PRQR ProQR Therapeutics NV

 

As filed with the U.S. Securities and Exchange Commission on March 13, 2025

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

PROQR THERAPEUTICS N.V.

(Exact name of registrant as specified in its charter)

 

 

The Netherlands		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

Zernikedreef 9

2333 CK Leiden

The Netherlands

+31 88 166 7000

(Address of Principal Executive Offices)

 

 

ProQR Therapeutics N.V. Equity Incentive Plan

(Full title of the plan)

 

Sarah Kiely

245 Main Street

Cambridge, MA 02142

(415) 231-6431

(Name, address and telephone number of agent for service)

 

 

Copies to:

 

Mitchell S. Bloom, Esq. Adam V. Johnson, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000

Jurriaan Dekkers ProQR Therapeutics N.V. Zernikedreef 9 2333 CK Leiden The Netherlands +31 88 166 7000

 

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	x
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 (the “Registration Statement”) is being filed by ProQR Therapeutics N.V. (the “Registrant”) for the purpose of registering the offer and sale of (i) 5,108,693 additional ordinary shares, nominal value of €0.04 per share, that may be issued under the ProQR Therapeutics N.V. Equity Incentive Plan (as may be amended from time to time, the “Plan”) and (ii) 2,097,373 ordinary shares underlying options and restricted stock units previously granted under the Plan that were forfeited, surrendered, cancelled, terminated or expired, in whole or in part, for any reason other than through exercise without the issuance of shares, that may be made available for subsequent grants under the Plan.

 

The shares being registered relating to the Plan are of the same class as other securities for which the Registrant’s registration statements on Form S-8 (File No. 333-199451 and File No. 333-260801) filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2014 and November 4, 2021, respectively, are effective.

 

The information contained in the Registrant’s registration statements on Form S-8 (File No. 333-199451 and File No. 333-260801) is hereby incorporated by reference pursuant to General Instruction E, except for “Item 6. Indemnification of Directors and Officers” and “Item 8. Exhibits.”

 

 

PART II.

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the SEC, except that the Registrant does not incorporate any document or portion of a document that was furnished and deemed by the rules of the SEC not to have been filed:

 

(a)

the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 13, 2025 (File No. 001-36622), which contains audited financial statements for the Registrant’s latest fiscal year; and

 

(b)

the description of the Registrant’s ordinary shares contained in Exhibit 4.16 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 13, 2025 (File No. 001-36622), including any other amendments or reports filed for the purpose of updating such description (other than any portion of such filings that are furnished under applicable SEC rules rather than filed).

 

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Each subsequently filed Annual Reports on Form 20-F should be deemed to supersede entirely each earlier filed Annual Reports on Form 20-F and Reports of Foreign Private Issuer on Form 6-K containing our quarterly earnings releases and, unless explicitly stated otherwise, such earlier reports should not be deemed to be part of this Registration Statement and you should not rely upon statements made in those earlier periodic reports. Any Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the SEC after the date of this Registration Statement (or a portion thereof) is incorporated by reference in this Registration Statement only to the extent that the report expressly states that the Registrant incorporates it (or such portions) by reference in this Registration Statement and it is not subsequently superseded. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, unless explicitly stated otherwise, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 6. Indemnification of Directors and Officers.

 

Although Dutch law does not expressly provide for the indemnification of directors, the concept of indemnification of directors of a company for liabilities arising from their actions as members of the board is, in principle, accepted in the Netherlands. The Registrant’s articles of association provide that the Registrant will indemnify its board members (including in their former capacity as management board members and supervisory board members—as applicable—prior to May 22, 2024 when the general meeting of shareholders adopted the one-tier governance regime) against (i) any financial losses or damages incurred by such indemnified person and (ii) any expense reasonably paid or incurred by such indemnified person in connection with any threatened, pending or completed suit, claim, action or legal proceedings, whether civil, criminal, administrative or investigative and whether formal or informal, in which they become involved, to the extent this relates to their position with the Registrant, in each case to the fullest extent permitted by applicable law. No indemnification shall be given to an indemnified person (a) if a Dutch court has established, without possibility for appeal, that the acts or omissions of such indemnified person that led to the financial losses, damages, suit, claim, action or legal proceedings result from either an improper performance of such person’s duties as an officer of the Registrant or an unlawful or illegal act and (b) to the extent that such person’s financial losses, damages and expenses are covered by an insurance and the insurer has settled these financial losses, damages and expenses (or has indicated that it would do so). The Registrant’s board may stipulate additional terms, conditions and restrictions in relation to such indemnification.

 

 

The Registrant has entered into indemnification agreements with each of its directors and officers, in addition to the indemnification provisions provided for in its articles of association, and the Registrant may enter into indemnification agreements with its directors and officers in the future. Subject to certain exceptions, these agreements provide for indemnification for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were directors or officers of the Registrant.

 

In addition, the Registrant maintains insurance on behalf of its directors and certain other representatives against damages resulting from their conduct when acting in their capacities as such directors or representatives.

 

Item 8. Exhibits.

 

The exhibit index set forth immediately prior to the signature page is incorporated herein by reference.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended Articles of Association of the Registrant effective as of May 23, 2024 (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Statement on Form 20-F for the year ended December 31, 2024 (File No. 001-36622) filed with the SEC on March 13, 2025).
4.2		Form of Warrant Agreement issued to lenders identified therein (incorporated by reference to Exhibit 10.4 to the Registrant’s Report of Foreign Private Issuer on Form 6-K (File No. 001-36622) filed with the SEC on December 30, 2021).
5.1*		Opinion of A&O Shearman, Dutch legal counsel of the Registrant.
23.1*		Consent of A&O Shearman (included in Exhibit 5.1).
23.2*		Consent of KPMG Accountants N.V., independent registered public accounting firm of the Registrant
24.1*		Power of Attorney (included on the signature page to this Registration Statement).
99.1		ProQR Therapeutics N.V. Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Statement on Form 20-F for the year ended December 31, 2024 (File No. 001-36622) filed with the SEC on March 13, 2025).
107*		Filing Fee Table.

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 the City of Leiden, the Netherlands, on March 13, 2025.

 

	PROQR THERAPEUTICS N.V.
	By:	/s/ Daniel de Boer
		Name: Daniel de Boer
		Title: Chief Executive Officer

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints each of Daniel de Boer, René Beukema and Jurriaan Dekkers his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement, whether pre-effective or post-effective and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto or any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 13, 2025.

 

SIGNATURES		TITLE		DATE
/s/ Daniel de Boer		Chief Executive Officer and Director		March 13, 2025
Daniel de Boer		(Principal Executive Officer)
/s/ Jurriaan Dekkers		Chief Financial Officer		March 13, 2025
Jurriaan Dekkers		(Principal Financial and Accounting Officer)
/s/ Gerard Platenburg		Chief Scientific Officer; Executive Director		March 13, 2025
Gerard Platenburg
/s/ René Beukema		Chief Corporate Development Officer and General Counsel;		March 13, 2025
René Beukema		Executive Director
/s/ Begoña Carreño		Non-Executive Director		March 13, 2025
Begoña Carreño
/s/ Bart Filius		Non-Executive Director		March 13, 2025
Bart Filius
/s/ Theresa Heggie		Non-Executive Director		March 13, 2025
Theresa Heggie
/s/ Alison Lawton		Non-Executive Director		March 13, 2025
Alison Lawton
/s/ Martin Maier		Non-Executive Director		March 13, 2025
Martin Maier
/s/ James Shannon		Non-Executive Director		March 13, 2025
James Shannon
/s/ Dinko Valerio		Non-Executive Director		March 13, 2025
Dinko Valerio

 

 

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 March 13, 2025.

 

Sarah Kiely

Authorized Representative in the United States

 

By:	/s/ Sarah Kiely	March 13, 2025
	Name: Sarah Kiely

 

 

 

Exhibit 5.1

 

ProQR Therapeutics N.V. Zernikedreef 9 2333 CK Leiden The Netherlands		Allen Overy Shearman Sterling LLP Apollolaan 15 1077 AB Amsterdam The Netherlands   PO Box 75440 1070 AK Amsterdam The Netherlands   Tel     +31 20 674 1000 Fax     +31 20 674 1111
Amsterdam,	13 March 2025
Subject	Legal Opinion Dutch law
Our ref	0117407-0000001 EUO3: 2018177729.2

 

Dear Addressee,

 

1.

We have acted as legal counsel to ProQR Therapeutics N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Leiden (the Netherlands) (the Company) on matters of Dutch law in connection with its filing of a registration statement on Form S-8 (the Registration Statement) with the U.S. Securities Exchange Commission (the SEC) on 13 March 2025 for the registration of an aggregate of 7,206,066 ordinary shares, nominal value of EUR 0.04 each, in the Company’s share capital (the Ordinary Shares), that may be issued pursuant to the Company’s Equity Incentive Plan (the Equity Incentive Plan) after the date hereof, not exceeding the limitations referred to in the Registration Statement.

 

This legal opinion is rendered to you in order to be filed as an exhibit to the Registration Statement.

 

2.

We have examined and relied upon the following documents in rendering this legal opinion:

 

(a)

a pdf copy of the Registration Statement;

 

(b)

a pdf copy of the Form 20-F for the year ended December 31, 2024, filed with the SEC on 13 March 2025 (the Form 20-F);

 

(c)

an electronic copy of the registration of the Company in the trade register of the Chamber of Commerce (Trade Register, Handelsregister) dated 13 March 2025, and confirmed to us by telephone by the Trade Register to be correct on 13 March 2025 (the Excerpt);

 

(d)

a pdf copy of the written resolution of the annual general meeting of the Company dated 22 May 2024 (the AGM Resolution);

 

(e)

a pdf copy of the written resolution of the Company's board of directors (the Board) dated 12 March 2025 (the Board Resolution);

 

(f)

a pdf copy of the internal rules for the Board adopted by the Board on 22 May 2024 (the Board Rules);

 

(g)

a pdf copy of the Equity Incentive Plan attached as an exhibit to the Form 20-F filed with the SEC on 13 March 2025;

 

(h)

a pdf copy of the articles of association (statuten) of the Company dated 23 May 2024 (the Articles of Association);

 

 

(i)

a pdf copy of the deed of conversion and amendment to the articles of association of the Company dated 23 September 2014, pursuant to which deed the Company converted from a B.V. to a N.V. (the Deed of Conversion);

 

(j)

a pdf copy of the deed of incorporation (akte van oprichting) of the Company (the Deed of Incorporation), as executed by a civil-law notary on 21 February 2012; and

 

(k)

a pdf copy of the Company’s shareholders’ register within the meaning of Article 2:85 of the Dutch Civil Code (the Shareholders’ Register).

 

The documents (e) and (f) are collectively referred to as the Resolutions.

 

Unless explicitly stated in this legal opinion, we have not examined any other agreement, deed or document entered into by or affecting the Company or any other corporate records of the Company and have not made any other inquiry concerning it.

 

This legal opinion is rendered to you at your request.

 

3.

We assume:

 

(a)

the genuineness of all signatures on the documents referred to in paragraph 2 above;

 

(b)

the authenticity and completeness of all documents submitted to us as originals and the completeness and conformity to originals of all documents submitted to us as copies or by electronic means;

 

(c)

that the Registration Statement with respect to the Ordinary Shares has been or shall be filed with the SEC, and shall become effective, in the form referred to in this legal opinion;

 

(d)

that the Equity Incentive Plan is and shall remain effective upon each granting of rights to subscribe for the Ordinary Shares (collectively, Options and each, an Option) and upon each issue of the Ordinary Shares pursuant to the exercise of such Options;

 

(e)

(i) that the Board Rules are the regulations as in force on the date hereof; and (ii) the Articles of Association of the Company are its articles of association (statuten) currently in force. Although not constituting conclusive evidence thereof, the Extract supports item (ii) of this assumption;

 

(f)

that, at the time of issue of the Ordinary Shares, the Company has not been dissolved (ontbonden), granted a moratorium (surseance verleend) or declared bankrupt (failliet verklaard) (although not constituting conclusive evidence thereof, this assumption is supported by (a) the contents of the Excerpt and (b) an online search in the central insolvency register on 13 March 2025;

 

(g)

that the Deed of Incorporation is a valid notarial deed (authentieke akte), the contents thereof complied with the statutory requirements at the date of incorporation and there were no defects in the incorporation of the Company (not appearing on the face of the Deed of Incorporation) on the basis of which a court might dissolve the Company or deem it never to have existed;

 

(h)

that the Deed of Conversion is a valid notarial deed (authentieke akte), the contents thereof complied with the statutory requirements at the date of conversion and there were no defects in the conversion of the Company from a B.V. into a N.V. (not appearing on the face of the Deed of Conversion) on the basis of which a court might nullify the conversion of the Company;

 

 

(i)

the Resolutions, including any power of attorney therein have not been and will not be annulled, modified, revoked or rescinded and are in full force and effect as at the date hereof and each power of attorney validly authorises the person or persons purported to be granted power of attorney thereunder to represent and bind the Company vis-à-vis the other parties to the relevant agreement in relation to the transactions contemplated by and for the purposes stated in agreements under any applicable law other than Dutch law, and that the Resolutions have been made with due observance of the statutory requirements and the provisions of the Articles of Association relating to the convening of meetings and the making of resolutions (although not constituting conclusive evidence thereof, failure to observe such provisions is not apparent on the face thereof) and that each factual confirmation and statement in the Resolutions (including any confirmation or statement on conflict of interest (tegenstrijdig belang)) is correct;

 

(j)

that at the time of issue of the Ordinary Shares, the Company will have taken all necessary corporate action required by (i) the Company’s articles of association; and (ii) applicable laws of the Netherlands, to (a) issue of the Ordinary Shares and (b) exclude any pre-emption rights with respect to such issuance;

 

(k)

that at the time of issue of the Ordinary Shares, the authorised share capital of the Company will allow such issue of Ordinary Shares (or the granting of any rights to subscribe for such Ordinary Shares);

 

(l)

(that at the time of issue of the Ordinary Shares, the Ordinary Shares will be issued in the form and manner required by applicable law, the Company’s articles of association and its other internal rules and regulations at the time of issue, and otherwise offered to, issued to and accepted by their subscribers in accordance with all applicable laws (including, for the avoidance of doubt, Dutch law);

 

(m)

that at the time of issue of the Ordinary Shares, the Ordinary Shares will be paid for with due observance of the relevant formalities under all applicable laws (including, for the avoidance of doubt, Dutch law);

 

(n)

none of the opinions stated in this opinion letter will be affected by any foreign law; and

 

(o)

that the documents referred to in paragraph 2 above were at their date (where applicable), and have through the date hereof remained, valid, accurate and in full force and effect.

 

4.

This legal opinion is limited to the laws of the Netherlands currently in force (unpublished case law not included), excluding tax law (except as specifically referred to herein), the laws of the EU (insofar as not implemented in Dutch law or directly applicable in the Netherlands), market abuse laws and competition or procurement laws.

 

No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Dutch law subsequent to the date hereof.

 

We express no opinion as to matters of fact in this legal opinion. We assume that there are no facts not disclosed to us, which could affect the conclusions in this legal opinion.

 

Our willingness to render this opinion letter is based on the condition that you accept and agree that (i) the competent courts at Amsterdam, the Netherlands have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter, (ii) all matters related to the legal relationship between yourself and Allen Overy Shearman Sterling LLP and all individuals associated with Allen Overy Shearman Sterling LLP, including the above submission to jurisdiction, are governed by Dutch law and the general terms and conditions of Allen Overy Shearman Sterling LLP, (iii) any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under the insurance policy of Allen Overy Shearman Sterling LLP in the matter concerned and (iv) no person other than Allen Overy Shearman Sterling LLP may be held liable in connection with this legal opinion.

 

 

This legal opinion is strictly limited to the matters stated in it and does not relate to any other agreement or matter and may not be read as extending by implication to any matters not specifically referred to. Nothing in this opinion should be taken as expressing an opinion in respect of any representation, warranty or other statement or other information as to factual matters contained in any document referred to herein or examined in connection with this opinion except as expressly confirmed herein.

 

5.

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

 

(a)

Corporate status. The Company has been duly incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and is validly existing as a public limited liability company (naamloze vennootschap) under the laws of the Netherlands.

 

(b)

Ordinary Shares. The Ordinary Shares, when issued and paid for in accordance with Dutch law and the Equity Incentive Plan, will be validly issued, fully paid and non-assessable.

 

6.

This legal opinion is subject to the following qualifications:

 

(a)

The opinions expressed in this legal opinion may be affected or limited by (i) the general defences available to obligors under Netherlands law in respect of the validity and enforceability of agreements; and (ii) the provisions of any applicable bankruptcy (faillissement), insolvency, moratorium (surseance van betaling), fraudulent conveyance (Actio Pauliana), reorganisation and other or similar laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors' rights.

 

(b)

As used in the opinions in paragraph 5(b) above of this opinion letter, the term “non-assessable” – which term has no equivalent in Dutch – means that a holder of a share will not by reason of merely being such a holder, be subject to assessment or calls by the Company or its creditors for further payment on such share.

 

(c)

Under Dutch law, each power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, granted by the Company will terminate by force of law and without notice, upon bankruptcy of the Company. To the extent that the appointment by the Company of a process agent would be deemed to constitute a power of attorney or a mandate, this qualification would apply.

 

(d)

This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

 

7.

In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not always be identical to the concepts described by the English terms as such terms may be understood under the laws of other jurisdictions. This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by Dutch law.

 

8.

This legal opinion is given exclusively in connection with our representation of the Company and for no other purpose.

 

 

9.

Notwithstanding the previous sentence, this opinion may be disclosed, quoted, or referred to without our written express consent (i) if such disclosure, quotation or reference without our written consent is required by law, court order or any competent regulatory authority, provided that you shall notify us immediately or as soon as otherwise possible after such disclosure, quotation or reference or (ii) to the extent that such disclosure, quotation or reference is required (a) to any of your insurers in respect of any claim or potential claim against you or (b) for evidence in court or similar proceedings in which you are a defendant, provided, in each of the events referred to in (a) and (b), that you shall notify us prior to any such disclosure, reference or quotation being made.

 

10.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement.

 

Yours faithfully,

 

/s/ Allen Overy Shearman Sterling LLP

 

Allen Overy Shearman Sterling LLP

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our reports dated March 13, 2025, with respect to the consolidated financial statements of ProQR Therapeutics N.V. and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ KPMG Accountants N.V.

 

Amstelveen, The Netherlands

March 13, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

ProQR Therapeutics 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	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares, nominal value €0.04 per share, issuable upon the exercise of outstanding options under the Equity Incentive Plan	457(h)	2,390,325 (2)	$1.55 (3)	$3,705,003.75	$0.00015310	$567.24
Equity	Ordinary Shares, nominal value €0.04 per share, issuable upon the vesting of outstanding restricted stock units under the Equity Incentive Plan	457(h)	53,569 (4)	$1.89 (5)	$101,245.41	$0.00015310	$15.51
Equity	Ordinary Shares, nominal value €0.04 per share, reserved for issuance under the Equity Incentive Plan	457(c) and 457(h)	4,762,172 (6)	$1.89 (5)	$9,000,505.08	$0.00015310	$1,377.98
Total Offering Amounts					$12,806,754.24		$1,960.73
Total Fee Offsets							N/A
Net Fee Due							$1,960.73

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) shall also cover any additional ordinary shares, nominal value €0.04 per share (“Ordinary Shares”), of ProQR Therapeutics N.V. (the “Registrant”) that may, from time to time, become issuable under the ProQR Therapeutics N.V. Equity Incentive Plan (as may be amended from time to time, the “Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding Ordinary Shares, as applicable.
(2)	Represents 2,390,325 Ordinary Shares issuable upon the exercise of outstanding options granted under the Plan, at a weighted-average exercise price of $1.55 per share.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on $1.55 per share, which is the weighted-average exercise price per share of the outstanding options granted under the Plan.
(4)	Represents 53,569 Ordinary Shares issuable upon the vesting of outstanding restricted stock units granted under the Plan.
(5)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and low prices of the Ordinary Shares, as reported on the Nasdaq Stock Market LLC, on March 10, 2025.
(6)	Represents an aggregate of 4,762,172 unallocated Ordinary Shares reserved for issuance under the Plan, consisting of (i) 2,664,799 Ordinary Shares available for issuance under the Plan and (ii) 2,097,373 Ordinary Shares underlying options and restricted stock units previously granted under the Plan that were forfeited, surrendered, cancelled, terminated or expired, in whole or in part, for any reason other than through exercise without the issuance of shares, that may be made available for subsequent grants under the Plan.

 

 

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