Pharvaris N.V. Schedule 13G/A discloses that a group of Venrock-related entities and two individuals beneficially own an aggregate of 2,047,620 ordinary shares of Pharvaris, representing 3.8% of the class as of June 30, 2025. The filing breaks this down as 380,109 shares held by Venrock Healthcare Capital Partners III, L.P., 38,028 by VHCP Co-Investment Holdings III, LLC, and 1,629,483 by Venrock Healthcare Capital Partners EG, L.P. The 3.8% percentage is calculated using 54,493,142 ordinary shares outstanding per the issuer's prospectus supplement dated July 22, 2025 (filed July 24, 2025). All entity filers are organized in Delaware; Nimish Shah and Bong Koh are U.S. citizens. The filing is signed on behalf of the reporting persons by Sherman G. Souther (authorized signatory) on August 14, 2025, and includes a certification that the securities were not acquired to influence control of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: Venrock group holds 2,047,620 shares (3.8%), a non-control passive stake reported for transparency.
The Schedule 13G/A shows an aggregate 3.8% beneficial ownership by Venrock-affiliated funds and named individuals as of June 30, 2025. The position is below the 5% threshold and the filing explicitly states the holdings were not acquired to influence control. The breakdown across funds identifies where economic exposure resides: VHCP EG holds the majority of the position. For investors, this is a disclosure of a modest institutional stake rather than a control or activist signal.
TL;DR: This is a routine joint 13G disclosure by a group asserting passive intent; governance impact appears limited.
The filing identifies a group of Venrock entities and two individuals filing jointly, with shared voting and dispositive power over 2,047,620 shares. The document includes standard powers of attorney and a joint filing agreement referenced by exhibits. Because the stake is under 5% and accompanied by a non-control certification, it signals disclosure compliance without immediate governance implications.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Pharvaris N.V.
(Name of Issuer)
Ordinary shares, par value EURO0.12 per share
(Title of Class of Securities)
N69605108
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
N69605108
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,047,620.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,047,620.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,047,620.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pharvaris N.V.
(b)
Address of issuer's principal executive offices:
Emmy Noetherweg 2, Leiden, P7, 2333.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Ordinary shares, par value EURO0.12 per share
(e)
CUSIP No.:
N69605108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 380,109 ordinary shares held by VHCP III, (ii) 38,028 ordinary shares held by VHCP Co-Investment III, and (iii) 1,629,483 ordinary shares held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 54,493,142 ordinary shares of the Issuer outstanding as of March 31, 2025, as reported in the Issuer's prospectus supplement dated July 22, 2025, filed with the Securities and Exchange Commission (the "SEC") on July 24, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2025
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2025
Exhibit Information
Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on November 30, 2023)
Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on November 30, 2023)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on November 30, 2023)
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