Société anonyme au capital de 4.888.478,61 euros
Siège social : 49, boulevard du général Martial Valin - 75015 Paris 410 910 095 R.C.S. Paris
2025 HALF-YEAR FINANCIAL REPORT
SOMMAIRE
PREAMBLE 4
SCOPE OF THE GROUP 5
BUSINESS DEVELOPMENTS AND SIGNIFICANT EVENTS DURING THE FIRST HALF OF THE FISCAL YEAR 5
Research and development 5
Financing 6
Governance 6
Key corporate communications during the first half of 2025 7
IMPACT ON THE FINANCIAL POSITION AND RESULTS 8
Review of accounts and results 8
Cash position 9
MAIN RISKS AND UNCERTAINTIES FOR THE NEXT SEMESTER 9
Financial risks 9
Business risks 10
Legal and regulatory risks 10
Insurance and risk coverage 11
5.4. Litigation 11
EXPECTED DEVELOPMENT OF THE GROUP'S SITUATION AND OUTLOOK . 11
Main future investments and financing strategy 12
Significant Events Since the End of the Period 12
RELATED PARTY TRANSACTIONS 14
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2025 14
Consolidated Statement of Financial Position 15
Consolidated Statement of Comprehensive Income 16
Consolidated Statement of Changes in Equity 17
Consolidated Statement of Cash Flows 18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19
NOTE 1: BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 19
NOTE 2: CONSOLIDATION SCOPE 19
NOTE 3 : REPORTING ON OPERATING SEGMENTS (IFRS 8) 20
NOTE 4 : INTANGIBLE ASSETS 20
NOTE 5 : RIGHT-OF-USE ASSETS 20
NOTE 6 : CURRENT ASSETS 21
NOTE 7 : CASH AND CASH EQUIVALENTS 21
NOTE 8 : SHAREHOLDERS' EQUITY 22
NOTE 9 : NON-CURRENT LIABILITIES 25
NOTE 10 : CURRENT LIABILITIES 26
NOTE 11 : OPERATING INCOME AND EXPENSES 27
NOTE 12 : FINANCIAL RESULT 28
NOTE 13 : EARNINGS PER SHARE 28
NOTE 14 : RELATED PARTIES 29
NOTE 15 : SUBSEQUENT EVENTS 29
CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT 30
PREAMBLE
Valerio Therapeutics (formerly Onxeo) (the "Company") is a biotechnology company developing innovative drug candidates through its two proprietary platforms: the V-body platform, which generates single-domain therapeutic antibodies, and the integrated chemistry platform, designed to develop immunoconjugates. The Company aims to advance novel or breakthrough compounds from early translational research to clinical proof of concept - a key value inflection point that is highly attractive to potential partners.
Valerio Therapeutics is listed on the Euronext Growth market in Paris.
The Company's portfolio includes:
- platON: Valerio Therapeutics' proprietary chemical platform for DNA decoy therapies, which generates novel and innovative compounds and expands the Company's product pipeline. The development of this platform has currently been deprioritized to focus resources on integrating the other two platforms - V-body and integrated chemistry.
DecoyTAC: the third-generation evolution of the platON™, platform, leveraging the unique mechanism of action of DNA decoy therapies combined with targeted protein degradation (PROTAC) technology. This advancement extends platON™,'s activity beyond DNA repair by targeting other proteins, such as transcription factors, in oncology as well as in non-oncology indications, including inflammatory and muscular diseases. In 2024, an initial proof of concept was achieved targeting the oncoprotein c-Myc. As mentioned above, development of the PlaTONTMplatform has been deprioritized.
V-body platform: the acquisition of Emglev Therapeutics (a subsidiary of Valour Bio, itself wholly owned by Valerio Therapeutics) enabled the use of phage display technology to produce single-domain antibodies, known as V-bodies, from proprietary synthetic libraries. These V-bodies differ from traditional antibodies by their significantly smaller size - approximately one-tenth that of conventional antibodies. This size advantage allows for faster tissue penetration and access to otherwise difficult-to-reach targets, while retaining the binding and/or neutralizing functions of a full-length antibody.
Moreover, Valour Bio's proprietary libraries are humanized or fully human, reducing the potential for immunogenicity and toxicity. This humanization process enhances compatibility with the human immune system, potentially improving their tolerability as therapeutic agents.
The versatility of V-bodies enables targeting oftargetinga broad range of antigens, expanding their therapeutic applicability. Single-domain antibodies (SdAbs) have demonstrated strong potential in multiple disease areas, including autoimmune, inflammatory, and oncologic disorders. Their ability to bind effectively to diverse targets makes them valuable tools in the development of antibody-based therapies for complex diseases.
V-bodies can be applied in several therapeutic formats, such as bispecific T-cell engagers (BiTEs), antibody-drug conjugates (ADCs), and chimeric antigen receptor T-cells (CAR-Ts). ADCs are particularly noteworthy, as they can deliver a variety of payloads, including radioisotopes, chemotherapeutic agents, small molecules, or oligonucleotides. This diversity broadens the potential therapeutic applications across different patient populations, making V-bodies a promising platform in biomedicine.
In addition, V-bodies can potentially be administered through multiple routes - subcutaneous, inhaled, oral, or intravenous - offering a significant advantage over traditional antibodies that generally require intravenous administration.
Overall, Valour Bio's V-body approach represents a major advancement in antibody-based therapeutics, addressing key limitations of conventional antibodies and providing new therapeutic opportunities.
-
Integrated chemistry platform:
Major challenges associated with oligonucleotide-based therapies, such as siRNAs, include their short half-life and non-specific delivery. Combining the V-body platform with the integrated chemistry platform aims to leverage both innovations by:
Extending half-life through a V-body anti-albumin conjugated to siRNA;
Increasing specificity using V-bodies targeting tissue-specific receptors for delivery and
conjugated to siRNA.
The Company strongly believes in the significant therapeutic potential and disruptive innovation of these technologies, which could pave the way for a new treatment paradigm in oncology, rare diseases, and inflammatory and autoimmune disorders.SCOPE OF THE GROUP
The Group comprises the Company, which carries out the majority of its operations, and its subsidiaries, most of which have limited activity:
Topotarget UK (company liquidated during 2024),
Topotarget Switzerland,
Valerio Therapeutics Inc.,
Valour Bio,
Emglev Therapeutics
BUSINESS DEVELOPMENTS AND SIGNIFICANT EVENTS DURING THE FIRST HALF OF THE FISCAL YEAR
-
RESEARCH AND DEVELOPMENT
-
VIO-01
The clinical development of VIO-01 was discontinued in early 2025 in order to redirect research and development efforts toward next-generation drug candidates derived from the Company's V-body and integrated chemistry platforms.
-
THIRD-GENERATION platONTM PLATFORM
Valerio Therapeutics has ceased optimization of the platON™, platform to concentrate on developing assets generated from its other two platforms - V-body and integrated chemistry.
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NEW V-BODY PLATFORM
The Valour Bio platform will enable the diversification and expansion of the Company's portfolio toward additional oncology targets as well as non-oncology indications, including autoimmune, inflammatory, and rare genetic diseases.
Assets generated through the integrated chemistry platform, the V-body platform (including bispecifics,
ADCs, and CAR-Ts), or through combined conjugates (V-body-oligonucleotide), are expected to transform the Company's therapeutic approach to these diseases and create significant value by attracting new investors and facilitating future fundraising activities.
During the fourth quarter of 2024, the Company successfully internalized the expertise and technologies associated with this new platform and conducted initial proof-of-concept experiments. Valerio Therapeutics has since continued to optimize both platforms and generate additional proof-of-concept data to validate its technologies and begin identifying lead drug candidates to enrich the new pipeline.
-
EVOLUTION OF THE R&D PORTFOLIO
Changes compared to the portfolio presented in the 2024 Annual Report are as follows:
The Phase 1/2 clinical trial of VIO-01 in the United States was closed in January 2025 to refocus the Company's resources on optimizing the new platforms;
Initial proof-of-concept results were obtained with both new platforms;
Ongoing optimization of the V-body and integrated chemistry platforms.
As of the date of this report, the Company's R&D portfolio is as follows:
-
VIO-01
-
FINANCING
In 2025, following the announcement on February 3, 2025, regarding the termination of clinical activities and the strategic refocus on preclinical R&D, the Company entered into discussions with its main stakeholders.
On June 12, 2025, the Company announced that it had obtained current account advances from its main shareholders, Artal International SCA and Financière de la Montagne, totaling €5.5 million, part of which was converted into equity in July 2025. The Company also negotiated amendments to its bank debt, as well as payment extensions and reductions with certain suppliers.
These measures have secured the Company's financial trajectory and cash position at least through the end of 2025.
-
GOVERNANCE
As of the date of this report, the Board of Directors is composed of five members, including one independent
director.
Name and Title
Independent Director
First Appointmen t
Term expiry
Audit Committee
Compensatio n & Nomination Committee
Scientific Committee
M. Antoine Barouky, Deputy CEO
No
2025
2028
Member
M. Julien Miara, representing Artal International SCA (Invus Group), CEO
No
2022
2028
Member
Financière de la Montagne, represented by Mr. Nicolas Trebouta
No
2011
2026
Member
M. Bryan Giraudo
Yes
2021
2026
Chair
Chair
M. Jacques Mallet, Chairman of the Board
No
2021
2028
Member
Chair
-
KEY CORPORATE COMMUNICATIONS DURING THE FIRST HALF OF 2025
February 3, 2025 - Strategic Refocus Announcement
The Company announced its strategic decision to discontinue all clinical trials and related activities, including the ongoing VIO-01 trial. This decision, approved by the Board of Directors, followed challenges in securing sufficient funding.
The discontinuation of clinical programs will allow the Company to concentrate exclusively on early-stage drug development, ensuring efficient use of available capital while maintaining a strong focus on innovation.
As part of this transition, the Company will terminate its oncology clinical operations and close its U.S.
office in Lexington, MA.
February 27, 2025 - Termination of the Liquidity ContractThe Company announced the termination of the liquidity contract concluded on October 29, 2018, with Kepler Cheuvreux, effective February 19, 2025.
This termination was part of the cost-saving measures implemented in light of the Company's cash position. The Company does not intend to enter into a new liquidity contract at this stage.
May 5, 2025 - Delay in the Publication of the 2024 Annual Financial ReportThe Company announced the postponement of the publication of its 2024 Annual Financial Report, initially scheduled for April 30, 2025, as well as the finalization and approval of its statutory and consolidated financial statements, due to significant difficulties in accessing accounting information from its U.S. subsidiary, Valerio Therapeutics Inc.
Although the assets of this subsidiary have been fully impaired in the Company's statutory accounts and operations ceased at the end of 2024, this delay in the accounting treatment of Valerio Therapeutics Inc. prevents the Company from finalizing both its standalone and consolidated financial statements.
Consequently, the approval and publication of the Company's 2024 statutory and consolidated financial statements could not occur before the end of July 2025, with shareholders' approval of the 2024 accounts expected in September 2025.
June 12, 2025 - Update on Financial SituationThe Company announced the finalization of an agreement to extend the maturity of its bank debt and
to reduce or reschedule payables with its main suppliers.
The Company's principal shareholders, Artal International SCA and Financière de la Montagne, provided advances amounting to €5.5 million, part of which has already been used to settle certain debts, and which are expected to be converted into equity to support short-term needs and fund operations at least through year-end 2025.
The Company's financial position remains fragile, and a sustainable long-term financing solution
continues to be actively pursued.
June 24, 2025 - Temporary Suspension of TradingThe Company announced that Euronext had temporarily suspended trading of its shares as of June 17, 2025, following the delay in the publication of its annual financial report for the fiscal year ended December 31, 2024.
The Company reminded shareholders that the delay was due to significant accounting access issues at
its U.S. subsidiary, Valerio Therapeutics Inc.
July 10, 2025 - Resumption of TradingThe Company announced the resumption of trading of its shares as of market opening on July 10, 2025. Following Euronext's approval, trading resumed after the publication of the Company's Annual Financial Report for the fiscal year ended December 31, 2024, which was released on July 9, 2025.
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RESEARCH AND DEVELOPMENT
IMPACT ON THE FINANCIAL POSITION AND RESULTS
Operating expenses decreased in the first quarter of 2025, following the discontinuation of clinical activities and the closure of the U.S. subsidiary in January 2025.
Expenses increased over the remainder of the semester due to the refocus on preclinical research as part of the strategic review of the R&D portfolio, as well as the development of partnership agreements requiring additional operating expenditures.
No changes to the debt structure are planned for the period.
Revenue projections anticipate cash inflows between August and November 2025, estimated at approximately €1.2 million, primarily derived from partnership agreements and research tax credits (CIR - Crédit d'Impôt Recherche).
-
REVIEW OF ACCOUNTS AND RESULTS
The Group recorded consolidated revenue of €126 thousand for the period endedendingJune 30, 2025, corresponding to the payment received under a partnership agreement.
Personnel expenses amounted to €1.111 million, compared to €4.3 million as of June 30, 2024. External expenses totaled €869 thousand as of June 30, 2025, versus €4.6 million for the same period in 2024.
Financial income for the first half of 2025 showed a loss of €285 thousand, compared with a loss of €33 thousand as of June 30, 2024, partly reflecting increased current account interest expenses related to the shareholder advances from Artal International SCA and Financière de la Montagne.
As a result of the changes in activity reflected in the revenues and expenses described above, the net loss as of June 30, 2025, amounted to €208 thousand, compared to a net loss of €11 million as of June 30, 2024.
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CASH POSITION
The Group's cash balance as of June 30, 2025, was €2.6 million, compared to €1.178 million as of December
31, 2024.
The change in cash position primarily reflects the shareholder loans received from Artal International SCA and Financière de la Montagne during the second quarter of 2025.
The available cash as of June 30, 2025 - combined with the expected receipt of the Research Tax Credit (Crédit d'Impôt Recherche), the execution of partnership agreements, the service agreement with Valour Bio, and the optimization of operating expenses - provides financial visibility for Valerio Therapeutics through the end of 2025.
-
REVIEW OF ACCOUNTS AND RESULTS
MAIN RISKS AND UNCERTAINTIES FOR THE NEXT SEMESTER
Important Note on Health, Geopolitical, Economic and Regulatory Context
Its exposure to risks related to COVID-19 (or any other pandemic) and to the Russia-Ukraine and Israel-
Palestine conflicts to be limited, given its current activities now refocused on preclinical R&D.
However, the Company does not rule out that government restrictions, new economic sanctions, trade tensions, or logistical disruptions could affect certain outsourced operations, including the manufacturing and shipment of experimental batches.
On the regulatory front, several ongoing European reforms - such as the revision of pharmaceutical legislation ("Pharma Package"), the implementation of the European Health Data Space (EHDS), and the proposed "Biotech Act" - could eventually alter authorization procedures, health data management, and market access timelines. While some measures may simplify administrative processes and enhance competitiveness, their exact scope and operational impact remain to be clarified.
In the United States, any future FDA regulatory changes related to foreign clinical trials or the potential introduction of additional tariffs on raw materials, biological samples, or imported equipment could increase the costs and timelines of certain international collaborations.
Finally, persistent inflation and financial market volatility may significantly increase operating expenses and funding needs. The combined effect of these factors could weigh on the Company's ability to raise capital under favorable conditions, despite the reaffirmed support of its main shareholders during the first half of 2025.
Aside from these considerations, no new risk factors have been identified for the second half of 2025, other than those inherent to the Company's business model, structure, and strategy, as described in the 2024 Annual Financial Report - notably those related to the development of innovative drugs and regulatory constraints regarding safety, tolerability, and efficacy.
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FINANCIAL RISKS
The Company's financial risks remain primarily linked to cash flow management, as it continues to operate without generating significant revenue relative to its R&D expenditures.
As of June 30, 2025, available cash amounted to €2.6 million, including shareholder advances totaling €5.5 million received in June 2025 from Artal International SCA and Financière de la Montagne, part of which was converted into equity in July 2025, as well as cost savings from operational streamlining following the strategic refocus. The Company also expects to receive, during the second half of 2025, a Research Tax Credit (Crédit d'Impôt Recherche) of €954 thousand.
In addition, one partnership agreement was signed during the first half of 2025, and two others were in final negotiation as of the date of this report. These agreements are expected to generate additional revenue of approximately €287,947.50 in the second half of the year, contributing to the funding of R&D programs.
These elements, combined with the bank debt restructuring and agreements with certain suppliers (payment extensions and reductions), provide financial visibility through year-end 2025. However, as mentioned in Section 6, the Group's ability to continue as a going concern beyond this period will depend on the successful execution of ongoing partnership negotiations, the signing of new licensing agreements, and the obtaining of non-dilutive and/or additional equity financing in the short to medium term.
Factors such as delays or failures in partnership or licensing agreements, insufficient progress in preclinical programs, inability to access non-dilutive or equity funding under acceptable terms, or increased development costs due to regulatory or intellectual property requirements, could increase funding needs and affect financing conditions.
-
BUSINESS RISKS
The Company's operational risks primarily relate to the development of its product candidates up to the achievement of significant clinical milestones (proof of mechanism or proof of concept in humans) necessary to initiate partnership discussions.
The Company's development portfolio is largely composed of early-stage programs, and there is a significant risk that some or all of its drug candidates cannot be developed, formulated, or manufactured under economically viable conditions, may be discontinued, fail to attract partnership or licensing agreements, not receive regulatory approval, or never reach commercialization.
The risk of failure or significant delay exists at all stages of drug development - particularly during clinical trials - even though the Company leverages its translational research expertise to identify factors predicting drug activity in humans.
Additionally, regulatory review timelines for clinical trial applications may vary, especially if additional information requests are made by authorities. The Company also faces significant competitive risk across all its development programs.
From a structural and strategic perspective, the most significant risks stem from the Company's resources and size. The Company must continue to attract and retain key personnel while relying on outsourcing and subcontracting for production activities.
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LEGAL AND REGULATORY RISKS
The Company's ability to successfully commercialize its products depends on its capacity to obtain,
maintain, and protect its intellectual property (IP) rights.
It is essential for the success of its business that the Company can freely operate its products without infringing on the patents or IP rights of third parties, and conversely, that its own IP rights and those of its partners or licensors are not infringed upon. As of the date of this report, the Company holds rights to 110 published patents or patent applications, of which 93 (approximately 85%) have been granted in major jurisdictions, including the United States, Europe, China, and Japan.
Patent law in the pharmaceutical sector (legislation, implementing regulations, case law, etc.) continues to evolve and remains uncertain. In particular, no globally uniform policy has yet emerged concerning patent scope or allowable claims in biotechnology. As a result, patents may be granted with differing scopes depending on the jurisdiction.
Although the Company implements a proactive intellectual property strategy, closely aligned with its R&D projects - including systematic invention disclosure, patent portfolio strengthening, and competitive intelligence on third-party filings - it cannot fully eliminate legal risk.
The Company conducts its activities in compliance with applicable laws and regulations, with the support of its in-house legal team and external law firms. However, legal proceedings could be initiated against the Company by competitors, partners, subcontractors, or other third parties in the course of its business.
As of the date of this report, there are no governmental, judicial, or arbitration proceedings, including any of which the Company is aware, that are pending or threatened (except for a dispute with a counterparty over a contested invoice) and that are likely to have, or have had in the past 12 months, a material impact on the Group's financial position or profitability.
Nevertheless, the possibility of future litigation cannot be excluded. The Company's liability could be engaged due to negligent or wrongful acts committed by its employees, collaborators, service providers, subcontractors, or partners.
The Company maintains civil liability insurance coverage, including for clinical activities. However, if litigation costs or damages exceed insurance limits, the Company could be required to bear part or all of such expenses directly. Significant legal expenses or damages could adversely impact the Company's business operations. If the Company or its partners, licensees, or subcontractors were held liable, or if adequate insurance coverage could not be obtained or maintained at an acceptable cost, it could materially affect product commercialization and more broadly the Company's business, financial position, and development prospects.
-
INSURANCE AND RISK COVERAGE
The Company believes it has appropriate insurance coverage for its activities, including the mandatory coverage required for clinical trials.
Following the discontinuation of clinical activities in the first half of 2025, insurance coverage has been adjusted to align with the Company's current preclinical R&D focus.
Valerio Therapeutics does not anticipate any particular difficulty in maintaining adequate insurance levels in the future and will remain vigilant to adapt its policies in the event of a resumption of clinical activities or an expansion of its operational scope.
5.4. LITIGATIONAs of the date of this report, the Company is not aware of any governmental, judicial, or arbitration proceedings, either ongoing or threatened, that could have a material impact on its financial position, operations, or results.
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FINANCIAL RISKS
EXPECTED DEVELOPMENT OF THE GROUP'S SITUATION AND OUTLOOK
In 2025, following the strategic review conducted in February, Valerio Therapeutics completed a full refocus of its activities on the development of preclinical (early-stage) R&D programs, discontinuing all clinical studies, including the development of VIO-01 (formerly OX425) and AsiDNA™. This repositioning is intended to concentrate resources and investments on two differentiated platforms:
- V-Body: production of humanized single-domain antibodies (sdAbs) serving as biological vectors.
- Integrated chemistry platform: a transversal backbone enabling the chemical synthesis of multiple therapeutic modalities (oligonucleotides, small molecules), bioconjugation, stabilization, and formulation of products generated by the other two platforms.
The subsidiary Valour Bio, created in 2024 and strengthened by the acquisition of Emglev Therapeutics, constitutes a strategic hub for the development and valorization of the V-Body platform, with the objective of generating differentiated preclinical data, notably in rare, autoimmune, and inflammatory diseases. The Valerio Therapeutics team provides Valour Bio with administrative, scientific, and technical support for its priority programs.
In parallel, the Company is evaluating and optimizing new candidates emerging from its technology platforms and remains actively engaged in pursuing strategic partnerships and licensing agreements to maximize asset value prior to clinical proof-of-concept. These initiatives form part of a financing plan that combines industrial partnerships, non-dilutive funding, and targeted equity raises to support the development of key programs.
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MAIN FUTURE INVESTMENTS AND FINANCING STRATEGY
Following the strategic review conducted in February 2025, Valerio Therapeutics decided to terminate all of its clinical trials, including the VIO-01 study, in order to focus exclusively on preclinical (early-stage) R&D programs.
This refocus enables the Company to allocate its available resources to the Group's two differentiated technological platforms:
the V-Body platform, dedicated to single-domain antibodies (sdAbs) and their applications (radio-
conjugates, bispecifics, blocking and binding antibodies, and CAR-Ts), and
the integrated chemistry platform, designed to generate V-body-siRNA immunoconjugates.
The Company also intends to leverage synergies between its platforms and develop targeted strategic partnerships, notably through co-development and licensing agreements, in order to maximize the value of its assets prior to clinical proof of concept.
In addition, the Company's financial structure was strengthened in June 2025 through shareholder advances totaling €5.5 million, part of which was converted into equity in July 2025, along with agreements to reschedule and reduce certain debts with banks and suppliers.
These measures, combined with the expected receipt of €954 thousand under the Research Tax Credit (Crédit d'Impôt Recherche) and the execution of a partnership agreement (with two others nearing completion), ensure financial visibility for the Company through the end of 2025, with a cash position of
€2.5 million as of June 30, 2025.
Finally, the Company reserves the right to further strengthen its financial resources through additional non-dilutive financing or equity fundraising, in parallel with ongoing efforts to secure new licensing and partnership agreements.
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SIGNIFICANT EVENTS SINCE THE END OF THE PERIOD
In May 16, 2025, Euronext Growth imposed a sanction on Valerio Therapeutics, transferring it to the Penalty Bench as of May 16, due to the delay in publishing its 2024 Annual Report. This measure was subsequently reinforced on June 17, 2025, by a temporary suspension of trading, following difficulties in accessing the accounting records of its U.S. subsidiary, which delayed the finalization and certification of Valerio Therapeutics' financial statements.
The sanction was, however, quickly lifted: the 2024 Annual Financial Report was published on July 9, 2025, followed by the resumption of trading on July 10, 2025, after Euronext's approval.
On July 22, 2025, the Company announced the completion of several capital transactions aimed at restructuring part of its liabilities. At its meeting held on July 21, 2025, the Board of Directors adopted the following resolutions:
- Capital reduction to offset losses through nominal value reduction
Under the authorization granted by the Shareholders' Meeting of July 17, 2025, the Board of Directors decided to carry out a capital reduction to offset part of the accumulated losses, in the amount of
€20,067,355.47.
This reduction was implemented by decreasing the nominal value of the Company's shares from €0.14 to
€0.01, without affecting the number of shares in circulation.
Following this transaction, the Company's share capital amounted to €1,543,642.73, divided into
154,364,273 ordinary shares with a nominal value of €0.01 each.
- Conversion of convertible bonds held by Financière de la Montagne
As a reminder, under the authorization granted by the Shareholders' Meeting of June 10, 2021 (13th resolution), the Board of Directors decided on April 6, 2022, to issue a convertible bond loan with a nominal amount of €4,000,000, through the issuance of 4,000,000 convertible bonds ("OC") with a nominal value of
€1 each, of which €1,500,000 was subscribed by Financière de la Montagne.
The Convertible Bond Agreement was executed between the Company and Financière de la Montagne on April 20, 2022.
In accordance with the agreement, the Company sent a conversion notice to Financière de la Montagne for the conversion of 1,500,000 convertible bonds into 27,777,777 ordinary shares with a nominal value of
€0.01 each (following the aforementioned capital reduction), at a conversion price of €0.054, calculated based on the volume-weighted average price (VWAP) of the three last trading sessions preceding the conversion, rounded to three decimal places.
Using the authorization granted by the Shareholders' Meeting, the Board of Directors on July 21, 2025, acknowledged the conversion by Financière de la Montagne of 1,500,000 convertible bonds into 27,777,777 ordinary shares, resulting in a capital increase of €277,777.77 in favor of Financière de la Montagne.
Following this transaction, the Company's share capital amounted to €1,821,420.50, divided into
182,142,050 ordinary shares with a nominal value of €0.01 each.
- Capital increase through debt-to-equity conversion
Under the authorization granted by the Shareholders' Meeting of July 17, 2025, the Board of Directors decided on July 21, 2025, to carry out a capital increase of €1,683,658.93 through debt-to-equity conversion, by issuing 168,365,893 new ordinary shares with a nominal value of €0.01 each, with preemptive subscription rights waived in favor of specific categories of investors.
The subscription price for the new shares was set at €0.046 per share, including a €0.036 share premium, corresponding to the volume-weighted average price (VWAP) of the three last trading sessions on Euronext Growth Paris (July 16, 17, and 18, 2025 - €0.054), reduced by a 15% discount, in compliance with the shareholder authorization. This represented a total subscription amount, including share premium, of
€7,744,831.08.
The capital increase was fully subscribed through debt compensation, primarily by Artal International SCA, Financière de la Montagne, and SCP Esperanza 2019.
Following these transactions, the Company's share capital amounted to €3,505,079.43, divided into
350,507,943 ordinary shares with a nominal value of €0.01 each.
On October 15, 2025, Valerio Therapeutics completed a capital increase of €6,363,636.20, through the issuance of 138,339,918 new shares at €0.046 per share, with preemptive subscription rights waived.
The operation, fully subscribed, comprised €3,499,999.99 in cash and €2,863,636.20 through debt conversion, primarily from Artal International SCA, Fidat Ventures, Esperanza 2019, and Saint James Ventures 2. Following this transaction, the Company's share capital now amounts to €4,888,478.61, divided into 488,847,861 ordinary shares with a nominal value of €0.01 each, with the new shares representing 28% of the total share capital. This transaction further strengthens the Company's financial structure, supporting both the development of its technology platforms and the ongoing debt restructuring efforts.
RELATED PARTY TRANSACTIONS
Related party transactions, as defined under paragraph 9 of IAS 24, concern exclusively entities included
within the consolidation scope.
In June 2025, the Company's main shareholders, Artal International SCA and Financière de la Montagne, entered into a shareholder current account agreement totaling €5.5 million, part of which was converted into equity in July 2025.
This transaction formed part of a comprehensive financial restructuring plan, which also included extensions and amendments of bank debt, as well as settlement agreements with certain suppliers involving reductions and/or rescheduling of payables.
These measures have contributed to securing the Company's cash position through the end of 2025.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2025
The interim financial statements as of June 30, 2025, prepared in accordance with IFRS standards and approved by the Board of Directors on October 20, 2025, have neither been audited nor reviewed.
The interim financial statements for the period from January 1 to June 30, 2025, were prepared on a going
concern basis.
This preparation is based on an assessment of liquidity risk relative to the 2025-2026 cash flow forecasts, and on the assumption that ongoing projects and partnership agreements will be successfully executed, allowing the Group to maintain sufficient financing to meet its estimated cash requirements over the next 12 months.
However, the Group's ability to continue as a going concern remains uncertain, as it depends on its capacity to secure short- to medium-term financing and renegotiate certain debts with its principal creditors.
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONASSETS (in € thousands)
30/06/2025
31/12/2024
Note
Non-current assets
11 967
615
431
77
11 967
4
5
6.1
6.2
Intangible assets
607
Property, plant and equipment
565
Right-of-use assets
220
Other financial assets
Total non-current assets
13 090
13 360
Current assets
Trade receivables and related accounts
2 754
1 724
Other current receivables
1 960
1 667
Cash and cash equivalents
2 638
1 178
Total current assets
7 353
4 569
TOTAL ASSETS
20 443
17 929
LIABILITIES AND EQUITY (in € thousands)
30/06/2025
31/12/2024
Note
Equity
Share capital
21 611
21 611
8.1
Less: treasury shares
-36
8.2
Share premium
15 692
15 692
8.3
Reserves
Net income (loss) for the period
-46 212
-208
-22 278
-23 919
Equity attributable to owners of the Company
-9 117
-8 930
Non-controlling interests
666
665
Total equity
-8 451
-8 265
Non-current liabilities
Non-current provisions
307
305
9.1
Deferred tax liabilities
0
0
Non-current financial liabilities
7 160
5 630
9.2
Non-current lease liabilities
163
182
9.2
Other non-current liabilities
0
1 740
9.3
Total non-current liabilities
7 639
7 858
Current liabilities
Current provisions
0
0
9.1.2
Short-term borrowings and financial liabilities
11 027
7 298
10.1
Current lease liabilities
222
325
Trade payables and related accounts
4 087
5 247
10.2
Other current liabilities
5 928
5 467
10.3
Total current liabilities
21 265
18 337
TOTAL LIABILITIES
20 443
17 929
English translation of the original French report - for Board review
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEIn € thousands
30/06/2025
30/06/2024
Note
Recurring revenue from license agreements
11.1
11.2
11.3
12
13
Non-recurring revenue from license agreements
Total revenue
126
89
Purchases consumed
-394
- 163
Personnel expenses
-1 111
- 4 345
External expenses
-869
-4 627
Taxes and duties
-23
-5
Net depreciation, amortization and provisions
-268
-1 680
Other current operating expenses
-203
- 108
Total operating expenses
-2 867
-10 928
Other current operating income
1 049
2
Operating income (loss)
-1 692
-10 837
Other operating income
1 785
Other operating expenses
-15
-88
Share of profit (loss) from associates
Operating result after share of profit (loss) of associates
78
-10 925
Net cost of financial debt
-98
Other financial income
13
27
Other financial expenses
-201
-60
Financial result
-285
-33
Profit (loss) before tax
-208
-10 958
Income tax
(including deferred tax)
Net income (loss) for the period
-208
-10 958
Basic earnings per share (€)
-0,00
-0,07
Diluted earnings per share (€)
-0,00
-0,07
In € thousands
30/06/2025
30/06/2024
Note
Net income (loss) for the period
-208
-10 958
Translation differences
Other recyclable comprehensive income (loss)
Actuarial gains and losses
Other non-recyclable comprehensive income (loss)
-149
-149
11
11
176
176
Total other comprehensive income (net of tax)
-139
176
Total comprehensive income (loss) for the period
-347
-10 782
-347
-10 782
Attributable to owners of the parent
Attributable to non-controlling interests
16
CONSOLIDATED STATEMENT OF CHANGES IN EQUITYChanges in Reserves and Retained Earnings
In € thousands
Share Capital
Treasury Shares
Share Premium
Currency Translation Reserves
Gains and Losses Recognised in Equity
Consolidated Reserves and Retained Earnings
Total Changes
Total Group
Non-controlling Interests
Total Equity
Equity at June 30, 2023
38 591
97
28 991
365
-38
-44 636
-44 310
23 176
23 176
Total comprehensive income for the period
38
60
8 700
8 602
-8 602
-8 602
Capital increase / (reduction)
Treasury shares
Other movements
37
-40
-40
3
3
Share-based payments
244
244
244
244
Equity at December 31, 2023
38 591
-60
28 991
403
22
-53 142
-52 716
-8 441
-8 441
Total comprehensive income for the period
176
-10 958
-10 782
-10 782
-10 782
Capital increase / (reduction)
Treasury shares Other movements
Share-based payments
-16 980
-1
96
16 980
-96
16 980
1
1
Equity at 30/06/2024
21 611
-61
28 991
675
22
-47 216
-46 519
4 022
4 022
Total comprehensive income for the period
-337
108
-12 973
-13 202
-13 202
-13
-13 215
Capital increase / (reduction)
Treasury shares
Changes in scope of consolidation
Other movements Share-based payments
24
-13 299
-123
-35
13 315
390
-123
13 280
390
-123
-19
390
678
555
-19
390
Equity at 31/12/2024
21 611
-36
15 692
180
130
-46 484
-46 173
-8 931
666
-8 265
Total comprehensive income for the period
-149
11
-208
-347
-347
-347
Capital increase / (reduction)
Treasury shares
Changes in scope of consolidation
36
36
36
Other movements
Share-based payments
53
72
53
72
53
72
53
72
Equity at 30/06/2025
21 611
0
15 692
963
140
-46 567
-46 395
-9 117
666
-8 451
17
Valerio Therapeutics is a clinical-stage biotechnology company developing novel cancer therapeutics that target tumor DNA functions through unique mechanisms of action in the field of DNA Damage Response (DDR). NOTE 1: BASIS OF PREPARATION OF THE FINANCIAL STATEMENTSIn € thousands
Note
30/06/2025
31/12/2024
30/06/2024
Consolidated net income
-208
-23 931
-10 958
+/- Net depreciation, amortisation and provisions (excluding current assets)
4, 5,
9.1
282
11 314
1 680
-/+ Unrealised gains and losses from fair value changes
+/- Share-based payment expenses
8.4
72
195
-/+ Other non-cash income and expenses
390
-/+ Gains and losses on disposals
15
-787
88
-/+ Gains and losses of dilution
+/- Share of profit (loss) of associates
+/- Other non-cash items
13
Cash flows from operating activities after net financial expense
and taxes
162
-13 015
-8 982
+ Gross financial expense
12
-98
178
+/- Income tax expense (including deferred tax)
377
Cash flows from operating activities before net financial expense
and taxes
259
-12 460
-8 982
- Income tax paid
-3 861
4 091
2 149
+/- Change in working capital requirements (including employee
benefits obligations)
Net cash flows from operating activities
-3 602
-8 369
-6 833
Net cash flows from operating activities
-107
-319
-40
- Purchases of property, plant and equipment and intangible assets
+ Proceeds from disposals of property, plant and equipment and
intangible assets
- Purchases of financial assets (non-consolidated)
145
9
4
+ Proceeds from disposals of financial assets (non-consolidated)
-1 080
+/- Impact of changes in consolidation scope
+ Dividends received (associates, non-consolidated shares)
+/- Change in loans granted
+ Investment grants received
Net cash flows from investing activities
38
-1 389
-36
+ Amounts received from shareholders under capital increases
. Paid by shareholders of the parent company
8.1
. Paid by minority shareholders of consolidated companies
+ Amounts received from exercise of share options
-/+ Net purchase/sale of treasury shares
8.2
42
24
+ Proceeds from new borrowings
5 392
5 542
5 000
- Loan repayments (including lease liabilities)
9.2,
10.1
-405
-1 356
-812
of which lease liability repayments (IFRS 16)
-177
-357
-172
+/- Other cash flows related to financing activities
Net cash flows from financing activities
5 029
4 210
4 188
+/- Effect of exchange rate changes
-2
-115
-154
Net change in cash and cash equivalents
1 462
-5 663
-2 835
Cash and cash equivalents at beginning of period
1 151
6 814
6 814
Cash and cash equivalents at end of period
2 614
1 151
3 979
The condensed consolidated interim financial statements of Valerio Therapeutics as of June 30, 2025, were approved by the Board of Directors on October 20, 2025.
They have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, specifically IAS 34 - Interim Financial Reporting, which allows the presentation of selected explanatory notes.
Accordingly, these condensed financial statements should be read in conjunction with the consolidated annual financial statements for the year ended December 31, 2024, as included in the 2024 Annual Financial Report published on July 9, 2025.
The accounting principles applied as of January 1, 2025, are identical to those detailed in the notes to the consolidated financial statements published as of December 31, 2024.
Furthermore, the Group has elected not to early adopt any new standards, amendments or interpretations whose mandatory application date is subsequent to June 30, 2025, whether or not they have been endorsed by the European Union. The potential impacts of these new standards and amendments are currently under review.
Use of estimatesAs of June 30, 2025, the Group used estimates and assumptions in preparing its financial statements,
particularly with respect to:
the fair value of R&D programs acquired through business combinations (see Note 4),
share-based payment plans (see Note 8.3),
retirement benefit obligations and provisions (see Note 9.1.1),
trade payables accrued at period-end related to ongoing clinical trials.
The interim financial statements for the period from January 1 to June 30, 2025, have been prepared on a going-concern basis. This assumption relies on an assessment of liquidity risk based on cash-flow forecasts for 2025-2026 and on the expectation that ongoing projects will progress satisfactorily and that partnership agreements will be implemented, allowing the Group to maintain sufficient financial resources to meet its estimated cash requirements over the next 12 months.
However, the Group's ability to continue its operations beyond the next 12 months remains dependent on
its capacity to raise additional funds in the short and medium term.
NOTE 2: CONSOLIDATION SCOPEThe Group comprises Valerio Therapeutics SA, which conducts the majority of its operations in Paris, as well as the following subsidiaries:
- Valerio Therapeutics Inc.
- Topotarget Switzerland
- Valour Bio SAS
- Emglev Therapeutics
All subsidiaries are 100% owned and fully consolidated as of June 30, 2025.
NOTE 3 : REPORTING ON OPERATING SEGMENTS (IFRS 8)The Group operates as a single operating segment. In accordance with paragraphs 32 and 33 of IFRS 8, information on the geographical breakdown of revenue is provided in Note 11.1. Consistent with this standard, the Group's property, plant and equipment and intangible assets are primarily located in France.
NOTE 4 : INTANGIBLE ASSETSIn € thousands
December 31, 2023
Increase
Decrease
December 31, 2024
Increase
Decrease
June 30,
2025
AsiDNA™ R&D Assets
2 472
787
3 259
3 259
Goodwill
20 059
1 932
21 991
21 991
Other
Intangible assets
511
1 004
1 515
1
1 516
Total gross value
23 042
3 723
26 765
1
26 766
Accumulated amortization
-511
-4 263
-4 774
-1
-4 775
Total amortization
-511
-4 263
- 4 774
-1
-4 775
Impairment of goodwill
-2 000
- 8 023
-10 023
-10 023
Total impairment
-2 000
-8 023
-10 023
-10 023
TOTAL
20 53
1
-8 563
787
11 968
11 968
Assessment of Impairment Indicators and Impairment Testing
The R&D assets acquired in connection with the acquisition of DNA Therapeutics, namely AsiDNA™, as well as goodwill, are subject to an impairment test at least once a year in accordance with IAS 36.
No impairment indicators have been identified with respect to the R&D assets related to AsiDNA, therefore, no impairment testing was performed and no impairment loss was recognized as of June 30, 2025.
Similarly, no impairment indicators were identified for goodwill. As the Company's market capitalization as of June 30, 2025-representing the fair value of goodwill-exceeded the consolidated net book value at that date, no impairment testing was performed and no impairment loss was recognized.
NOTE 5 : RIGHT-OF-USE ASSETSIn € thousands
31/12/2023
Increase
Dicrease
31/12/2024
Increase
Dicrease
30/06/2025
Right-of-use assets
2 896
220
-100
3 015
54
-215
2 854
Accumulated amortization
of right-of-use assets
-2 169
-381
100
-2 450
-188
215
-2 423
Net book value of right-of-
use assets
727
-161
565
-135
431
The right-of-use assets mainly relate to the lease of the Company's headquarters, as well as to the rental of laboratory equipment and vehicles. These right-of-use assets are depreciated over the remaining term of the respective lease agreements.
NOTE 6 : CURRENT ASSETS-
Trade receivables and related accounts
In thousands of €
June 30,
2025
< 1 year
> 1 year
December
31, 2024
Trade receivables and related accounts
2,754
2,754
1,724
As of June 30, 2025, trade receivables mainly correspond to amounts due from the partner Biogen, relating to royalties receivable on sales under a license agreement. This receivable was collected during the first half of 2025.
- Other receivables
In thousands of €
June 30, 2025
< 1 year
> 1 year
December 31, 2024
Suppliers - Advances and prepayments
Staff and related accounts
3
3
4
Research Tax Credit (Crédit d'Impôt Recherche)
1,340
1,340
874
Other tax receivables
622
622
668
Other receivables
4
4
Prepaid expenses
-9
-9
117
Net value of other receivables
1,960
1,960
1,667
The "Research Tax Credit" item includes a French R&D tax credit for 2024 in the amount of €954 thousand, which had not yet been reimbursed as of June 30, 2025, as well as the tax credit for the first half of 2025, amounting to €477 thousand.
In accordance with IAS 20, this credit has been deducted from the corresponding expense items by nature, as follows:
In thousands of €
June 30, 2025
December 31,
2024
June 30, 2024
Personnel expenses
221
443
105
External expenses
241
482
595
Depreciation and amortization
15
30
Total
477
954
700
Other tax receivables mainly relate to deductible VAT and a VAT credit of €250 thousand, for which the Company has requested reimbursement.
NOTE 7 : CASH AND CASH EQUIVALENTSIn thousands of €
Net value as of June 30, 2025
Net value as of December 31,
2024
Change in cash position
Cash
2,638
1,178
4,316
Cash equivalents
-
-
Total net cash position
2,638
1,178
4,316
The change in net cash position is mainly attributable to operating expenses (€2,867 million), primarily related to research and development activities, repayments of debts to third parties, and supplier debt repayments. These outflows were offset by cash advances from the main shareholders - €4.5 million from Artal International SCA and €0.5 million from Financière de la Montagne - received during the first half of 2025 (in April, May, and June).
NOTE 8 : SHAREHOLDERS' EQUITY-
Share capital
As of June 30, 2025, the share capital amounted to €21,610,998.20, divided into 154,364,273 ordinary shares with a nominal value of €0.14 each, all of the same class and fully paid up.
During the period, the share capital evolved as follows:
Nominal value (€)
Number of shares
Amount €
Fully paid shares as of December 31, 2024
0,14
154 364 273
21 610 998,20
Capital reduction
Fully paid shares as of June 30, 2025
0,14
154 364 273
21 610 99820
-
Treasury shares
The liquidity agreement with Kepler Cheuvreux was terminated during the first half of 2025. As of June 30,
2025, the Company no longer held any treasury shares.
Gains and/or losses from share buybacks as of June 30, 2025, amounting to €5,857, were recorded under
reserves in accordance with applicable accounting standards.
- Share-based payments
Full details of stock options and share warrants granted by the Group are provided below.
During the first half of the year, no stock options or share warrants were granted.
Type
Date of authorization
Authorized BSAs
Grant date
Granted BSAs
Subscribed BSAs
Beneficiaries
Outstanding BSAs as of 06/30/2025
(adjusted ¹)
Exercisable BSAs as of 06/30/2025
(adjusted ¹)
Subscription price per share (€) (adjusted ¹)
Expiry date
Membres du CA non-salariés et non dirigeants
BSA 2015
May 20 2015 -
Resolution 18
405,000
Oct 27 2015
80,000
65,000
65,000
65,000
3.61
Oct 27 2025
BSA 2015-2
Jan 23 2016
90,000
90,000
90,000
90,000
3.33
Jan 23 2026
BSA 2016
Apr 6 2016 -
Resolution 23
405,520
Jul 28 2016
260,000
190,000
160,000
160,000
3.16
Jul 28 2026
BSA 2016-2
Oct 25 2016
30,000
30,000
Key consultants
of the Company
30,000
30,000
2.61
Oct 25 2026
BSA 2016-3
Dec 21 2016
70,000
70,000
Non-executive Board members
52,500
52,500
2.43
Dec 21 2026
BSA 2017
May 24 2017 -
Resolution 29
470,440
Jul 28 2017
340,000
30,000
300,000
300,000
4.00
Jul 28 2027
BSA 2018
Jun 19 2018 -
Resolution 28
360,000
Jul 27 2018
359,500
274,500
274,500
274,500
1.187
Jul 27 2028
BSA 2018-2
Oct 25 2018
85,000
85,000
85,000
85,000
1.017
Oct 25 2028
BSA 2020
Jun 19 2020 -
Resolution 31
500,000
Sep 17 2020
500,000
350,000
350,000
350,000
0.684
Sep 17 2030
BSA 2021
Apr 28 2021
150,000
150,000
Key consultants
of the Company
(¹)
150,000
150,000
0.723
Apr 28 2031
BSA 2021-2
Jun 10 2021 -
Resolution 19
700,000
Jun 11 2021
100,000
100,000
Non-executive
Board members
100,000
100,000
0.662
Jun 11 2031
BSA 2021-3
Jul 29 2021
300,000
125,000
125,000
125,000
0.620
Jul 29 2031
BSA 2021-4
Oct 6 2021
150,000
75,000
75,000
75,000
0.560
Oct 6 2031
BSA 2022
Feb 2 2022
150,000
150,000
Chairwoman of
the Board
150,000
150,000
0.420
Feb 2 2032
BSA 2022-2
Feb 2 2022
75,000
75,000
Non-executive
Board members
75,000
75,000
0.420
Feb 2 2032
TOTAL BSA
2 082 000
2 082 000
Plan designation
Authorization date
Authorized options
Grant date
Granted options
Beneficiaries
Outstanding options as of 06/30/2025
(adjusted ¹)
Exercisable options as of 06/30/2025
(adjusted ¹)
Adjusted exercise price per share (€) ¹
Expiry date
Employees SO 2018
Jun 19 2018 -
Resolution 27
970,000
Jul 27 2018
Jul 27 2018
758,604
Employees
53,655
53,655
1.187
Jul 27 2028
Executives SO 2018
150,723
Executives
0
0
1.187
Jul 27 2028
TOTAL SO 2018
970,000
909,327
53,655
53,655
Employees SO 2020
Jun 19 2020 -
Resolution 30
1,200,000
Sep 17 2020
Sep 17 2020
1,030,000
Employees
120,000
120,000
0.684
Sep 17 2030
Executives SO 2020
170,000
Executives
0
0
0.684
Sep 17 2030
TOTAL SO 2020
1,200,000
1,200,000
120,000
120,000
Employees SO 2021
Jun 10 2021 -
Resolution 30
1,500,000
Jul 29 2021
281,000
Employees
49,000
49,000
0.62
Jul 29 2031
Executives SO 2021
Jul 29 2021
60,000
Executives
0
0
0.62
Jul 29 2031
SO 2021-2
Jul 29 2021
429,194
Employees & Executives
8,665
8,665
0.62
Jul 29 2031
TOTAL SO 2021
1,500,000
770,194
57,665
57,665
SO 2022
Jun 10 2021 -
Resolution 18
1,500,000
Feb 2 2022
250,000
Executives
250,000
250,000
0.42
Feb 2 2032
SO 2022-2
Apr 19 2022 -
Resolution 4
7,350,000
May 4 2022
May 4 2022
2,030,000
Employees
922,500
922,500
0.40
May 4 2032
SO 2022-3
3,810,285
Executives
3,066,905
3,066,905
0.40
May 4 2032
SO 2022-4
Sep 13 2022
240,000
Employees
90,000
90,000
0.33
Sep 13 2032
TOTAL SO 2022
8,850,000
7,050,285
4,329,405
4,329,405
SO 2022-5
720,000
Apr 21 2023
720,000
Employees
173,750
173,750
0.32
Apr 21 2033
SO 2023-1
Jun 6 2023 -
Resolution 10
7,350,000
Jun 29 2023
645,000
Employees
31,250
31,250
0.26
Jun 29 2033
SO 2023-2
Jun 29 2023
1,714,500
Executives
428,625
428,625
0.26
Jun 29 2033
TOTAL SO 2023
7,350,000
2,359,500
633,625
633,625
TOTAL SO
5,194,350
5,194,350
(1) Adjustment of the number and subscription price of options following capital increases in July 2011, July 2013, and December 2014, in accordance with Article L.228-99 of the French Commercial Code (Board of Directors' resolutions of July 28 2011, November 14 2013, and January 22 2014).
NOTE 9 : NON-CURRENT LIABILITIES-
Non-current provisions
In thousands of €
Dec. 31, 2024
Additions
Reversals
Actuarial
variance
June 30, 2025
Retirement benefit obligations
34
13
-11
36
Other provisions
271
271
Total non-current provisions
305
13
-11
307
-
Retirement benefit obligations
Provisions for retirement benefits amounted to €35,651 as of June 30, 2025, compared with €33,673 as of
December 31, 2024.
This change breaks down into an addition of €12,531 and an actuarial variance of €10,553. The actuarial assumptions used were as follows:
June 30, 2025
Dec. 31, 2024
Collective agreement
National Collective Agreement of the Pharmaceutical Industry
Retirement Age
Between 65 and 67 years, in accordance with the French pension
reform law of April 14
Valuation date
June 30, 2025
Dec. 31, 2024
Mortality table
INSEE 2024
INSEE 2024
Discount rate
3,45%
3,35%
Salary increase rate
3%
3%
Turnover rate
By age group:
By age group:
Social contribution rate
40%
0% from 16-24 years
1.12% from 25-34 years
6.74% from 35-44 years
2.25% from 45-54 years
0% above 55 years
0% from 16-24 years
1.12% from 25-34 years
6.74% from 35-44 years
2.25% from 45-54 years
0% above 55 years
-
Provisions
The provisions consist of a restoration provision recognized in accordance with IFRS 16, amounting to €271
thousand.
-
Retirement benefit obligations
-
Non-current financial liabilities
TOTAL 7,323 5,813 1,511 1,554 -44
In thousands of €
30/06/2025
31/12/2024
Variation
Total
Cash impact
Non-cash impact
Government -back
loans (PGE)
3,102
1,548
1,554
1 554
Convertible bond loan
4,000
4,000
Repayable advances
58
83
-25
-25
Shareholder loans
Subtotal
7,160
5,630
1,530
1 530
Lease liabilities
163
182
-19
-19
The Government backed loans (PGE) were granted in February 2021 by Bpifrance and the Group's commercial banks. Valerio Therapeutics chose to repay these loans over a 5-year period starting in February 2022, with the first year being a grace period during which only interest was payable.
These loans bear interest rates between 0.69% and 2.25% over the repayment period. Given these relatively low rates, the loans could give rise to the recognition of a government grant in accordance with IAS 20.
However, considering the purpose and terms of the PGEs, the value of such a grant is linked to the duration of the loan and should be recognized in profit or loss symmetrically with the interest expense. Therefore, recognizing a grant would have no practical impact on the income statement or presentation compared with recognizing the PGE at its contractual rate. For this reason, the Group has chosen to recognize them at the amount of cash received, net of transaction costs.
The convertible bonds were issued in April 2022 and subscribed by Invus Public Equities LP and Financière de la Montagne for €2.5 million and €1.5 million, respectively.
The maturity date is April 6, 2027. The convertible bonds are non-interest-bearing and may be converted into ordinary shares at the Company's discretion between the issue date and maturity date. Each bond entitles its holder, upon conversion, to a number of ordinary shares equal to the nominal value of one bond divided by X, where X is the lower of:
€0.410, or
the volume-weighted average price (VWAP) over the three trading days preceding the conversion
request, without any discount.
It should be noted that Financière de la Montagne converted €1.5 million of convertible bonds into shares
in July 2025.
Repayable advances were granted by Bpifrance and the Île-de-France Region, notably under the Innov'Up Leader PIA program, to finance the Company's R&D programs AsiDNA™ and PlatON™. These advances are non-interest-bearing. They have been due since the end of 2023 and are now considered current financial liabilities.
Lease liabilities are recognized in accordance with IFRS 16, in counterpart of right-of-use assets for buildings and equipment leased by the Group.
The following table provides a maturity analysis of non-current liabilities:
In thousands of €
30/06/2025
1 to 5 years
Over 5 years
Government backed-loans
3,102
3,102
Convertible bond loan
4,000
4,000
Repayable advances
58
58
Lease liabilities
163
163
TOTAL
7,323
7,323
- Others non-current financial liabilities
Other non-current liabilities previously included the debt owed to SpePharm, related to the settlement
agreement signed by the Group on February 11, 2020, for an initial amount of €4.048 million.
This liability has been reclassified as a current liability following the rescheduling of repayments over 2025 and 2026, thereby providing improved visibility and greater flexibility in the management of the Group's cash flows.
NOTE 10 : CURRENT LIABILITIES-
Current provisions
Current provisions are estimated at €61 thousand. They mainly relate to provisions for social security
liabilities.
-
Short-term borrowings and financial liabilities
In thousands of €
30/06/2025
31/12/2024
Variation
Total
Cash impact
Non-cash
impact
Governmennt backed-loans
(PGE)
253
1,854
-1,601
-47
-1,554
Repayable advances
33
33
Accrued interest and fees
2
11
-9
-9
Other
10,739
5,399
5,340
5,340
Subtotal
11,027
7,297
3,730
5,293
-1,563
Lease liabilities
222
325
-103
-103
TOTAL
11,249
7,622
3,627
5,293
-1,666
-
Trade payables
In thousands of €
30/06/2025
31/12/2024
Trade payables and related accounts
4,088
5,247
The change in trade payables is mainly due to the repayment of outstanding supplier debts.
- Other current liabilities
In thousands of €
30/06/2025
31/12/2024
Social liabilities
1,211
1,713
Tax liabilities
461
627
Other liabilities
4,256
3,126
Total
5,928
5,467
The decrease in social liabilities mainly results from the termination of clinical trials, which led to the closure of the U.S. subsidiary and the departure of its employees.
The increase in other liabilities is primarily due to the reclassification of the SpePharm debt as current liabilities, amounting to €1.25 million as of June 30, 2025, with final maturity scheduled for April 2026.
NOTE 11: OPERATING INCOME AND EXPENSES-
Revenue
In thousands of €
30/06/2025
30/06/2024
Recurring revenue from licensing agreements
0
0
Non-recurring revenue from licensing agreements
126
88
Total revenue
126
88
-
Staff costs
Staff costs are broken down as follows:
In thousands of €
30/06/2025
30/06/2024
Salaries
852
3,442
Social security contributions
405
800
Employee benefits (IFRS 2)
72
195
Research tax credit deduction
-221
-105
Other staff expenses
2
13
Total
1,111
4,345
The total headcount (employees and corporate officers) was 25 people as of June 30, 2025, compared with 38 people as of June 30, 2024.
- External expenses
External expenses are composed as follows:
In thousands of €
30/06/2025
30/06/2024
R&D expenses
395
4,360
Research tax credit deduction
-241
-595
General and administrative expenses
715
862
Total
869
4,627
The decrease in R&D expenses compared with 2024 mainly reflects the termination of clinical trials and the closure of the U.S. subsidiary in January 2025, as part of the refocusing of resources on the new R&D strategy implemented in 2025.
NOTE 12 : FINANCIAL RESULTNOTE 13 : EARNINGS PER SHAREIn thousands of €
30/06/2025
Cash impact
Non-cash
impact
30/06/2024
Income from cash and cash equivalents
Cost of financial debt
-98
-98
Net cost of financial debt
-98
-98
Other financial income
13
13
27
Other financial expenses
-201
-201
-60
Financial result
-285
-98
-188
-33
30/06/2025
30/06/2024
Net income attributable to ordinary shareholders (€)
-207 738
-10 958 202
Number of shares issued
154 364 273
154 364 273
Treasury shares
0
392 365
Number of shares outstanding (excluding treasury shares)
154 364 273
153 971 808
Stock options Warrants (BSA)
5 194 350
2 082 000
7 775 344
2 186 886
Total potential and issued shares (excluding treasury shares)
161 640 623
163 934 138
Weighted average number of shares outstanding (excluding treasury
shares)
161 640 623
163 934 138
Basic earnings per share (€)
-0,00
-0,07
Diluted earnings per share (€)
-0,00
The impact of dilution is not presented for 2024 and 2025, as it would be anti-dilutive due to the negative result.
NOTE 14 : RELATED PARTIESTransactions with related parties, as defined in paragraph 9 of IAS 24, relate exclusively to companies included within the scope of consolidation.
In May 2025, the Company entered into shareholder loan agreements with Artal International SCA and
Financière de la Montagne, for €5 million and €500,000 respectively.
NOTE 15 : SUBSEQUENT EVENTSSee Section 6.2 of the 2025 Interim Financial Report.
CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT
I hereby certify that, to the best of my knowledge, the condensed interim consolidated financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, financial position, and results of the Company and of all entities included in the consolidation. I further certify that the interim management report (presented in Chapter 4 of this report) gives a fair description of the significant events that occurred during the first six months of the year, their impact on the financial statements, the main related-party transactions, and a description of the principal risks and uncertainties for the remaining six months of the year.
Paris, October 24, 2025 |
Mr. Julien Miara Chief Executive Officer |
