital reserves

The Swiss Federal Tax Administration formally confirmed the increase in the reserves from capital contributions to a total amount of CHF 68'773 thousand as at 31 December 2023 on 7 February 2025.

The formal confirmations from the federal tax administration on the increase over CHF 87'775 thousand for the fiscal years 2024 and 2025 for the reserves from capital contributions are not on-hand. Based on the assessment of the uncertainties that are associated with the reserves, the effective amount may deviate from the reported amount.

3. OTHER INFORMATION

3.1. Full-time equivalents

The annual average number of full-time equivalents for the reporting year, as well as the previous year, did not exceed 50.

3.2. Liabilities to retirement funds

in CHF thousands	2025	2024
Liabilities to retirement funds	1	21
Total liabilities to retirement funds	1	21

3.3. Participatory rights granted to members of the board of directors/management and employees

Granted to board of directors/management

in CHF thousands	Quantity	2025		2024
		Value	Quantity	Value
Options	-	-	59'275	-
RSU	14'331	435	-	-
PSU	26'107	960	-	-

Granted to employees

in CHF thousands	Quantity	2025		2024
		Value	Quantity	Value
Options	-	-	6'375	-
SAR	12'969	263	-	-

Following the listing, the value of share-based payments is shown in accordance with IFRS 2 at grant. Such values are theoretical values and do not reflect income tax values and do also take into consideration certain vesting provisions.

For the valuation of the in the 2024 fiscal year granted options to participatory rights a formula value of CHF 1.00 for each option was assigned, according to the tax ruling from 2 July 2021 (approved by the tax administration Basel-Stadt on 20 July 2021), minus the agreed upon exercise price of CHF 1.00 each resulting in a valuation of CHF 0.00. In the prior year the valuation was based on the same formula value of CHF 1.00 for each option minus the agreed upon exercise price of CHF 1.00 each, resulting in a valuation of CHF 0.00.

3.4. Information about the going concern

With the cash and cash equivalents as of 31 December 2025, the Company is able to finance its operations well beyond the next 12 calendar months and thus the financial statements have been prepared under the going concern assumption.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

3.5. Subsequent events

There were no other material subsequent events to report and no events out of the ordinary course of business.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Appropriation of accumulated losses

The Board of Directors proposes that the accumulated loss of CHF 106'771 thousand be carried forward.

in CHF thousands	2025	2024
Loss carried forward	(79'936)	(65'563)
Annual loss	(26'835)	(14'373)
Accumulated losses	(106'771)	(79'936)

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Shape the future with confidence

Ernst & Young Ltd
Aeschengraben 27
P.O. Box
CH-4002 Basel

Phone: +41 58 286 86 86 www.ey.com/en_ch

To the General Meeting of BioVersys Ltd, Basel

Basel, 17 March 2026

Report of the statutory auditor

Report on the audit of the financial statements

Opinion

We have audited the financial statements of BioVersys Ltd (the Company), which comprise the balance sheet as at 31 December 2025, the income statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements (pages 71 to 77) comply with Swiss law and the Company's articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession that are relevant to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the "Auditor's responsibilities for the audit of the financial statements" section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the financial statements.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Shape the future with confidence

Revenue recognition from research collaboration and license option agreement

Area of Focus

The Group entered into a research collaboration and license option agreement that resulted in the recognition of revenue. The agreement includes upfront consideration and requires judgement in applying accounting standards, in particular in identifying the goods and services, assessing whether those components are distinct, and determining the appropriate pattern of revenue recognition over the collaboration period. The collaboration phase may extend over multiple reporting periods, with revenue recognized when (or as) the performance obligation is satisfied. Due to judgement involved, which can have a material effect on the timing and amount of revenue recognized, we considered this part of revenue recognition as a key element for our audit. Accounting for recognizing revenue is disclosed in note 2.1 to the statutory financial statements.

Our audit response

Our audit procedures included, among others, evaluating the terms of the collaboration agreement and management's accounting assessment by reference to the requirements of the applicable accounting standard. We assessed management's identification of the performance obligation and the related revenue recognition pattern over the collaboration period. We tested revenue recognized in the year by agreeing recorded amounts to the underlying contract and invoices, tracing cash receipts to supporting documentation, and recalculating the allocation and release of upfront consideration over the period as determined by management. We also assessed whether the related disclosures appropriately describe the significant judgements applied in accounting for this arrangement. Our audit procedures did not lead to any reservations concerning the recognition and measurement of revenue from research collaboration and license option agreement.

Other information

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Annual Report 2025 – BioVersys

Financial Statements BioVersys AG

Shape the future with confidence

Board of Directors' responsibilities for the financial statements

The Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse's website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

Report on other legal and regulatory requirements

In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the financial statements according to the instructions of the Board of Directors.

Based on our audit in accordance with Art. 728a para. 1 item 2 CO, we confirm that the proposal of the Board of Directors complies with Swiss law and the Company's articles of incorporation. We recommend that the financial statements submitted to you be approved.

Ernst & Young Ltd

René Buchmann (Qualified Signature)

Licensed audit expert (Auditor in charge)

Adrian Hottiger (Qualified Signature)

Licensed audit expert

Annual Report 2025 – BioVersys

CONTACT

Investor Relations
Hernan Levett, Chief Financial Officer
[email protected]

BioVersys AG
c/o Tech Park Basel
Hochbergerstrasse 60c
4057 Basel
Switzerland
T +41 (0)61 551 5120
[email protected]

AI assistant

Bioversys N — Annual Report 2025

9915_10-k_2026-03-17_4306afd5-e0a9-45a2-b73f-92110be2313c.pdf

ANNUAL REPORT

TABLE OF CONTENT

Financial Report

HIGHLIGHTS AND KEY FIGURES FULL YEAR 2025

Outlook:

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S LETTER

PORTFOLIO AND PIPELINE

BV100 (rifabutin for infusion) for carbapenem resistant Acinetobacter baumannii infections

Development update

Alpibectir in pulmonary and meningeal Tuberculosis (in partnership with GSK)

Development update

BV200 in Atopic Dermatitis

BV500 in non-tuberculous mycobacteria (NTM) infections (in collaboration with Shionogi)

Our strategy

CORPORATE GOVERNANCE

1 Group structure and shareholders

1.1 Group structure

1.2 Significant shareholders

1.3 Cross-shareholdings

2 Capital structure

2.1 Capital

Conditional Capital for CRV Loan (article 4e):

Capital band (article 4a):

2.2 Changes in capital

2.3 Shares

2.4 Dividend-right certificates and participation certificates

2.5 Transfer of Shares

3 Board of Directors

3.1 Members of the Board of Directors

Dr. Seng Chin Mah

CHAIRMAN

Dr. Marc Gitzinger

BOARD MEMBER & CEO

Dr. David Hunstad

BOARD MEMBER

Marina von Schönau

BOARD MEMBER

Dr. William Jenkins

BOARD MEMBER

Dr. Ulrik Schulze

BOARD MEMBER, SINCE JUNE 2025

3.2 Limits on mandates

3.3 Elections and terms of office

3.4 Internal organizational structure

Compensation and Nomination Committee:

Audit and Finance Committee:

3.5 Definition of areas of responsibility

3.6 Information and control instruments vis-à-vis the executive committee

4 Board of Directors

4.1 Members of the Executive Committee

Dr. Marc Gitzinger

CHIEF EXECUTIVE OFFICER

Dr. Glenn Dale

CHIEF DEVELOPMENT OFFICER

Hernan Levett

CHIEF FINANCIAL OFFICER

Dr. Daniel Ritz

CHIEF SCIENTIFIC OFFICER, SINCE NOVEMBER 2025

4.2 Limits on mandates

4.3 Management contracts

5 Shareholder's participation rights

5.1 Voting rights restrictions and representation

5.2 Quorums required by the articles of association

5.3 Convocation of the general meeting of shareholders

5.4 Inclusion of items on the agenda

5.5 Entries in the share register

6 Changes of control and defence measures

6.1 Duty to make an offer

6.2 Clauses on changes of control

7 Auditors

7.1 Duration of the mandate and term office of lead auditor

7.2 Fees for audit and audit-related services

7.3 Fees for other services

7.4 Information instruments pertaining to the external audit

8 Quiet Periods

9 Analyst Coverage

10 Information Policy

Bioversys N Annual Report 2025