| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value Euro 0.04 per share |
| (b) | Name of Issuer:
ProQR Therapeutics N.V. |
| (c) | Address of Issuer's Principal Executive Offices:
Zernikedreef 9, Leiden,
NETHERLANDS
, 2333 CK. |
Item 1 Comment:
This Schedule 13D/A (this "Amendment") amends the Schedule 13D (the "Original Schedule 13D") filed on May 28, 2025. Items 1, 4, 5 and 7 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth in this Amendment. Except as amended hereby, the original disclosure set forth in the Original Schedule 13D shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Original Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | The information previously provided in response to Item 2 is hereby amended and restated by replacing the text thereof in its entirety with the following:
This statement is being filed by (i) Van Herk Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands ("VHI"), with respect to Ordinary Shares, nominal value Euro 0.04 per share (the "Ordinary Shares"), beneficially owned by it, (ii) Van Herk Investments THI B.V., a private company with limited liability incorporated under the laws of the Netherlands ("VHIT"), with respect to Ordinary Shares beneficially owned by VHI, (iii) Van Herk Private Equity Investments B.V., a private company with limited liability incorporated under the laws of the Netherlands ("VHPI"), with respect to Ordinary Shares beneficially owned by VHI and VHIT, (iv) Stichting Administratiekantoor Penulata, a foundation organized under the laws of the Netherlands ("Penulata"), with respect to Ordinary Shares beneficially owned by VHI, VHIT and VHPI, (v) Van Herk Management Services B.V., a private company with limited liability incorporated under the laws of the Netherlands ("VHMS"), with respect to Ordinary Shares beneficially owned by VHI, VHIT and VHPI, (vi) Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk B.V., a private company with limited liability incorporated under the laws of the Netherlands ("OGBBA"), with respect to Ordinary Shares beneficially owned by VHI, VHIT, VHPI and VHMS, (vii) A. van Herk Holding B.V., a private company with limited liability incorporated under the laws of the Netherlands ("Holdings"), with respect to Ordinary Shares beneficially owned by VHI, VHIT, VHPI, VHMS and OGBBA, (viii) Stichting Administratiekantoor Abchrys, a foundation organized under the laws of the Netherlands ("Abchrys"), with respect to Ordinary Shares beneficially owned by VHI, VHIT, VHPI, VHMS, OGBBA and Holdings, and (ix) Adrianus van Herk ("Mr. van Herk") with respect to Ordinary Shares beneficially owned by VHI, VHIT, VHPI, VHMS, OGBBA, Holdings, Penulata and Abchrys.
Each of Mr. van Herk, VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys disclaims beneficial ownership of the securities covered by this statement. |
| (b) | The principal business address of each of Mr. van Herk, VHI, VHIT, VHPI, Penulata, VHMS, OGBBA, Holdings and Abchrys is:
Lichtenauerlaan 30 3062 ME Rotterdam
The Netherlands |
| (c) | Mr. van Herk is (i) an investor, (ii) the holder of all of the depositary receipts issued by Penulata and Abchrys, (iii) the sole board member of Penulata and Abchrys, and (iv) the sole managing director of VHMS, OGBBA and Holdings. Penulata holds substantially all of the issued and outstanding shares of VHPI. VHPI is the sole shareholder of VHIT. VHIT is the sole shareholder of VHI. VHI is principally engaged in making investments. Abchrys holds substantially all of the issued and outstanding shares of Holdings. Holdings is the sole shareholder of OGBBA. OGBBA is the sole shareholder of VHMS and is principally engaged in making investments. VHMS is the sole managing director of VHI, VHIT and VHPI. |
| (d) | During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of VHI, VHIT, VHPI, VHMS, OGBBA and Holdings is a private company with limited liability incorporated under the laws of the Netherlands. Penulata and Abchrys are Netherlands foundations. Mr. van Herk is a citizen of the Netherlands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is amended by adding the following:
From June 12, 2025 to July 21, 2025, VHI effected open market transactions in Ordinary Shares for its own account and ultimately acquired an aggregate of 700,195 Ordinary Shares for an aggregate net amount of $1,319,201.27. The sources of the funding for the purchase of Ordinary Shares were the general working capital of VHI. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is amended by adding the following:
On August 19, 2025, VHI sent a follow-up letter (the "Follow-Up Letter") to the Issuer's board of directors reiterating VHI's position that the Issuer had failed to fulfil its corporate governance duties towards the Issuer's stakeholders by failing to withdraw agenda items proposing the reappointment to the board of directors of Mr. James Shannon ("Shannon") and Mr. Daniel de Boer ("De Boer") at the Issuer's June 3, 2025 annual general meeting ("AGM"), contrary to the Dutch Corporate Governance Code (the "CGC"), the Issuer's Board Rules and the prior request to withdraw such agenda items from VHI in its initial May 23, 2025 letter to the Issuer's board of directors.
In the Follow-Up Letter, VHI further called on the board of directors of the Issuer to publicly:
- announce that Shannon and De Boer will only serve their current terms until the 2026 AGM, at which point their potential reappointments will be considered in consultation with shareholders;
- provide a clear explanation of the rationale for the reappointment of De Boer, including how this reappointment aligns with the Issuer and its stakeholders' long-term interests;
- commit to presenting a structured and transparent plan for board rotation in advance of the 2026 AGM; and
- commit to future compliance with the Board Rules, the CGC and the highest standards of Dutch and U.S. corporate governance generally.
A copy of the Follow-Up Letter is filed as an exhibit herewith and is incorporated herein by reference.
The Reporting Persons acquired the Ordinary Shares reported herein for investment purposes in the ordinary course of business. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Ordinary Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the board of directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Ordinary Shares, selling some or all of their Ordinary Shares, engaging in short selling of or any hedging or similar transaction with respect to the Ordinary Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:
The information set forth in or incorporated by reference in Items 2, 3, 4 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. |
| (b) | The information set forth in or incorporated by reference in Items 2, 3, 4 and 6 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. |
| (c) | Except as set forth in this Schedule 13D, no transactions in Ordinary Shares of the Issuer have been effected during the past sixty days by any of the Reporting Persons. |
| (d) | Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is amended by adding the following:
99.1* Letter, dated August 19, 2025, from Van Herk Investments B.V. to the board of directors of ProQR Therapeutics N.V.
* Filed herewith. |
