UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16
or 15d-16 of
the Securities Exchange
Act of 1934
For the month of June,
2026
Commission File Number:
001-36622
PROQR THERAPEUTICS N.V.
(Translation of registrant's name into English)
Zernikedreef 9
2333 CK Leiden
The Netherlands
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Entry into a Material Definitive Agreement
Underwriting Agreement
On June 25, 2026, ProQR Therapeutics
N.V. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities,
Inc., Evercore Group L.L.C. and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively,
the “Underwriters”), relating to an underwritten registered direct offering (the “Offering”) of 27,624,310 ordinary
shares (the “Shares”) of the Company. The offering price of the Shares to the investors was $1.81 per share (the “Offering
Price”), and the Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at the Offering
Price, less underwriting discounts and commissions.
The Shares were issued pursuant
to the Company’s shelf registration statement (the “Registration Statement”) on Form F-3 (Registration Statement No.
333-282419) previously filed with the Securities and Exchange Commission (the “Commission”) on September 30, 2024 and declared
effective by the Commission on October 10, 2024. The Offering was made only by means of a prospectus supplement, along with a base prospectus,
that form a part of the Registration Statement. The closing of the Offering is expected to occur on June 26, 2026, subject to the satisfaction
of customary closing conditions.
The aggregate net proceeds
from the Offering were approximately $46.5 million, after deducting the underwriting discounts and commissions and estimated offering
expenses payable by the Company.
The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The
Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers,
and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended
(the “Securities Act”), and affords certain rights of contribution with respect thereto.
The foregoing description
of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as
Exhibit 1.1 hereto and incorporated by reference herein. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of the legal opinion
of Allen Overy Shearman Sterling LLP, the Company’s Netherlands counsel, relating to the legality and validity of the Shares is
filed as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K, which is filed with reference to, and is hereby incorporated
by reference into, the Registration Statement.
Share Purchase Agreement
Concurrently with the Offering,
the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Eli Lilly and Company (“Lilly”)
on June 25, 2026, in a separately negotiated transaction pursuant to which the Company agreed to offer and sell to Lilly, and Lilly has
agreed to purchase, 5,100,780 ordinary shares of the Company (the “Lilly Shares”) at a price per share equal to the Offering
Price, for an aggregate purchase price of approximately $9.2 million (the “Private Placement”). The closing of the Private
Placement is expected to occur on June 26, 2026, subject to the consummation of the Offering and the satisfaction of other customary
closing conditions.
The Share Purchase Agreement
contains customary representations, warranties, and covenants of each party. Pursuant to the terms of the Share Purchase Agreement, Lilly
may not, subject to certain limited exceptions, dispose of any of the Lilly Shares for a period commencing on the Closing Date (as defined
therein) until the earlier of (i) the date that is six (6) months after the Closing Date and (ii) the date that the Amended and Restated
Collaboration Agreement (as defined therein) is terminated. Additionally, under the Share Purchase Agreement, Lilly may participate in
certain public offerings or private placements of the Company’s ordinary shares, subject to share ownership requirements and other
limitations set forth in the Share Purchase Agreement. The Company has also granted Lilly certain customary registration rights with
respect to the Lilly Shares, including registering such shares for resale on or prior to the expiration of the lockup agreement described
above. Lilly has also agreed to a standstill on acquiring additional shares of the Company and proposing certain transactions to the
Company or its shareholders, all on the terms, and subject to the exceptions, contained in the Share Purchase Agreement.
The foregoing description
of the Share Purchase Agreement is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached
as Exhibit 10.1 hereto and incorporated by reference herein. The representations, warranties and covenants contained in the Share Purchase
Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the contracting parties.
Unregistered Sale of Equity Securities
As
described in the section titled “Share Purchase Agreement” in this Report of Foreign Private Issuer on Form 6-K, which
is incorporated in this section by reference, the Lilly Shares were issued in a private placement exempt from registration pursuant to
Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.
The Company relied on this exemption from registration based in part on the representations made by Lilly, including that it was acquiring
the Lilly Shares for the purpose of investment and not with a view to resale or distribution of any part thereof in violation of the
Securities Act, and an appropriate legend will be applied to the Lilly Shares. The Lilly Shares have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or
an applicable exemption from the registration requirements.
Other Events
On June 25, 2026, the Company
issued a press release announcing the Offering and Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto
and is hereby incorporated by reference herein.
The Company hereby incorporates
by reference the information contained herein into the Company’s registration statements on Form F-3 (File No. 333-282419,
File No. 333-270943, File No. 333-263166 and File No. 333-285767).
INDEX TO EXHIBITS
| Number |
|
Description of Exhibit |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated June 25, 2026, among the Company and BofA Securities, Inc., Evercore
Group L.L.C. and Cantor Fitzgerald & Co. |
| |
|
|
| 5.1 |
|
Opinion of Allen Overy Shearman Sterling LLP. |
| |
|
|
| 10.1 |
|
Share Purchase Agreement, dated June 25, 2026, between the Company and Eli Lilly and Company. |
| |
|
|
| 23.1 |
|
Consent of Allen Overy Shearman Sterling LLP (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release of ProQR Therapeutics N.V. dated June 25, 2026. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
PROQR THERAPEUTICS N.V. |
| |
|
| Date: June 26, 2026 |
By: |
/s/ Dennis Hom |
| |
|
Dennis Hom |
| |
|
Chief Financial Officer |
Exhibit 99.1
ProQR Prices $50.0 Million Underwritten Registered
Direct Offering and Concurrent Private Placement
LEIDEN, Netherlands and CAMBRIDGE, Mass.,
June 25, 2026 -- ProQR Therapeutics N.V. (Nasdaq: PRQR) (“ProQR”), a clinical-stage biotechnology company dedicated to changing
lives through transformative RNA therapies based on its proprietary Axiomer™ RNA editing technology platform, today
announced the pricing of an underwritten registered direct offering of 27,624,310 ordinary shares (the “Offering”) at an
offering price of $1.81 per share (the “Offering Price”), for total gross proceeds of approximately $50.0 million, before
deducting underwriting discounts and commissions and other offering expenses payable by ProQR.
Concurrently with the Offering, ProQR has entered
into a share purchase agreement with Eli Lilly and Company (“Lilly”), one of its existing shareholders and a strategic partner,
in a separately negotiated transaction pursuant to which ProQR agreed to offer and sell, and Lilly agreed to purchase, 5,100,780 ordinary
shares, to permit Lilly to maintain its pro rata beneficial ownership, at the Offering Price, for total gross proceeds of approximately
$9.2 million, subject to the consummation of the Offering and the satisfaction of other customary closing conditions. The sale of ordinary
shares to Lilly in the concurrent private placement will not be registered as part of the Offering. The closing of the Offering is not
contingent upon the closing of the concurrent private placement. The ordinary shares purchased in the concurrent private placement will
not be subject to any underwriting discounts or commissions.
The ordinary shares to be sold in the concurrent
private placement are being issued pursuant to the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). These shares have not been registered under the Securities Act, or any state or other applicable jurisdiction’s
securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.
ProQR currently intends to use the net proceeds
from the Offering and the concurrent private placement, together with its existing cash and cash equivalents, primarily to fund research
and clinical development of its current or additional pipeline candidates and for working capital, capital expenditures and other general
corporate purposes.
BofA Securities, Evercore ISI and Cantor are
acting as joint lead bookrunning managers for the Offering, and Oppenheimer & Co. is acting as a bookrunning manager for the Offering.
The Offering and concurrent private placement are expected to close on or about June 26, 2026, subject to the satisfaction of customary
closing conditions.
A shelf registration statement on Form F-3 relating
to the Offering (including the accompanying prospectus) was filed with the Securities and Exchange Commission (the “SEC”)
on September 30, 2024 and was declared effective on October 10, 2024. The Offering is being made only by means of a prospectus and prospectus
supplement that form a part of the registration statement. A final prospectus supplement relating to and describing the final terms of
the Offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus
relating to the Offering may be obtained from: BofA Securities, NC1-022-02-25, Attention: Prospectus Department, 201 North Tryon Street,
Charlotte, NC, 28255-0001, or by email at dg.prospectus_requests@bofa.com; Evercore Group L.L.C., Attention: Equity Capital Markets,
55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200 or by email at ecm.prospectus@evercore.com;
or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022 or by email at
prospectus@cantor.com. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About ProQR
ProQR Therapeutics is dedicated to changing lives
through the creation of transformative RNA therapies. ProQR is pioneering a next-generation RNA technology called Axiomer™, which
uses a cell’s own editing machinery called ADAR to make specific single nucleotide edits in RNA to reverse a mutation or modulate
protein expression and could potentially yield a new class of medicines for both rare and prevalent diseases with unmet need. Based on
its unique proprietary RNA repair platform technologies ProQR is growing its pipeline with patients and loved ones in mind.
Forward-Looking Statements
This press release contains forward-looking statements.
All statements other than statements of historical fact are forward-looking statements, which are often indicated by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “look
forward to,” “may,” “plan,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar expressions. Forward-looking statements are based on management’s beliefs and
assumptions and on information available to management only as of the date of this press release. These forward-looking statements include,
but are not limited to, statements about the expected timing, completion and intended use of proceeds of the Offering and the concurrent
private placement. Such forward-looking statements involve risks and uncertainties, many of which are beyond ProQR’s control, including
risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the Offering and the
concurrent private placement. There can be no assurance that ProQR will be able to complete the Offering and the concurrent private placement
on the anticipated terms, or at all. Applicable risks also include those that are included in ProQR’s final prospectus supplement
and accompanying prospectus to be filed with the SEC for the Offering, including the documents incorporated by reference therein, which
include ProQR’s Annual Report on Form 20-F for the year ended December 31, 2025, and any subsequent SEC filings. Given these risks,
uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and ProQR assumes no obligation
to update these forward-looking statements, even if new information becomes available in the future, except as required by law.
ProQR Therapeutics
N.V.
Investor and media
contact:
Sarah Kiely
ProQR Therapeutics N.V.
T: +1 617 599 6228
skiely@proqr.com
or
Investor contact:
Peter Kelleher
LifeSci Advisors
T: +1 617 430 7579
pkelleher@lifesciadvisors.com
