0001936258false00-00000000001936258us-gaap:WarrantMember2025-02-262025-02-2600019362582025-02-262025-02-260001936258us-gaap:CommonStockMember2025-02-262025-02-26

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2025

 

 

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

 

 

The Netherlands

001-41562

N/A

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Goomieer 2-35

 

Naarden

 

 

The Netherlands

 

1411 DC

(Address of Principal Executive Offices)

 

(Zip Code)

 

+31 (0) 35 206 2971

 

(Registrant’s Telephone Number, Including Area Code)

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Ordinary shares, nominal value €0.12 per share

 

NAMS

 

The Nasdaq Stock Market LLC

Warrants to purchase ordinary shares

 

NAMSW

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act.

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2025, NewAmsterdam Pharma Company N.V. (the “Company”) issued a press release announcing corporate updates and its financial results for the year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

 

Description

 

 

99.1

 

NewAmsterdam Pharma Company N.V. Press Release, dated February 26, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NewAmsterdam Pharma Company N.V.

 

 

 

 

Date:

February 26, 2025

By:

/s/ Michael Davidson

 

 

Name:

Michael Davidson, M.D.

 

 

Title:

Chief Executive Officer

 

 


NewAmsterdam Pharma Reports Full Year 2024 Financial Results and Provides Corporate Update

 

-- EMA submission expected in 2H25 by partner Menarini --

 

-- Additional data from BROADWAY, BROOKLYN, and TANDEM to be presented throughout 2025 --

 

-- Phase 3 PREVAIL CVOT remains on track --

 

-- $834.2 million in cash, cash equivalents and marketable securities at December 31, 2024 --

 

Naarden, the Netherlands and Miami, USA; February 26, 2025 – NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS or “NewAmsterdam” or the “Company”), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease (“CVD”) with elevated low-density lipoprotein cholesterol (“LDL-C”), for whom existing therapies are not sufficiently effective or well-tolerated, today announced financial results for the full year ended December 31, 2024 and provided a corporate update.

 

"2024 was a transformative year for NewAmsterdam, marked by compelling data from three pivotal Phase 3 trials – BROOKLYN, TANDEM, and BROADWAY – where we observed durable LDL-C lowering by obicetrapib for CVD patients. In 2025, we look forward to sharing additional data and insights from these trials, including the impact of obicetrapib on the exploratory endpoint of major adverse cardiac events (“MACE”), at leading medical meetings and journal publications, as well as advancing regulatory interactions, including an anticipated EMA submission in the second half by our partner Menarini,” said Michael Davidson, M.D., Chief Executive Officer of NewAmsterdam.

 

“Additionally, we are increasing focus and efforts around launch readiness with plans to scale up and build inventory and commercial capabilities sufficient to support the launch of obicetrapib in both the U.S. and Europe, if approved. Following our successful $479 million upsized financing in December, we have the necessary capital to fund operations beyond the PREVAIL cardiovascular outcomes trial (“CVOT”) readout and commercial launch of obicetrapib in the U.S., pending regulatory approval. We are excited to build on the strong momentum from the past year, as we work diligently to deliver a potentially transformative therapy to millions of CVD patients globally,” continued Dr. Davidson.

 

Clinical Development Updates

 

NewAmsterdam is developing obicetrapib, an oral, low-dose and once-daily, highly-selective cholesteryl ester transfer protein (“CETP”) inhibitor, as a monotherapy and in fixed-dose combination with ezetimibe, as the preferred LDL-C lowering therapy to be used in patients at risk of CVD for whom existing therapies are not sufficiently effective or well-tolerated.

 

Throughout 2024, NewAmsterdam announced positive topline results for three Phase 3 clinical studies, each with safety comparable to placebo:

 

BROADWAY evaluated obicetrapib in 2,530 adult patients with established atherosclerotic cardiovascular disease (“ASCVD”) and/or heterozygous familial hypercholesterolemia (“HeFH”), whose LDL-C is not adequately controlled despite being on maximally tolerated lipid-lowering therapy. In December, NewAmsterdam reported positive topline data from the BROADWAY study. The primary endpoint was the least-squares (“LS”) mean of the percent change in LDL-C from baseline to day 84 for obicetrapib 10 mg compared to placebo. The primary endpoint was achieved with statistical significance with an LS mean LDL-C reduction of 33% (p<0.0001) compared to placebo at day 84. Mean and median reductions in LDL-C from placebo at day 84 were 33% and 36%, respectively. As part of the safety analysis, the trial adjudicated MACE, as an exploratory analysis, a 21% reduction in the composite of CHD death, non-fatal myocardial infarction, non-fatal stroke and coronary revascularization favoring obicetrapib was observed, after one year. NewAmsterdam expects to report additional data at an upcoming medical conference and to publish the data in a major medical journal.
TANDEM evaluated obicetrapib as part of a fixed-dose combination tablet with ezetimibe, a non-statin oral LDL-lowering therapy, in 407 patients with established ASCVD or multiple risk factors for ASCVD and/or HeFH, whose LDL-C is not adequately controlled despite being on maximally tolerated lipid-lowering therapy. In November, NewAmsterdam reported that the TANDEM trial met all co-primary endpoints, including the obicetrapib-ezetimibe fixed dose combination achieving an LS mean LDL-C reduction of 49% (p < 0.0001)

compared to placebo at day 84. Mean and median reductions in LDL-C versus placebo at day 84 were 52% and 54%, respectively. NewAmsterdam expects to report additional data at an upcoming medical conference and to publish the data in a major medical journal.
BROOKLYN evaluated obicetrapib in 354 patients with HeFH, whose LDL-C is not adequately controlled despite being on maximally tolerated lipid-lowering therapy. In July, NewAmsterdam reported that the BROOKLYN trial met its primary endpoint, achieving an LS mean LDL-C reduction of 36% (p < 0.0001) compared to placebo at day 84, with additional data presented at the American Heart Association Scientific Sessions 2024 in November. Mean and median reductions in LDL-C versus placebo at day 84 were 36% and 39%, respectively.

 

In addition, NewAmsterdam announced that the United States Patent and Trademark Office (“USPTO”) issued a new patent covering the solid form of obicetrapib. The issuance of this composition of matter patent provides intellectual property protection for obicetrapib until July 2043 in the United States. The USPTO has now issued or allowed a total of ten patents covering obicetrapib and its uses.

 

Ongoing Trials:

 

Following the successful completion of the Phase 3 BROADWAY, TANDEM, and BROOKLYN trials NewAmsterdam plans to announce additional data over the course of 2025. NewAmsterdam also plans to publish data on a significant number of topics that support the overall benefit and differentiation of obicetrapib and the fixed-dose combination of obicetrapib plus ezetimibe.

 

The following trials are currently ongoing:

 

PREVAIL Phase 3 trial. PREVAIL is a CVOT evaluating obicetrapib in patients with a history of ASCVD, whose LDL-C is not adequately controlled despite being on maximally tolerated lipid-lowering therapy. NewAmsterdam completed enrollment of over 9,500 patients in April 2024.
VINCENT Phase 2 trial. The trial will evaluate the effects of obicetrapib alone and in combination with evolocumab on lipoprotein (a) (“Lp(a)”) in patients with mild dyslipidemia. The single arm study will treat patients with obicetrapib 10 mg daily for 8 weeks followed by obicetrapib 10 mg daily plus evolocumab 140 mg/dL every other week for 8 weeks. There will be two cohorts in the study. The first cohort will include 39 participants with Lp(a) levels greater than 125 nmol/L, and the second cohort will include 30 participants with Lp(a) levels greater than 50 nmol/L but less than 125 nmol/L.
REMBRANDT Phase 3 trial. The trial will utilize coronary computed tomography angiography imaging to evaluate the effect of obicetrapib plus ezetimibe FDC on coronary plaque. The placebo-controlled, double-blind, randomized, Phase 3 study is being conducted in adult participants with high-risk ASCVD with evidence of coronary plaque who are not adequately controlled by their maximally tolerated lipid-modifying therapy, to assess the impact of the obicetrapib 10 mg + ezetimibe 10 mg FDC daily on coronary plaque and inflammation characteristics. The study is expected to enroll 300 patients.

 

Full Year 2024 Financial Results

 

Cash Position: As of December 31, 2024, NewAmsterdam recorded cash and cash equivalents of $771.7 million and $62.5 million of marketable securities, compared to $340.5 million as of December 31, 2023. The increase in cash is primarily driven by the proceeds of the follow-on public equity offerings completed during the year, the achievement of a clinical development milestone, warrant exercises and option exercises, partially offset by cash outflows related to research and development costs as the Company continues development of obicetrapib and increased spending on selling, general and administrative expenses to support the Company’s growing organization.
Revenue: NewAmsterdam recognized $45.6 million in revenue for the year ended December 31, 2024, compared to $14.1 million in the year ended December 31, 2023. This increase is primarily due to an increase in the revenue recognized related to the achievement of a clinical success milestone and the recognition of revenue related to a general development cost reimbursement.
Research and Development (“R&D”) Expenses: R&D expenses were of $151.4 million for year ended December 31, 2024, compared to $159.4 million in the year ended December 31, 2023. This decrease is

primarily due to a decrease in manufacturing and clinical costs due to clinical trials which are complete or nearing completion, partially offset by an increase in personnel and regulatory expenses.
Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses were $70.4 million for the year ended December 31, 2024, compared to $37.6 million in the year ended December 31, 2023. This increase is primarily due to increased personnel and marketing and communication costs as we begin to expand and build capabilities to support our planned commercial launch of obicetrapib, if approved.
Net loss: Net loss for the year ended December 31, 2024 was $241.6 million, compared to net loss of $176.9 million in the year ended December 31, 2023. The individual components of the change are described above in addition to non-cash losses related to changes in the fair value of our derivative liabilities.

 

About Obicetrapib

 

Obicetrapib is a novel, oral, low-dose CETP inhibitor that NewAmsterdam is developing to overcome the limitations of current LDL-lowering treatments. In each of the Company’s Phase 2 trials, ROSE2, TULIP, ROSE, and OCEAN, as well as the Company’s Phase 3 BROOKLYN, BROADWAY and TANDEM trials, evaluating obicetrapib as monotherapy or combination therapy, the Company observed statistically significant LDL-lowering combined with a side effect profile similar to that of placebo. The Company commenced the Phase 3 PREVAIL cardiovascular outcomes trial in March 2022, which is designed to assess the potential of obicetrapib to reduce occurrences of MACE. The Company completed enrollment of PREVAIL in April 2024 and randomized over 9,500 patients. Commercialization rights of obicetrapib in Europe, either as a monotherapy or as part of a fixed-dose combination with ezetimibe, have been exclusively granted to the Menarini Group, an Italy-based, leading international pharmaceutical and diagnostics company.

 

About Cardiovascular Disease

 

Cardiovascular disease remains the leading cause of death globally, despite the availability of lipid-lowering therapies (LLTs). By 2050 more than 184 million U.S. adults are expected to be affected by CVD and hypertension, including 27 million with coronary heart disease and 19 million with stroke. In the United States from 2019 through 2022, CVD age-adjusted mortality rates increased by 9%, reversing the trend observed since 2010 and undoing nearly a decade of progress. Despite the availability of high-intensity statins and non-statin LLTs, LDL-C target level attainment remains low, contributing to residual cardiovascular risk, and underscoring a significant clinical need for improved therapeutic regimens. Even with 269 million LLT prescriptions written over the last 12 months, 30 million under-treated US adults are not at their risk-based LDL-C goal, of which 13 million have ASCVD. Less than 1 in 4 patients with ASCVD achieve an LDL-C goal of less than 70 mg/dL and only 10% of very high risk ASCVD patients achieve the goal below 55 mg/dL. In addition to the 30 million under-treated U.S. adults, there are 10 million patients diagnosed with elevated LDL-C who are not taking any LLTs including statins. Beyond LDL-C, additional factors are at play, such as lifestyle choices, tobacco use, and obesity, as well as inflammation, thrombosis, triglyceride levels, elevated Lp(a) levels, and type 2 diabetes.

 

About NewAmsterdam

 

NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage, clinical biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well tolerated. We seek to fill a significant unmet need for a safe, well-tolerated and convenient LDL-lowering therapy. In multiple Phase 3 trials, NewAmsterdam is investigating obicetrapib, an oral, low-dose and once-daily CETP inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of CVD with elevated LDL-C, for whom existing therapies are not sufficiently effective or well tolerated.

 

Forward-Looking Statements

 

Certain statements included in this document that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s business and strategic


plans, the Company’s commercial opportunity, the therapeutic and curative potential of the Company’s product candidate, the Company’s clinical trials and the timing for enrolling patients, the timing and forums for announcing data, the achievement and timing of regulatory approvals, and plans for commercialization. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; risks related to the approval of the Company’s product candidate and the timing of expected regulatory and business milestones, including potential commercialization; whether topline, initial or preliminary results from a particular clinical trial will be predictive of the final results of that trial and whether results of early clinical trials will be indicative of the results of later clinical trials, or whether projections regarding clinical outcomes will reflect actual results in future clinical trials or clinical use of our product candidate, if approved; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive product candidates; ability to obtain sufficient supply of materials; global economic and political conditions, including the Russia-Ukraine and Israel-Hamas conflicts; the effects of competition on the Company’s future business; and those factors described in the Company’s public filings with the Securities and Exchange Commission. Additional risks related to the Company’s business include, but are not limited to: uncertainty regarding outcomes of the Company’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidate; risks associated with the Company’s efforts to commercialize a product candidate; the Company’s ability to negotiate and enter into definitive agreements on favorable terms, if at all; the impact of competing product candidates on the Company’s business; intellectual property related claims; the Company’s ability to attract and retain qualified personnel; and ability to continue to source the raw materials for the Company’s product candidate. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans, or forecasts of future events and views as of the date of this document and are qualified in their entirety by reference to the cautionary statements herein. The Company anticipates that subsequent events and developments may cause the Company’s assessments to change. These forward-looking statements should not be relied upon as representing the Company’s assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither the Company nor any of its affiliates undertakes any obligation to update these forward-looking statements, except as may be required by law.

 

Company Contact

Matthew Philippe

P: 1-917-882-7512

matthew.philippe@newamsterdampharma.com

 

Media Contact

Spectrum Science on behalf of NewAmsterdam

Jaryd Leady

P: 1-856-803-7855

jleady@spectrumscience.com

 

Investor Contact

Precision AQ on behalf of NewAmsterdam

Austin Murtagh

P: 1-212-698-8696

austin.murtagh@precisionaq.com

 

 


 

NewAmsterdam Pharma Company N.V.

Consolidated Balance Sheet

 

As at December 31,

 

 

2024

 

 

2023

 

(In thousands of USD)

 

 

 

 

 

Assets

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

771,743

 

 

 

340,450

 

Prepayments and other receivables

 

24,272

 

 

 

6,341

 

Employee receivables

 

4,951

 

 

 

 

Marketable securities

 

62,447

 

 

 

 

Total current assets

 

863,413

 

 

 

346,791

 

Property, plant and equipment, net

 

242

 

 

 

46

 

Operating right of use asset

 

431

 

 

 

55

 

Intangible assets

 

534

 

 

 

170

 

Long term prepaid expenses

 

 

 

 

35

 

Total assets

 

864,620

 

 

 

347,097

 

Liabilities and Shareholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

4,744

 

 

 

16,923

 

Accrued expenses and other current liabilities

 

13,608

 

 

 

11,398

 

Deferred revenue, current

 

6,008

 

 

 

8,942

 

Lease liability, current

 

246

 

 

 

60

 

Derivative earnout liability, current

 

44,798

 

 

 

 

Derivative warrant liabilities

 

37,514

 

 

 

12,574

 

Total current liabilities

 

106,918

 

 

 

49,897

 

Deferred revenue, net of current portion

 

 

 

 

1,019

 

Lease liability, net of current portion

 

202

 

 

 

 

Derivative earnout liability, net of current portion

 

 

 

 

7,788

 

Total liabilities

 

107,120

 

 

 

58,704

 

Commitments and contingencies (Note 13)

 

 

 

 

 

Shareholders' Equity:

 

 

 

 

 

Ordinary shares, €0.12 par value; 400,000,000 shares authorized; 108,064,340 and 82,469,768 shares issued and outstanding at December 31, 2024 and 2023, respectively

 

13,444

 

 

 

10,173

 

Additional paid-in capital

 

1,298,160

 

 

 

590,771

 

Accumulated loss

 

(558,571

)

 

 

(316,973

)

Accumulated other comprehensive income

 

4,467

 

 

 

4,422

 

Total shareholders' equity

 

757,500

 

 

 

288,393

 

Total liabilities and shareholders' equity

 

864,620

 

 

 

347,097

 

 

 


 

NewAmsterdam Pharma Company N.V.

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

For the year ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

(In thousands of USD, except per share amounts)

 

 

 

 

 

 

 

 

Revenue

 

45,563

 

 

 

14,090

 

 

 

102,694

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development expenses

 

151,406

 

 

 

159,424

 

 

 

86,744

 

Selling, general and administrative expenses

 

70,446

 

 

 

37,633

 

 

 

19,507

 

Total operating expenses

 

221,852

 

 

 

197,057

 

 

 

106,251

 

Operating loss

 

(176,289

)

 

 

(182,967

)

 

 

(3,557

)

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

16,881

 

 

 

11,283

 

 

 

 

Interest expense

 

 

 

 

 

 

 

(287

)

Fair value change – earnout

 

(37,010

)

 

 

(266

)

 

 

(707

)

Fair value change – warrants

 

(38,583

)

 

 

(10,018

)

 

 

(334

)

Fair value change – profit rights

 

 

 

 

 

 

 

(12,390

)

Fair value change – tranche rights

 

 

 

 

 

 

 

4,388

 

Foreign exchange gains/(losses)

 

(6,598

)

 

 

5,058

 

 

 

(9,747

)

Loss before tax

 

(241,599

)

 

 

(176,910

)

 

 

(22,634

)

Income tax expense (benefit)

 

(1

)

 

 

27

 

 

 

 

Loss for the year

 

(241,598

)

 

 

(176,937

)

 

 

(22,634

)

Other comprehensive income/(loss)

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

11,126

 

Unrealized gain on available-for-sale securities

 

45

 

 

 

 

 

 

 

Income tax effects of other comprehensive income/(loss)

 

 

 

 

 

 

 

 

Total comprehensive loss for the year, net of tax

 

(241,553

)

 

 

(176,937

)

 

 

(11,508

)

 

 


 

NewAmsterdam Pharma Company N.V.

Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit)

 

Mezzanine Equity

 

 

 

Shareholders' Equity

 

(In thousands of USD, except share amounts)

Shares

 

 

Amount

 

 

 

Shares

 

 

Amount

 

 

Additional Paid-In Capital

 

 

Accumulated Loss

 

 

Accumulated other comprehensive income (loss)

 

 

Total Shareholders' Equity

 

Opening balance at January 1, 2022

 

6,039,728

 

 

 

84,541

 

 

 

 

5,285,714

 

 

 

58

 

 

 

3,417

 

 

 

(110,587

)

 

 

(6,704

)

 

 

(113,816

)

Equity contribution (Series A - Tranche II)

 

5,691,430

 

 

 

90,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of loan (CEO Restricted Share Award)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

747

 

 

 

 

 

 

 

 

 

747

 

Elimination of old shares
   (NewAmsterdam Pharma shareholders)

 

(11,731,158

)

 

 

(175,009

)

 

 

 

(5,285,714

)

 

 

(58

)

 

 

(4,164

)

 

 

 

 

 

 

 

 

(4,222

)

Equity contribution (NewAmsterdam Pharma
   shareholders)

 

 

 

 

 

 

 

 

36,258,312

 

 

 

4,470

 

 

 

174,761

 

 

 

 

 

 

 

 

 

179,231

 

Equity contribution (FLAC shareholders)

 

 

 

 

 

 

 

 

13,185,138

 

 

 

1,625

 

 

 

66,252

 

 

 

 

 

 

 

 

 

67,877

 

Equity contribution (PIPE Financing)

 

 

 

 

 

 

 

 

23,460,000

 

 

 

2,892

 

 

 

231,708

 

 

 

 

 

 

 

 

 

234,600

 

Equity contribution (Amgen & MTPC shareholders)

 

 

 

 

 

 

 

 

8,656,330

 

 

 

1,068

 

 

 

84,371

 

 

 

 

 

 

 

 

 

85,439

 

Transaction costs on issue of shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,794

)

 

 

 

 

 

 

 

 

(5,794

)

Earnout obligation upon Closing (NewAmsterdam
   Pharma shareholders)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,815

)

 

 

 

 

 

(6,815

)

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,327

 

 

 

 

 

 

 

 

 

4,327

 

Total profit or loss and comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,634

)

 

 

11,126

 

 

 

(11,508

)

As at December 31, 2022

 

 

 

 

 

 

 

 

81,559,780

 

 

 

10,055

 

 

 

555,625

 

 

 

(140,036

)

 

 

4,422

 

 

 

430,066

 

Exercise of warrants

 

 

 

 

 

 

 

 

749,741

 

 

 

97

 

 

 

10,116

 

 

 

 

 

 

 

 

 

10,213

 

Exercise of stock options

 

 

 

 

 

 

 

 

160,247

 

 

 

21

 

 

 

269

 

 

 

 

 

 

 

 

 

290

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,761

 

 

 

 

 

 

 

 

 

24,761

 

Total profit or loss and comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(176,937

)

 

 

 

 

 

(176,937

)

As at December 31, 2023

 

 

 

 

 

 

 

 

82,469,768

 

 

 

10,173

 

 

 

590,771

 

 

 

(316,973

)

 

 

4,422

 

 

 

288,393

 

February 2024 Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs

 

 

 

 

 

 

 

 

5,871,909

 

 

 

759

 

 

 

189,206

 

 

 

 

 

 

 

 

 

189,965

 

December 2024 Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs

 

 

 

 

 

 

 

 

14,667,347

 

 

 

1,851

 

 

 

451,564

 

 

 

 

 

 

 

 

 

453,415

 

Exercise of Pre-Funded Warrants

 

 

 

 

 

 

 

 

2,105,248

 

 

 

279

 

 

 

(279

)

 

 

 

 

 

 

 

 

-

 

Exercise of warrants

 

 

 

 

 

 

 

 

1,288,790

 

 

 

168

 

 

 

27,673

 

 

 

 

 

 

 

 

 

27,841

 

Exercise of stock options

 

 

 

 

 

 

 

 

1,661,278

 

 

 

214

 

 

 

5,496

 

 

 

 

 

 

 

 

 

5,710

 

Share-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,729

 

 

 

 

 

 

 

 

 

33,729

 

Total loss and comprehensive loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(241,598

)

 

 

45

 

 

 

(241,553

)

As at December 31, 2024

 

 

 

 

 

 

 

 

108,064,340

 

 

 

13,444

 

 

 

1,298,160

 

 

 

(558,571

)

 

 

4,467

 

 

 

757,500

 

 

 


 

NewAmsterdam Pharma Company N.V.

Consolidated Statements of Cash Flows

 

For the year ended December 31,

 

 

2024

 

 

2023

 

 

2022

 

(In thousands of USD)

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

Loss for the year

 

(241,598

)

 

 

(176,937

)

 

 

(22,634

)

Non-cash adjustments to reconcile loss before tax to net cash flows:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

113

 

 

 

49

 

 

 

9

 

Non-cash rent expense

 

12

 

 

 

6

 

 

 

10

 

Fair value change - tranche rights

 

 

 

 

 

 

 

(4,388

)

Fair value change - IPR&D

 

 

 

 

 

 

 

12,390

 

Fair value change - derivative earnout and warrants

 

75,593

 

 

 

10,284

 

 

 

1,041

 

Foreign exchange (gains)/losses

 

6,598

 

 

 

(5,058

)

 

 

9,747

 

Amortization of premium/discount on available-for-sale debt securities

 

(227

)

 

 

 

 

 

 

Share-based compensation

 

33,619

 

 

 

24,572

 

 

 

4,117

 

Changes in working capital:

 

 

 

 

 

 

 

 

Changes in prepayments (current and non-current) and other receivables

 

(17,459

)

 

 

4,031

 

 

 

(4,185

)

Changes in accounts payable

 

(12,948

)

 

 

5,070

 

 

 

4,809

 

Changes in accrued expenses and other current liabilities

 

1,686

 

 

 

5,470

 

 

 

(8,679

)

Changes in deferred revenue

 

(3,953

)

 

 

(8,705

)

 

 

18,428

 

Net cash (used in)/provided by operating activities

 

(158,564

)

 

 

(141,218

)

 

 

10,665

 

Investing activities:

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment, including internal use software

 

(672

)

 

 

(24

)

 

 

(221

)

Purchase of available-for-sale debt securities

 

(62,176

)

 

 

 

 

 

 

Net cash used in investing activities

 

(62,848

)

 

 

(24

)

 

 

(221

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuing equity securities (Series A)

 

 

 

 

 

 

 

90,469

 

Proceeds from issuing equity securities (FLAC shareholders)

 

 

 

 

 

 

 

71,883

 

Proceeds from issuing equity securities (PIPE Financing)

 

 

 

 

 

 

 

234,600

 

Transaction costs on issue of equity securities

 

 

 

 

 

 

 

(5,794

)

Proceeds from payment of shareholder loan

 

 

 

 

 

 

 

747

 

Proceeds from February 2024 offering of Ordinary Shares and Pre-Funded Warrants

 

190,481

 

 

 

 

 

 

 

Transaction costs on February 2024 issue of Ordinary Shares and Pre-Funded Warrants

 

(515

)

 

 

 

 

 

 

Proceeds from December 2024 offering of Ordinary Shares and Pre-Funded Warrants

 

455,026

 

 

 

 

 

 

 

Transaction costs on December 2024 issue of Ordinary Shares and Pre-Funded Warrants

 

(25

)

 

 

 

 

 

 

Proceeds from exercise of warrants

 

13,761

 

 

 

8,622

 

 

 

 

Proceeds from exercise of options

 

1,768

 

 

 

290

 

 

 

 

Payment of withholding taxes related to net share settlement of exercised options

 

(989

)

 

 

 

 

 

 

Net cash provided by financing activities

 

659,507

 

 

 

8,912

 

 

 

391,905

 

Net change in cash and cash equivalents

 

438,095

 

 

 

(132,330

)

 

 

402,349

 

Foreign exchange differences

 

(6,802

)

 

 

5,052

 

 

 

5,248

 

Cash and cash equivalents at the beginning of the year

 

340,450

 

 

 

467,728

 

 

 

60,131

 

Cash and cash equivalents at the end of the year

 

771,743

 

 

 

340,450

 

 

 

467,728

 

Noncash financing and investing activities

 

 

 

 

 

 

 

 

Derivative earnout obligation recognized related to the Business Combination (as defined in Note 3)

 

 

 

 

 

 

 

6,815

 

Liabilities assumed in the Business Combination (as defined in Note 3)

 

 

 

 

 

 

 

(4,006

)

Contribution of interest in NewAmsterdam Pharma Holding B.V. by Participating Shareholders (as defined in Note 3)

 

 

 

 

 

 

 

(179,231

)

Issuance of Ordinary Shares to Participating Shareholders (as defined in Note 3)

 

 

 

 

 

 

 

179,231

 

Recognition of ROU asset

 

562

 

 

 

 

 

 

 

Supplemental cash flow disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

 

 

 

277

 

Cash paid for income taxes

 

1

 

 

 

27

 

 

 

 

 

 


v3.25.0.1
Document and Entity Information
Feb. 26, 2025
Document And Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Registrant Name NewAmsterdam Pharma Company N.V.
Entity Incorporation State Country Code P7
Entity File Number 001-41562
Entity Tax Identification Number 00-0000000
Entity Address Address Line 1 Goomieer 2-35
Entity Address City Or Town Naarden
Entity Address Country NL
Entity Address Postal Zip Code 1411 DC
Country Region 31
City Area Code (0) 35
Local Phone Number 206 2971
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001936258
Amendment Flag false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Ordinary shares, nominal value €0.12 per share
Trading Symbol NAMS
Security Exchange Name NASDAQ
Warrant [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase ordinary shares
Trading Symbol NAMSW
Security Exchange Name NASDAQ

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