Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 28, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

UNIQURE N.V.

(Exact Name of Registrant as Specified in its Charter)

Netherlands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Paasheuvelweg 25a, 1105 BP Amsterdam, The Netherlands	N/A
(Address of Principal Executive Offices)	(Zip Code)

uniQure N.V. Amended and Restated 2014 Share Incentive Plan

(Full Title of the Plan)

Matthew Kapusta

Chief Executive Officer

113 Hartwell Avenue

Lexington, MA 02421

(Name and Address of Agent For Service)

Tel: +1 339 970 7000

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Jeannette Potts

Chief Legal Officer

113 Hartwell Avenue

Lexington, MA 02421

+1 339 970 7000

Timothy J. Corbett

Benjamin Stein

Morgan, Lewis & Bockius UK LLP

Condor House, 5-10 St. Paul’s Churchyard

London EC4M 8AL United Kingdom

+44 20 3201 5690

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by uniQure N.V. (the “Registrant”) solely for the purpose of registering an additional 1,750,000 ordinary shares, par value €0.05 per share (the “Ordinary Shares”), of the Registrant to be offered to participants under the Registrant’s 2014 Share Incentive Plan, which was originally adopted at the annual general meeting of the Registrant’s shareholders on January 9, 2014 and was subsequently amended or amended and restated, as applicable, as of June 10, 2015, June 15, 2016, June 13, 2018, June 16, 2021 and November 15, 2023 (as amended and restated, the “2014 Plan”).

On September 27, 2023, an amendment to the 2014 Plan (in the form then in effect) was approved by the board of directors of the Registrant and, following approval of the amended and restated 2014 Plan on November 15, 2023, was subsequently approved by the Registrant's shareholders on the same date to increase the number of Ordinary Shares reserved for issuance under the 2014 Plan by an additional 1,750,000 Ordinary Shares.

The Ordinary Shares registered hereby are in addition to and of the same class as those on the Registrant’s registration statements on Form S-8 registering (i) 1,531,471 Ordinary Shares issuable under 2014 Plan previously filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2014 (File No. 333-197887), (ii) 4,070,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on May 15, 2017 (File No. 333-218005), (iii) 3,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on June 14, 2018 (File No. 333-225629), and (iv) 4,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on July 20, 2021 (File No. 333- 258036) (collectively, the “Previous Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Previous Registration Statements and the contents incorporated by reference therein are hereby incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

(a) Annual Report on Form 10-K for fiscal year ended December 31, 2023 filed with the Commission on February 28,

2024;

(b) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 from the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 28, 2023; and

(c) The description of the securities contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-36294) filed with the Commission on January 31, 2014, under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated herein by reference.

EXHIBIT INDEX

Number		Description
5.1*		Opinion of Rutgers & Posch N.V., counsel to the Registrant
23.1*		Consent of Rutgers & Posch N.V. (included in Exhibit No. 5.1)
23.2*		Consent of KPMG Accountants N.V., Independent Registered Public Accounting Firm
24.1*		Power of attorney (included on the signature pages of this Registration Statement on Form S-8)
99.1		uniQure N.V. 2014 Share Incentive Plan, as amended and restated (incorporated by reference to Exhibit No. 10.1 to the Registrant’s Current Report on Form 8-K filed on November 17, 2023 (File No. 001-36294))
107*		Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, on February 28, 2024.


UNIQURE N.V.

By:	/s/ Matthew Kapusta
	Matthew Kapusta
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Kapusta and Christian Klemt, and each of them, as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Matthew Kapusta	Chief Executive Officer and Director	February 28, 2024
Matthew Kapusta	(Principal Executive Officer)

/s/ Christian Klemt	Chief Financial Officer	February 28, 2024
Christian Klemt	(Principal Financial Officer and Principal Accounting Officer)

/s/ Madhavan Balachandran	Director	February 28, 2024
Madhavan Balachandran

/s/ Robert Gut	Director	February 28, 2024
Robert Gut

/s/ Rachelle Jacques	Director	February 28, 2024
Rachelle Jacques

/s/ Jack Kaye	Director	February 28, 2024
Jack Kaye

/s/ David Meek	Director	February 28, 2024
David Meek

/s/ Leonard Post	Director	February 28, 2024
Leonard Post

/s/ Paula Soteropoulos	Director	February 28, 2024
Paula Soteropoulos

/s/ Jeremy P. Springhorn	Director	February 28, 2024
Jeremy P. Springhorn

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on February 28, 2024.

UNIQURE, INC.

By:	/s/ Jeannette Potts
Name: Jeannette Potts
Title: Chief Legal Officer

Exhibit 5.1

Herengracht 466

1017 CA Amsterdam

P.O. Box 10896

1001 EW Amsterdam

T +31 20 891 3900

F +31 20 891 3901

info@rutgersposch.com

www.rutgersposch.com


uniQure N.V.
Paasheuvelweg 25
1105 BP Amsterdam			Our ref
The Netherlands			20210387/1659737/1
			Date
			28 February 2024

Re:	uniQure N.V. - SEC form S-8 filing opinion letter

Dear Sir, Madam,

1.	Introduction

We have acted as legal counsel to the Company as to certain matters of Dutch Law in connection with the Registration Statement.

2.	Definitions

Certain terms used in this opinion letter are defined in Annex 1 (Definitions) hereto.

3.	Dutch Law

We express an opinion on Dutch Law only, (i) including case law but only if published in printed form, and (ii) excluding tax, competition and procurement laws and, for the avoidance of doubt, the laws of the European Union insofar as not implemented in Dutch Law or directly applicable in the Netherlands. Our investigation has further been limited to the text of the documents. We have not investigated the meaning and effect of any document governed by a law other than Dutch Law. The opinions expressed herein are rendered only as at the date of this opinion letter and we assume no obligation to advise you of facts, circumstances, events or changes in Dutch Law that may hereafter arise or be brought to our attention and that may alter, affect or modify the opinions expressed herein.

4.	Scope of investigation

For the purpose of this opinion letter, we have examined and relied solely upon copies of the following documents:

The general terms and conditions of Rutgers & Posch N.V. in Amsterdam (Traderegister no. 56919891), which stipulate a limitation of liability, the applicability of Dutch law and the exclusive jurisdiction of the district court in Amsterdam, are applicable to all work performed. The general terms and conditions are available at www.rutgersposch.com.

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4.1.	the Equity Award Documentation;

4.2.	the Registration Statement;

4.3.	the Extract;

4.4.	the Deed of Incorporation;

4.5.	the Articles of Association; and

4.6.	the Company Certificate.

In addition, we have performed such other investigations as we considered necessary for the purpose of this opinion letter.

5.	Assumptions

For the purpose of this opinion letter, we have assumed that:

5.1.	all copies of documents conform to the originals and that all originals are authentic and complete;

5.2.	each signature is the genuine signature of the individual concerned;

5.3.	the equity award documentation as executed by the parties thereto conforms to the Equity Award Documentation;

5.4.	all factual matters, statements in documents, confirmations and other results of our investigation, relied upon or assumed herein, are true and accurate as at the date of this opinion letter;

5.5.	the Registration Statement has been or will be filed with the SEC in the form referred to in this opinion letter;

5.6.	the issue of any Shares (or of any rights to acquire any Shares) has been or will be validly authorised in accordance with the articles of association of the Company in force and effect at the time of authorisation;

5.7.	any pre-emptive rights in respect of the issue of any Shares (or of any rights to acquire any Shares) have been or will be observed or validly excluded in accordance with the articles of association of the Company in force and effect at the time of observance or exclusion;

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5.8.	the authorised share capital of the Company at the time of the issue of any Shares was or will be sufficient to allow for the issue;

5.9.

any Shares have been or will be (i) issued in the form and manner prescribed by the articles of association of the Company in force and effect at the time of issue, and (ii) accepted by the subscribers for them in accordance with all applicable laws (including, for the avoidance of doubt, Dutch Law); and

5.10.

the nominal amount of any Shares and any agreed share premium thereon have been or will be validly paid.

6.	Opinion

Based upon the foregoing and subject to any factual matters and documents not disclosed to us in the course of our investigation, and subject to paragraph 7, we express the following opinion:

6.1.	The Shares, when issued, have been or will have been validly issued, have been or will have been fully paid and are or will be non-assessable.¹

7.	Reliance

7.1.

This opinion letter is furnished to you in order to be filed as an exhibit to the Registration Statement and may only be relied upon by you for the purpose of the Registration. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act or the rules and regulations promulgated thereunder.

7.2.

This opinion letter may only be relied upon by you on the condition, and by accepting this opinion letter you agree with us, that (i) this opinion letter including the agreement in this paragraph 7.2 and any issues of interpretation or liability arising hereunder will be governed by Dutch Law and be brought before a court in the Netherlands exclusively, (ii) no person other than Rutgers & Posch N.V. will have any liability pursuant to or in connection with this opinion letter, and (iii) any possible liability of Rutgers & Posch N.V. is limited to the amount available and payable under Rutgers & Posch N.V.’s professional malpractice insurance coverage

The term “non-assessable” has no equivalent in Dutch and as used in this letter means that a holder of a share will not, by reason of merely being such a holder, be subject to assessments or calls by the Company or its creditors for further payment (in addition to the amount required for the share to be fully paid) on such share.

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Sincerely yours,

/s/ Rutgers & Posch N.V.

Rutgers & Posch N.V.

Our ref 20210387/1659737/1

Page 5

Annex 1

Definitions

“2014 Plan” means the 2014 Share Incentive Plan of the Company, as amended and restated;

“Annual Report” means the Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC on 28 February 2024;

“Articles of Association” means the articles of association (statuten) of the Company, dated 22 June 2021, as deposited with the Chamber of Commerce and filed as Exhibit 3.1 to the Annual Report;

“Chamber of Commerce” means the Dutch Chamber of Commerce;

“Company” means uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch Law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 54385229;

“Company Certificate” means the certificate dated 28 February 2024 attached as Annex 2 (Company Certificate) hereto;

“Deed of Incorporation” means the deed of incorporation of the Company, dated 9 January 2012, as deposited with the Chamber of Commerce;

“Dutch Law” means the laws of the Kingdom of the Netherlands excluding Aruba, Bonaire, Curacao, Saba, Sint Eustatius and Sint Maarten (“the Netherlands”) as they currently stand and are applied by the courts of the Netherlands;

“Equity Award Documentation” means (i) the form of restricted share unit agreement filed as Exhibit 10.66 to the Annual Report, and (ii) the form of share option agreement filed as Exhibit 10.65 to the Annual Report;

“Extract” means an extract from the trade register of the Chamber of Commerce relating to the Company, dated 28 February 2024;

“Insolvency” means a suspension of payments (surseance van betaling), a bankruptcy (faillissement) or any equivalent or analogous regime under the laws of any foreign country;

“Shares” means the 1,750,000 ordinary shares in the share capital of the Company with a nominal value of EUR 0.05 each, issued or to be issued by the Company under the 2014 Plan and pursuant to the Registration Statement;

“Registration” means the registration of the Shares with the SEC under the U.S. Securities Act;

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“Registration Statement” means the registration statement on form S-8 in relation to the Registration filed or to be filed with the SEC as at the date hereof (excluding any documents incorporated by reference in it and any exhibits to it);

“SEC” means the U.S. Securities and Exchange Commission; and

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

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Annex 2

Company Certificate

From: the executive director of uniQure N.V.

Dated: 28 February 2024

The undersigned:

Matthew Kapusta, acting in his capacity as executive director of uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 54385229 (the “Company”).

Background:

A.	The Company intends to seek the Registration with the SEC of the Registration Statement;

B.	In connection with the Registration, as at the date of this Company Certificate, Rutgers & Posch N.V. intends to issue a legal opinion in the form attached to this certificate (the “Legal Opinion”);

C.	This Company Certificate is the “Company Certificate” as defined in the Legal Opinion; and

D.	The undersigned makes the certifications in this Company Certificate after due and careful consideration and after having made all necessary enquiries.

1.	Construction

1.1	Terms defined in the Legal Opinion have the same meaning in this Company Certificate.

1.2	In this Company Certificate “including” means “including without limitation”.

2.	Certification

The undersigned certifies the following:

2.1	Authenticity

As at the date of this Company Certificate the Extract accurately and completely reflects the matters purported to be evidenced thereby, except that the Extract does not reflect the up-to-date share capital of the Company.

2.2

Solvency

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The Company is not subject to any Insolvency, dissolution, liquidation, statutory merger or demerger and its assets are not under administration.

2.3

Issue

The number of ordinary shares in the share capital of the Company - with a nominal value of EUR 0.05 each - issued or to be issued pursuant to the Registration Statement will not exceed a maximum of 19.9% of our aggregate issued share capital at the time of issuance.

2.4

General

The undersigned is not aware of:

(a)

any claim (whether actual or threatened and including any claim, litigation, arbitration or administrative or regulatory proceedings) to the contrary of the certifications in this Company Certificate; or

(b)

any fact or circumstance which he understands or suspects has or might have any impact on the correctness of the Legal Opinion and which has not been disclosed to Rutgers & Posch N.V. in writing.

3.	Reliance

Rutgers & Posch N.V. may rely on this Company Certificate (without personal liability for the undersigned).

In evidence whereof this Company Certificate was signed in the manner set out below.

Matthew Kapusta

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 28, 2024, with respect to the consolidated financial statements of uniQure N.V., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG Accountants N.V.

Amstelveen, The Netherlands

February 28, 2024

Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8

(Form Type)

uniQure N.V.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered⁽¹⁾	Proposed Maximum Offering Price Per Unit⁽³⁾	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee⁽³⁾
Equity	Ordinary Shares, par value €0.05 per share	Rules 457(c) and 457(h)	1,750,000⁽²⁾	$6.38	$11,165,000.00	$147.60 per $1,000,000	$1,647.96
Total Offering Amounts					$11,165,000.00		$1,647.96
Total Fee Offsets							—
Net Fee Due							$1,647.96

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate amount of additional ordinary shares, par value €0.05 per share, of the Registrant (“Ordinary Shares”) that may be offered and issued as a result of any share split, share dividend or similar transactions.

(2)	Represents an additional 1,750,000 Ordinary Shares available for issuance under the Registrant’s amended and restated 2014 Share Incentive Plan.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Ordinary Shares as reported on the Nasdaq Global Select Market on February 26, 2024.

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