PHARVARIS N.V.
On July 22, 2025, Pharvaris N.V. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan
Stanley & Co. LLC and Leerink Partners LLC as representatives of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (i) 9,562,500 ordinary shares, par value €0.12 per
share (which includes the exercise in full by the underwriters of their option to purchase up to an additional 1,312,500 ordinary shares) (the “Shares”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 500,000 ordinary shares in an underwritten offering (the “Offering”). The Offering closed on July 24, 2025.
The Shares were sold in the Offering at the public offering price of $20.00 per share. The Pre-Funded Warrants were
sold at a public offering price of $19.99 per Pre-Funded Warrant, which represents the per share public offering price for the ordinary shares less the $0.01 per share exercise price for each such Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable as of July 24, 2025 until fully exercised, subject to an ownership limitation relating to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, as set forth in the form of Pre-Funded Warrant.
The Offering was
made pursuant to the Company’s effective registration statement on Form F-3ASR (Registration No. 333-278650), which was previously filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and became effective automatically upon filing.
The
net proceeds from the Offering, after deducting the underwriting discounts and commissions, are expected to be approximately $201 million. The Company currently intends to use the net proceeds from the offering primarily to fund research and
development expenses for its late-stage clinical programs, the hiring of a sales and marketing team in the U.S. and related commercialization expenses and for working capital and general corporate purposes.
Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into agreements in substantially the form included as an
exhibit to the Underwriting Agreement, providing for a 90-day “lock-up” period with respect to sales of the Company’s ordinary shares, subject to certain
exceptions.
The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting
Agreement filed as Exhibit 1.1 to this Current Report on Form 6-K and incorporated herein by reference.
The form
of Pre-Funded Warrant is filed as Exhibit 4.1 to this report and the foregoing description of the terms of the Pre-Funded Warrants is qualified in its entirety by
reference to such exhibit.
A copy of the opinion of NautaDutilh N.V. relating to the validity of the Shares issued in the Offering is filed herewith as
Exhibit 5.1. A copy of the opinion of Kirkland & Ellis LLP relating to the validity of the Pre-Funded Warrants issued in the Offering is filed herewith as Exhibit 5.2.
The Company hereby incorporates by reference the information contained in the body of this Report on Form 6-K into the
Company’s Registration Statement on Form F-3ASR (File No. 333-278650), the Company’s Registration Statement on Form
F-3 (File No. 333-273757), the Company’s Registration Statement on Form F-3ASR (File
No. 333-277705 and the Company’s Registration Statement on Form S-8 (File No. 333-252897). This report on Form 6-K (including the exhibits filed herewith) is incorporated by reference into the Company’s Registration Statement on Form F-3ASR (File
No. 333-278650).
