Notes to the consolidated financial statements
The notes form an integral part of the consolidated financial statements
INFORMATION ABOUT THE COMPANY PRESENTING THE FINANCIAL STATEMENTS
OSE Immunotherapeutics (\"the Group\" or \"the Company\") is a biotechnology company dedicated to the development of
innovative immunotherapies acting on activating or suppressing cell to stimulate or suppress the immune response and
restore the immune disorders in immuno-oncology and immuno-inflammation. The Company has a portfolio of innovative
clinical and preclinical products, and partnerships with international pharmaceutical groups. The Company's headquarters
are located in Nantes. The teams are base in Nantes and Paris.
OPI, a 100% subsidiary of OSE Immunotherapeutics, is a Swiss company created in February 2012 which owns the rights to
the product Tedopi\u00ae (OSE-2101), acquired by the company Biotech Synergy (US) in April 2012. OPI grants to OSE
Immunotherapeutics the license of Tedopi\u00ae (OSE-2101).
OSE Immunotherapeutics Inc. is a company registered under the US law created in April 2017 to act as a basis as part of an
international scientific collaboration.
Intangible assets from the acquisition of Effimune
The fair value assessment of intangible assets linked to the FR104 and OSE-127 molecules was carried out on the basis of
business plans reflecting management's best estimate (see note 1.1).
Estimates and accounting of research and development costs provisioned in supplier debts
Research and development costs are systematically recognized as expenses depending on the progress of the research
programs. At closing, on the basis of the information transmitted by the service providers or by the completion schedules
provided for in the contracts, the Management determines the progress pro rata temporis for each of the research services
and regularizes, where applicable, the expenses for the year.
The measurement of the research tax credit is based on recent case law from the French Conseil d'\u00c9tat (August 16, 2022, No.
21PA01489) relating to the method for calculating eligible R&D expenses.
The Company cannot exclude the possibility that the tax authorities may challenge this new methodology.
InsideTX & Angers University - HexARN project
On May 21, 2025, OSE Immunotherapeutics announced the launch of the HexARN research consortium in collaboration with
Inside Therapeutics and the MiNT laboratory of the University of Angers.
The consortium aims to develop next-generation messenger RNA (mRNA)-based therapeutics and to advance lipid
nanoparticle (LNP) delivery technologies, which play a critical role in the effective intracellular delivery of mRNA-based
The project has been awarded \u20ac1.3 million in non-dilutive funding under the \"I-D\u00e9mo R\u00e9gionalis\u00e9\" program of the France
2030 investment plan, operated by Bpifrance on behalf of the French State and the Pays de la Loire Region.
OSE Immunotherapeutics serves as the coordinator of this 36-month preclinical research program, which is intended to
address key technological challenges associated with mRNA therapeutics, including delivery efficiency, tissue targeting,
stability, and safety of LNP-formulated mRNA products.Scienta Lab
In January 2025, OSE announced a strategic collaboration with Scienta Lab, a leader in Artificial Intelligence (AI)-driven
precision immunology, to harness Scienta Lab's advanced AI platform for modeling inflammatory diseases and identifying
predictive biomarkers of efficacy for immunotherapies.
In January 2025, OSE Immunotherapeutics entered into a strategic collaboration with Scienta Lab, a leader in artificial
intelligence-driven precision immunology.
The partnership aims to leverage Scienta Lab's proprietary AI-powered platform to model inflammatory diseases, enhance
the understanding of disease biology, and identify predictive biomarkers associated with therapeutic response.
By integrating advanced computational modeling and multi-omics analyses into its research activities, OSE
Immunotherapeutics seeks to improve patient stratification strategies and support the development of precision
immunotherapies. The collaboration is expected to strengthen clinical development programs by identifying patient
populations most likely to benefit from treatment and by increasing the probability of success in future clinical studies.
Development of the Clinical portfolio
In February 2025, OSE Immunotherapeutics presented positive preclinical data at the 20th Congress of the European Crohn's
and Colitis Organisation (ECCO) in Berlin, demonstrating the therapeutic potential of combining its anti-IL-7 receptor
monoclonal antibody, lusvertikimab (OSE-127), with an anti-IL-12/23 monoclonal antibody in chronic ulcerative colitis.
At the same congress, OSE presented the complete efficacy and safety results from the induction phase of the randomized,
double-blind, placebo-controlled Phase 2 CoTikiS trial evaluating lusvertikimab in patients with moderate-to-severe ulcerative
colitis. Results demonstrated clinically meaningful efficacy and a favorable safety profile. After 10 weeks of treatment,
lusvertikimab achieved high rates of clinical and endoscopic remission, together with clinically significant histological
improvement and histo-endoscopic mucosal improvement (HEMI).
In March 2025, OSE hosted a scientific webinar bringing together leading experts in inflammatory bowel disease to discuss
the latest clinical and scientific findings related to lusvertikimab, including its positive Phase 2 results in ulcerative colitis.
Participants included Professors Laurent Peyrin-Biroulet, Arnaud Bourreille and Vipul Jairath, together with OSE's Chief
Executive Officer, Nicolas Poirier.
In April 2025, OSE announced the presentation of additional efficacy and safety data from the 24-week open-label extension
(OLE) phase of the Phase 2 CoTikiS trial at Digestive Disease Week (DDW) in San Diego.
At DDW in May 2025, OSE reported further positive results from the OLE phase, demonstrating sustained and enhanced
treatment responses together with high rates of symptomatic remission. Key findings included:
Symptomatic remission rates improved across all dose groups during the OLE period, suggesting enhanced
therapeutic benefit over time;
92% of patients who achieved symptomatic remission during the induction phase maintained remission throughout
61% of patients who had not achieved symptomatic remission during induction subsequently achieved remission
85% of patients initially assigned to placebo achieved symptomatic remission after switching to the highest
lusvertikimab dose during OLE;
82% of patients achieved resolution of rectal bleeding by the end of the OLE period;
Lusvertikimab demonstrated a favorable safety and tolerability profile over 34 weeks of treatment.
TEDOPI\u00ae in monotherapy in Non-Small Cell Lung Cancer (NSCLC)
In June 2025, OSE presented the ongoing ARTEMIA study (NCT06472245) at the annual meeting of the American Society of
Clinical Oncology (ASCO) in Chicago. ARTEMIA is a global pivotal Phase 3 clinical trial evaluating the therapeutic cancer vaccine
Tedopi\u00ae (OSE-2101) versus docetaxel in patients with metastatic non-small cell lung cancer (NSCLC) who have developed
secondary resistance to immune checkpoint inhibitors.
In November 2025, OSE announced that the Independent Data Monitoring Committee (IDMC) overseeing the ARTEMIA trial
recommended continuation of the study without modification following a scheduled safety and efficacy review. A second
IDMC review is expected during the first quarter of 2026.
TEDOPI\u00ae in Additional Oncology Indications
In March 2025, OSE announced that the primary endpoint had been achieved in the TEDOPaM study (GERCOR D17-01
PRODIGE 63; NCT03806309), a Phase 2 clinical trial sponsored and conducted by the French oncology cooperative group
The study evaluated maintenance treatment with FOLFIRI alone (Arm A) versus FOLFIRI combined with Tedopi\u00ae (OSE-2101)
(Arm B) in HLA-A2-positive patients with advanced or metastatic pancreatic ductal adenocarcinoma (PDAC) who had not
progressed following eight cycles of FOLFIRINOX induction therapy.
At ASCO 2025, GERCOR presented the study results, which demonstrated achievement of the primary endpoint. The
combination arm achieved a 12-month overall survival rate of 65%, while maintaining a favorable safety profile. Two complete
responses were observed following the addition of Tedopi\u00ae, and no new safety signals were reported.
In September 2025, OSE and the FoRT Foundation (Fondazione Ricerca Traslazionale) announced completion of patient
enrollment in the Phase 2 Combi-TED trial (NCT04884282), evaluating Tedopi\u00ae in combination with nivolumab or docetaxel
in patients with non-small cell lung cancer.
BI 765063 & BI 770371: Anti-SIRP\u03b1 monoclonal antibodies
In May 2025, OSE reported the first clinical evidence supporting innate immune modulation and antitumor activity through
SIRP\u03b1 blockade in clinical programs conducted by Boehringer Ingelheim.
In a Phase 1b study, BI 765063 demonstrated a manageable safety profile together with preliminary evidence of immune
activation and additive antitumor activity when administered in combination with ezabenlimab (anti-PD-1) and cetuximab.
In addition, the next-generation anti-SIRP\u03b1 monoclonal antibody BI 770371, evaluated as monotherapy and in combination
with ezabenlimab in a Phase 1 open-label study, was shown to be well tolerated in patients with advanced solid tumors.
In June 2025, Boehringer Ingelheim presented additional clinical data on BI 765063 and BI 770371 at the ASCO Annual
Meeting, including results in head and neck squamous cell carcinoma (HNSCC) and advanced solid tumors. These findings
further supported the therapeutic potential of SIRP\u03b1 blockade as a novel immuno-oncology approach.
2026\u20132028 Strategic Plan
In December 2025, OSE Immunotherapeutics unveiled its new three-year strategic plan designed to accelerate the
development of its most advanced and value-generating assets, lusvertikimab and Tedopi\u00ae, while maintaining a disciplined
approach to capital allocation and financial management.
The strategy is expected to generate multiple near-term value inflection points and further strengthen OSE's position as an
innovative immunology-focused biotechnology company. The key strategic priorities include:
Completion of the Phase 3 ARTEMIA trial evaluating Tedopi\u00ae in non-small cell lung cancer;
Advancement of lusvertikimab into one or two additional rare or specialty disease indications;
Development of a subcutaneous formulation of lusvertikimab and exploration of combination-treatment strategies
This strategic roadmap is intended to maximize the clinical, regulatory and commercial potential of OSE Immunotherapeutics'
lead assets while preserving operational and financial flexibility.
Development of the Preclinical portfolio
On December 8, 2025, OSE Immunotherapeutics entered into an amendment to its licensing and collaboration agreement
with AbbVie, originally signed in February 2024, relating to the development of ABBV-230 (OSE-230), a novel monoclonal
antibody targeting pathways involved in chronic and severe inflammatory diseases and currently in preclinical development.
Under the amended agreement, OSE Immunotherapeutics has regained responsibility for the early-stage development
activities of ABBV-230, including the conduct of the Phase 1 clinical trial. Subject to the successful completion of this trial,
AbbVie will retain its exclusive rights to assume responsibility for subsequent clinical development, global regulatory activities
and commercialization of the product candidate.
Under the original agreement, OSE Immunotherapeutics received an upfront payment of USD 48 million and remains eligible
to receive up to USD 665 million in potential development, regulatory and commercial milestone payments, in addition to
tiered royalties on future net sales. Pursuant to the amendment, the milestone payment previously associated with the
initiation of the Phase 1 clinical study has been deferred and reallocated to subsequent development milestones, thereby
modifying the timing of potential future payments without altering the overall economic framework of the collaboration.
Inserm and Nantes University
In September 2025, OSE Immunotherapeutics entered into a strategic research partnership with Inserm and the University
of Nantes aimed at accelerating the identification, maturation and translation of innovative therapeutic projects in oncology,
inflammatory diseases and autoimmune disorders.
The collaboration is designed to leverage the complementary scientific, translational and technological expertise of the
partners to transform promising academic research programs into development-ready therapeutic candidates.
Through the project-sourcing and evaluation processes conducted by Inserm Transfert and the University of Nantes, OSE
Immunotherapeutics will gain privileged access to high-potential research programs emerging from Inserm and University of
Nantes laboratories. Selected projects will benefit from dedicated funding, scientific support and operational guidance to
facilitate their progression toward industrial development and clinical translation.
In April 2025, OSE Immunotherapeutics presented several scientific posters at the annual meeting of the American
Association for Cancer Research (AACR) in Chicago, highlighting progress across its preclinical immunology and immuno-
The presentations included new preclinical data related to OSE-CYTOMASK\u00ae, the Company's proprietary CIS-Demasking
cytokine platform, designed to improve the therapeutic index of cytokine-based therapies through targeted activation within
the tumor microenvironment. Additional data were presented on CLEC-1, a novel immune checkpoint target being developed
to modulate myeloid cell activity and enhance anti-tumor immune responses.
These results further support OSE Immunotherapeutics' strategy of developing first-in-class immunotherapies leveraging
both innovative cytokine engineering technologies and novel immune checkpoint pathways.
Research and development expenses
R&D EXPENSES (Amounts in thousand euros)
Consumables and small equipments
Advertising and press relation
Depreciations and provisions
Provision for risks/litigations
Research and development expenses
Total research and development expenses
Subcontracting expenses are mainly driven by Tedopi\u00ae phase 3 clinical trial, as well as OSE-127 Phase 2 completion and
activities for the subcutaneous formulation development.
After deduction of the research credit tax, total R&D expenses amount to \u20ac33,932 thousand.
2 Cis-targeting: bispecific antibodies have the ability to target cells through either a cis- or trans-binding orientation. In trans binding, the
antibody recognizes two distinct antigens, each expressed on a different cell population, thereby enabling the linkage of two different cell
populations together (for example, T-cell engagers). In cis binding, the bispecific antibody targets two antigens expressed on the same cell,
allowing preferential activation of the desired immune cell types while minimizing activation of other cells (Segu\u00e9s A. et al., International
Review of Cell and Molecular Biology, 2022).
Compensation of management and members of the Board of Directors
No post-employment benefits were granted to members of the Board of Directors.
Compensation paid to management and members of the Board of Directors breaks down as follows:
Amounts in thousand euros
Salaries and other short-term benefits *
* Excluding social charges
** Relating to the allocation of free shares and share subscription and founders' share warrants
Methods used to measure the benefit of share-based payments are shown in Note 4.3.
The rise in executive pay in 2024 can be attributed to:
The recovery of pay cuts made in 2023, taking place in 2024;
The awarding of one-off bonuses following the signing of strategic partnership agreements for the Company.
At the Annual General Meeting held in September 2025, shareholders approved the full renewal of the Board of Directors.
The following individuals were appointed as directors:
Caroline Mary, representing employee shareholders;
Pascale Briand, Dr. Markus Cappel, Jonathan Cool, Marc Le Bozec, Shihong Nicolaou, and Alexis Peyroles.
Following the General Meeting, the newly constituted Board of Directors held its inaugural meeting and elected Dr. Markus
Cappel as Chairman of the Board.
In October 2025, the Company announced the termination of Nicolas Poirier's mandate as Chief Executive Officer.
Concurrently, Marc Le Bozec was appointed Interim Chief Executive Officer.
Marc Le Bozec brings extensive experience in the biotechnology sector as an advisor, board member, investor and
entrepreneur. Throughout his career, he has advised numerous biotechnology companies and notably founded and managed
two biotechnology-focused investment funds at Financi\u00e8re Arbevel.
In June 2025, OSE Immunotherapeutics announced the appointment of Thomas Gidoin as Chief Financial Officer and member
of the Executive Committee.
Thomas Gidoin brings more than fifteen years of international experience in capital markets, corporate finance, strategic
financial planning and corporate governance. His appointment further strengthens the Company's financial leadership as it
advances its clinical and strategic objectives.
In October 2025, Dr. Sonya Montgomery was appointed Chief Development and Portfolio Strategy Officer and joined the
Dr. Montgomery has more than twenty years of experience leading research and development strategies across major life
sciences organizations. Her expertise spans portfolio management, translational medicine, clinical development and strategic
R&D leadership, reinforcing OSE Immunotherapeutics' capabilities in advancing and prioritizing its pipeline of innovative
3.9.1 Non-current financial assets
Non-current financial assets include financial fixed assets, in particular:
- And the \"cash\" part of the liquidity contract linked to the repurchase of own shares.
This category of non-current financial assets includes advances and security deposits given to third parties. Repayable
advances and security deposits are non-derivative financial assets. They are recognized at amortized cost using the effective
interest rate method in accordance with IFRS 9.
Loans and receivables are impaired when a loss event has occurred, with their carrying value reduced to the sum of expected
3.9.2 Current financial assets
Current financial assets include trade receivables and related accounts, other current assets, cash and cash equivalents and
current financial instruments.
These assets are recognized according to their nature, based on the following rules.
Account receivables are recognized and recorded initially at the fair value of the contribution received or receivable.
Receivables are, where applicable, depreciated to take into account recovery risks.
Current financial instruments
The Company classifies its investments in current financial instruments according to one of the following three categories:
Investments held until maturity recorded at amortized cost
During this period, the Company did not hold any such investments.
Assets at fair value through profit or loss
They represent assets held for transaction purposes, that is to say assets acquired by the Company with the objective of
selling them in the short term. The objective is to achieve added value.
These assets belong to a portfolio of financial instruments managed together and for which there is a short-term disposal
practice. They are measured at their fair value and changes in fair value are recognized in profit or loss.
These financial assets are recorded at their fair value without deduction of transaction costs that could be incurred upon their
sale. Gains and losses, realized or unrealized, linked to the change in fair value of these assets are recorded in the income
statement under cash and cash equivalent income.
Financial assets at fair value against other comprehensive income
During this period, the Company did not hold any such investments.
Cash equivalents are short-term, highly liquid investments that are readily convertible into a known amount of cash, and
which are subject to negligible risk of change in value.
Thus, cash and cash equivalents include bank and cash reserves, as well as cash investments in marketable securities or term
deposits with a maturity of less than three months and sensitivity to interest rate risk is very low.To establish the cash flow
statement, cash and cash equivalents consist of demand deposits in banks, highly liquid short-term investments, net of bank
overdrafts. On the balance sheet, bank overdrafts are included in borrowings among financial debts.
PRINCIPLES AND ACCOUNTING METHODS
Basis for preparing consolidated financial statements
The consolidated financial statements of OSE Immunotherapeutics (consolidating company) and its subsidiaries (OPI and OSE
immunotherapeutics Inc, approved by the April 29th 2025 Board of Directors, are presented in euros and are drawn up in
accordance with IFRS standards (International Financial Reporting Standard) as adopted by the European Union.
As of the approval date of the financial statements, the Company's cash and cash equivalents amount to \u20ac17.6 million.
Subsequent to year-end, the Company implemented a flexible bridge equity financing agreement with IRIS.
Based on the assumptions currently retained by Management, including in particular the updated cash flow forecast, the
projected cash outflows related to ongoing clinical development programs, the phasing of operating expenses and the use of
this financing, and without taking into account potential revenues from compassionate sales, the Company considers that it
has sufficient financial resources to fund its operations through December 31, 2026.
The assumptions retained notably include:
the collection of the Research Tax Credit (Cr\u00e9dit d'Imp\u00f4t Recherche \u2013 CIR) for an amount of \u20ac4.6 million; and
capital increases carried out under the IRIS financing corresponding to the exercise of 3,100 share warrants (BSA),
based on an assumed share price of \u20ac4.37, taking into account a 5% discount and a 3% commission.
This estimate notably does not take into account:
any future milestone payments relating to existing partnership agreements;
the execution of new strategic partnerships; or
the completion of additional financing transactions.
Accordingly, the Board of Directors adopted the going concern basis for the preparation of the financial statements.
Nevertheless, the Company's ability to continue its operations beyond this horizon remains dependent on its ability to secure
additional financing and/or enter into new strategic partnerships. This situation constitutes a material uncertainty that may
cast significant doubt on the Company's ability to continue as a going concern beyond the currently estimated cash runway.
Standards, amendments to existing standards and interpretations issued by the IASB that
New standards, interpretations and amendments to existing standards that have been issued but are not yet effective are as
Amendments to IFRS 9 and IFRS 7 \u2013 Classification and Measurement of Financial Instruments \u2013 effective from
Amendments to IFRS 9 and IFRS 7 \u2013 Contracts Referencing Nature-dependent Electricity \u2013 effective from January 1,
Annual Improvements to IFRS Accounting Standards, effective from January 1, 2026 \u2013 amendments to:
IFRS 1 First-time Adoption of International Financial Reporting Standards;
IFRS 7 Financial Instruments: Disclosures, including the accompanying guidance;
IFRS 9 Financial Instruments;
IFRS 10 Consolidated Financial Statements; and
IAS 7 Statement of Cash Flows;
New standard \u2013 IFRS 18 \u2013 Presentation and Disclosure in Financial Statements \u2013 effective from January 1, 2027. The
Company is currently assessing the impact of adopting IFRS 18 and, at this stage, does not expect this new standard
to have a material impact on its financial statements;
New standard \u2013 IFRS 19 \u2013 Subsidiaries without Public Accountability: Disclosures \u2013 effective from January 1, 2027.
The Company is currently assessing the applicability and impact of these new standards, interpretations and amendments.
The Company has elected not to early adopt any new standard, amendment or interpretation that is not yet mandatory for
the year ended December 31, 2025.
Determining estimates and judgments
Preparing financial statements according to IFRS principles requires making judgments or estimates and making assumptions
that affect the amounts and information provided in the financial statements. Actual results may differ materially from these
estimates depending on different assumptions or conditions and, where applicable, a sensitivity analysis may be carried out
Valuation of free share allocation plans (\"AGA\"), share subscription warrants (\"BSA\") and founders' share
warrant plans (\"BSPCE\")
The assessment of the fair value of the AGAs, BSAs and BSCPEs allocated is carried out on the basis of a valuation model which
takes into account the probability of achieving the conditions for their acquisition.
The assessment of the fair value of the share subscription warrants and founders' share subscription warrants granted is
carried out on the basis of actuarial valuation models.
These models require the use by the company of certain calculation hypotheses such as the expected volatility of the security
Accounting for corporate tax
The Company is subject to income tax in France as part of its activities.
Deferred tax assets corresponding mainly to loss carryforwards are only recognized to the extent that it is probable that
future taxable profit will be available. The Group must use its judgment to determine the likelihood of the existence of future
These deferred tax assets are recognized within the limit of the tax liabilities recognized in the form of deferred tax liabilities
which the company can avoid paying and the ceilings provided for by the texts. (see note 10).
As part of a transfer or license grant contract, the Company may be required to defer the recognition of part of the income
regardless of the payments received (see note 8.1). Determining this duration requires using estimates.
Accounts and operations in foreign currencies
Each consolidated entity determines the functional currency based on its own economic environment and the conditions
under which it carries out its operations.
Foreign currency accounts
The accounts of entities whose functional currency is different from the presentation currency are translated using the closing
rate method. This conversion is carried out as follows:
Assets and liabilities are converted into the presentation currency, i.e. in euros at the closing price,
Income and expenses are converted at an average rate for the period. The group has used an annual average
considering that it represents an acceptable approximation of the conversion applicable on the date of each
The exchange differences resulting from this conversion are recorded in other comprehensive income under \"conversion
Transactions in foreign currencies
Foreign currency transactions are translated into the presentation currency at the exchange rate prevailing on the transaction
date. Monetary items are translated at the closing exchange rate at the reporting date, with resulting exchange differences
recognized in profit or loss.
Foreign currency transactions are converted into the presentation currency using the following exchange rates:
Source: Banque de France (French Central Bank)
Intangible assets are recognized in the balance sheet when they meet the accounting criteria of IAS 38.
Acquired intangible assets are recognized at their acquisition cost, the recognition criteria (reliable evaluation and probability
that economic benefits will be generated by the asset) being assumed to be satisfied.
Research and development expenses
Research costs are systematically recognized as expenses.
According to IAS 38, development costs are recognized as intangible assets only if all of the following criteria are met:
(a) technical feasibility necessary for the completion of the development project,
(b) intention of the Company to complete the project and put it into service,
(c) ability to put the intangible asset into service,
(d) demonstration of the probability of future economic benefits attached to the asset,
(e) availability of technical, financial and other resources to complete the project and
(f) reliable assessment of development expenditure.
Given the uncertainty weighing on the technical feasibility of completing ongoing research, the Company's development
expenses do not currently meet the criteria laid down by IAS 38 and are therefore recorded as expenses during the period.
the period during which they are engaged.
Acquired research and development projects are recognized as intangible assets at their fair value, even in the
absence of marketing authorization. These assets are classified into two categories:
They are qualified as assets with a defined useful life when they generate economic benefits. In this case,
their fair value recorded in the balance sheet, reduced where applicable by the residual value, is
amortized over the useful life expected by the Company.
In other cases, these are fixed assets under development which are not depreciated but subject to annual
The costs relating to valid patent filings, incurred by the Company until they are granted, are recognized as expenses,
consistent with the position adopted for the accounting of research and development costs.
4. NOTES TO THE FINANCIAL STATEMENTS
NOTE 1: NON-CURRENT ASSETS
(Amounts in thousand euros)
Gross value as of December 31, 2024
Gross value as of December 31, 2025
Amortization as of December 31, 2024
Amortization as of December 31, 2025
Net book value as of December 31, 2024
Net book value as of December 31, 2025
In 2016, following the acquisition of Effimune, the Company valued two molecules, FR104 and OSE-127. These molecules
were valued on the basis of future cash flow estimates.
Impairment tests are carried out once a year on non-current assets with an indefinite useful life or which cannot be amortized.
PEGRIZEPRUMENT (VEL-101/FR104)
As part of the signature of a worldwide licensing agreement with Veloxis Pharmaceuticals, the Company sold the worldwide
rights to develop, manufacture, register and market the FR104 molecule in all transplantation indications. In accordance with
IAS 38.97, which specifies that an asset must begin to be amortized when it can be used in the manner intended by
management, the transfer of rights entails the start of the amortization of this molecule. The amortization period used
corresponds to the end of the product's term of protection (product, process, administration methods, etc.) by intellectual
property rights, in particular patents. This protection is provided until December 2036, excluding any extensions related to
obtaining marketing authorizations. In December 31, 2025, the amortization recorded in the financial statements amounted
to \u20ac11,152 thousand (vs \u20ac8,785 thousand in December 31, 2024).
In December 2016, OSE Immunotherapeutics and Servier entered into a two-step option and license agreement.
In May 2023, the parties mutually agreed to terminate this agreement, in light of OSE Immunotherapeutics' strategic focus
on ulcerative colitis and following Servier's portfolio prioritization decision after negative results from an exploratory Phase
2a clinical trial in primary Sj\u00f6gren's syndrome (sponsored by Servier).
Following this termination, OSE Immunotherapeutics decided to continue the development of lusvertikimab through its
ongoing international Phase 2 clinical trial in ulcerative colitis, for which positive results were reported in July and November
In parallel, the Company is exploring additional development opportunities for lusvertikimab, including in acute lymphoblastic
leukemia (ALL). The European Medicines Agency (EMA) has granted Orphan Drug Designation for lusvertikimab for the
In parallel, the Company is also exploring new strategic opportunities in Acute Lymphoblastic Leukemia (ALL). The European
Medicines Agency (EMA) provided a positive opinion on Orphan Drug Designation for Lusvertikimab for the treatment of
Acute Lymphoblastic Leukemia (ALL).
Based on a potential partnership, the amounts of which were estimated using market knowledge for a product at this stage
15-year time horizon (with no terminal value);
Probabilities of success consistent with those generally observed in the field of autoimmune diseases (Ulcerative
The valuation model is based on the ulcerative colitis patient population in the United States, Europe and Japan, which is
assumed to grow at approximately 0.5% per annum over the forecast period. The model assumes a peak market share of 2%,
reached progressively following commercialization.
The following sensitivity analyses were performed:
Discount rate: sensitivity analysis performed using a range between 14% and 16%;
Probability of success: sensitivity analysis performed using a variation of \u00b110% in the probability of success
Market share: sensitivity analysis performed using a variation of \u00b120% in the market share assumptions;
Pricing: sensitivity analysis performed using a variation of \u00b120% in the pricing assumptions.
None of these sensitivity analyses resulted in a recoverable amount lower than the carrying amount of the related assets.
Accordingly, the sensitivity analyses performed did not indicate any impairment of these assets.
NOTE 3 : FINANCIAL ASSETS AND LIABILITIES AND IMPACT ON INCOME
The Company's financial assets were measured as follows as of December 31, 2025:
(Amounts in thousand euros)
Non-current financial assets
Non-current financial liabilities
Non-current lease liabilities
Current financial liabilities
Current lease liabilities
Total financial liabilities
Impact on the income statement as of December 31,
Cash and cash equivalents
Lease liabilities at amortized cost
Liability to the joint venture through profit or loss
Liabilities measured at amortized cost
(Amounts in thousand euros)
Effect of reversing discounting
The amount of repayable advances indicated corresponds to the amounts received by the Company. However, their
repayment is subject to the success of the product developed in each of the funded programs.
Following failure, the contracts, debts and schedules linked to the CAPACITY and COVEPIT advances were revised by
CoVepiT: Acceptance of the failure report dated January 17, 2023, with waiver of debt in the amount of \u20ac1,923,841.
The new instalment debt amounts to \u20ac356 thousand before discounting. It will be repaid in 7 quarterly installments of
\u20ac42 thousand starting from June 30, 2025.
CAPACITY: Acceptance of the failure report and the rescheduling request dated June 23, 2023, with waiver of debt in
the amount of \u20ac1,025,386. The new instalment debt amounts to \u20ac2,819,320. This debt was totally reimbursed as of
In April 2025, the technical failure of the program has been accepted by Bpifrance, and the Company had to partially
reimburse Bpifrance. The total amount of \u20ac1,433,844 was paid by OSE Immunotherapeutics in June 2025.
Subject to the achievement of the success conditions of the EFFIMAB program, the repayment of the repayable advance is
scheduled to begin on December 31, 2026, until September 30, 2032. During the first half of 2025, the company received the
fourth and final tranche of funding for the EFIMAB project, amounting to \u20ac790,000.
On June 12, 2024, the Group signed a contract with BPI under which it receives funding for the program called 'TEDOPI'. The
purpose of this program is the implementation of a pivotal Phase 3 clinical trial for the therapeutic vaccine Tedopi\u00ae as a
second-line treatment in the population of HLA-A2 positive non-small cell lung cancer (NSCLC) patients.
The fund is provided solely in the form of a repayable advance, amounting to \u20ac8,472 thousand, representing 35% of the
program's costs. The duration of the program is 51 months and will end on April 1, 2028. The repayable advance bears interest
at a rate of 5.11%, considered a market rate. As of December 31, 2025, the Company had received \u20ac2,017 euros under this
Repayment will be made on a quarterly basis starting from December 31, 2030, unless the Program fails (technical-economic
failure or commercial failure). In any case, if no repayment has occurred within 10 years from the date of the last
disbursement of the aid, the contract will be automatically terminated without further formalities, and the Group will be
released from any obligation to repay the financial returns.
French Government-guaranteed loan (PGE)
(Amounts in thousand euros)
Effects of reversing discounting
To address the financial consequences of the COVID-19 pandemic, on May 5, 2020, a French Government-guaranteed loan
of \u20ac6,960 thousands was granted, split between three banks (CIC, CM and BNP).
This funding is one-year cash loan immediately made available to the borrower for the full amount on the date that the funds
are transferred into their current account. Capital will be repaid and interest and ancillary costs paid in a single instalment on
the annual repayment date, with the option for the borrower to apply to spread the outstanding amount due on the
repayment date over a further four years. Management exercised the option allowing it to repay this loan at a maturity of
The optional amortization amendments to French Government-guaranteed loans enabling the repayment to be spread over
five years were signed at the end of March 2021.
The funds received and conditions are as follows:
Cr\u00e9dit Mutuel = \u20ac2,300,000 received on May 6, 2020. 48 monthly payments with a first due on May 6, 2022 and a final
payment on May 5, 2026. (Fixed rate: 0.70% / APR: 1.39% per year).
BNP = \u20ac2,300,000 received on May 6, 2020. 48 monthly payments with a first due on May 6, 2022, and a final payment
on May 5, 2026 (Fixed rate: 0.75% / APR: 1.44% per year). An additional commission was recorded on July 7, 2021, for
\u20ac48,489. The total amount due at closing therefore amounts to \u20ac2,348,489.
CIC = \u20ac2,360,000 received on May 18, 2020. 48 monthly payments with a first due on June 15, 2022, and a final payment
on May 15, 2026. (Fixed rate: 0.70% / APR: 1.39% per year).
Resilience loan guaranteed by the state 2023To deal with the consequences of the Russian-Ukrainian conflict which impacted
the Company's clinical trials, a loan guaranteed by the State was granted on May 2023 for a total amount of \u20ac1,323,000
million allocated by 3 banks (CIC, CM and BNP).
This financing is a one-year cash loan immediately made available to the borrower for the entire amount on the date the
funds are released into their current account. The repayment of the capital and the payment of interest and accessories will
occur in one time on the annual maturity date of the credit, with the possibility for the borrower to request the rescheduling
of the sums due on maturity over an additional period of 4 years. This option was exercised during the first half of 2024.
Before exercising the option, the amounts received, and conditions are as follows: BNP = \u20ac441,000 received on May 30, 2023,
repaid over 60 months from June 30, 2024 (Fixed rate: 3.65%).
CIC = \u20ac441,000 received on June 20, 2023, repaid over 60
months from July 20, 2024 (Fixed rate : 3.50%).
Cr\u00e9dit Mutuel = \u20ac441,000 received on July 1st, 2023, repaid over 60 months from July 31, 2024 (Fixed rate: 3.50 %).
(amounts in thousand euros)
Effect of reversing discounting
BPI loan (\u20ac1,500 thousand)
To support the development of a companion diagnostic test associated with Tedopi\u00ae, Bpifrance granted the Company a loan
of a total amount of \u20ac1.5 million on May 2, 2023.
This test will be used to identify HLA-A2 patients with NSCLC eligible to a treatment with Tedopi\u00ae in the next pivotal Phase 3
clinical trial under preparation.
This financing is a 95-month loan.
The funds received and conditions are as follows: \u20ac1.5 million received on 06/14/2023. 32 monthly payments with a first due
date on 06/30/2026 and a final due date on 03/31/2031 (Fixed rate: 4.04% per year).
CIC loan (\u20ac400 thousand)
To reinforce its available cash, CIC granted the Company a loan of a total amount of \u20ac400 thousand on June 15, 2023. This
financing is a 36-month loan with a first due date on 06/25/2023 and a final due date on 05/25/2031 (Fixed rate: 4.17%).
CM loan (\u20ac300 thousand)
To reinforce its available cash, Cr\u00e9dit Mutuel granted the Company a loan of a total amount of \u20ac300 thousand on July 3, 2023.
This financing is a 36-month loan with a first due date on 08/31/2023 and a final due date on 07/31/2026 (Fixed rate: 4.15%).
Change in financial debt as of December 1, 2025:
(Amounts in thousand euros)
Effect of reversing discounting
Change in the derivative as of December 31, 2025:
(Amounts in thousand euros)
In early July 2021, the Company received a payment of \u20ac10 million for the first tranche of the loan granted by the European
Investment Bank (EIB) on February 12, 2021.
This type of financing, granted by the EIB, and benefiting from a guarantee from the European Commission under the
European Fund for Strategic Investments (known as the \"Juncker Plan\"), aims to support developed research and innovation
projects by companies with high growth potential.
This first tranche bears a fixed annual interest rate of 5% paid annually, with a maturity of five years.
This loan is recorded at its fair value on the date it is granted and subsequently measured at amortized cost. The effective
interest rate (EIR) for tranche 1 was estimated at 18.564%.
The first tranche is accompanied by the issue of share subscription warrants (BSA) entitling EIB in the event of exercise, to
subscribe to 850,000 shares of the Company (i.e. 4.44% of the share capital on an undiluted basis). The share subscription
warrants T1 are not subject to a request for admission to trading on any market. The subscription price is \u20ac0.01 per share
subscription warrant, i.e. \u20ac8,500.
The EIB has a put option on these share subscription warrants. The terms of this option are as follows:
Warrant EIG (put) \u2013 Tranche A
Spot share OSE \u2013 Exercice price
07/08/2021 \u2013 07/09/2026
Option capped to a \u20ac15 million payment (this option will be exercised, when appropriate, for the quantity of warrants
allowing to obtain a \u20ac15 million payment, the remaining warrant being kept by the ElB
Option condition of exercise
Change of control of the issuer
Reimbursement of the loan
The Company also has a call option on these share subscription warrants. The terms of this option are as follows:
Warrant EIG (call) \u2013 Tranche A
Spot share OSE \u2013 Exercice price
07/08/2021 \u2013 07/09/2033
Option condition of exercise
Exit i.e. Transfer of all shares from key shareholders to
Warrants have to be exercisable and not exercised
The valuation of the share subscription warrants T1 as of December 31, 2025, breaks down as follows:
Share subscription warrants issued, excluding additional options \u2013 part (1): +\u20ac2.69/share
EIB put option \u2013 part (2): +\u20ac0.00/share
Company call option \u2013 part (3): -\u20ac0.41/share
It represents a total of \u20ac2.28/share. For all the 850,000 share subscription warrants T1 issued, the valuation therefore
amounts to \u20ac1,939 thousand.
Given the characteristics of the loan contract, this financial instrument is considered as a hybrid instrument consisting of a
host (debt) and embedded derivatives (call and put share subscription warrants).
The debt (corresponding to the Tranche 1) is measured using the amortized cost method including issue costs
corresponding to the fair value of the share subscription warrants (on the issue date) for \u20ac4.19 million and taking into
account an effective interest rate of 18.56%.
The share subscription warrants T1 are derivative liabilities to be measured at fair value through profit or loss at each
In early December 2022, the Company received a payment of \u20ac10 million for the second tranche of the loan granted by the
European Investment Bank (EIB) on February 12, 2021.
This second tranche bears a fixed annual interest rate of 5% paid annually, with a maturity of five years.
This loan is recognized on the date it is granted at fair value and then subsequently recognized at amortized cost. The effective
interest rate (TEI) of Tranche 2 was estimated at 10.48%.
The second tranche (T2) is accompanied by the issue of share subscription warrants (share subscription warrants T2) entitling
EIB in the event of exercise, to subscribe to 550,000 shares of the Company (i.e.2.97% of the share capital on an undiluted
basis). The share subscription warrants T2 are not subject to a request for admission to trading on any market.
The subscription price is \u20ac0.01 per share subscription warrant, i.e. \u20ac5,500.
These share subscription warrants T2 are accompanied by a put option of the share subscription warrants to the hand of the
EIB. The terms of this option are as follows:
Warrant EIG (put) \u2013 Tranche B
Spot share OSE \u2013 Exercice price
12/01/2022 \u2013 12/01/2027
Option capped to a \u20ac15 million payment (this option will be exercised, when appropriate, for the quantity of warrants
allowing to obtain a \u20ac15 million payment, the remaining warrant being kept by the ElB
Option condition of exercise
Change of control of the issuer
Reimbursement of the loan
These share subscription warrants T2 are accompanied by a call option of the share subscription warrants to the hand of the
EIB. The terms of this option are as follows:
Warrant EIG (call) \u2013 Tranche B
Spot share OSE \u2013 Exercice price
12/01/2022 \u2013 12/01/2027
Option condition of exercise
Exit i.e. Transfer of all shares from key shareholders to
Warrants have to be exercisable and not exercised
The valuation of share subscription warrants T2 as of December 31, 2025, breaks down as follows:
Share subscription warrants T2 issued, excluding additional options \u2013 part (1): +\u20ac3.26 \u20ac/share
Eib put option \u2013 part (2): +\u20ac0.00/share
Company call option \u2013 part (3): -\u20ac0.81/share
It represents a total of \u20ac2.45/share. For all the 550,000 share subscription warrants T2 issued, the valuation therefore
amounts to \u20ac1,348 thousand.
Given the characteristics of the loan contract, this financial instrument is considered as a hybrid instrument consisting of a
host (debt) and embedded derivatives (call and put share subscription warrants).
The debt (corresponding to the Tranche 2) is measured using the amortized cost method including issue costs
corresponding to the fair value of the share subscription warrants (on the issue date) for \u20ac2.05 million and taking into
account an effective interest rate of 10.48%.
The share subscription warrants T2 are derivative liabilities to be measured at fair value through profit or loss at each
The valuation of all share subscription warrants (T1 and T2) within this loan amounted to \u20ac3.30 million at December 31, 2025,
and the impact of variation in fair value per results amounted to \u2013\u20ac1.50 million.
4.5 Company's buyback of its own shares
The Combined General Shareholders' Meeting of June 19, 2024, authorized, for a period of eighteen months with effect from
the Meeting, the Board of Directors to implement, on one or more occasions, a share buyback program in accordance with
the provisions of Article L. 22-10-62 of the French Commercial Code and pursuant to the General Regulation of the French
Financial Markets Authority (AMF), at a maximum purchase price of \u20ac21.60 per share, excluding fees and commissions, with
an overall cap of 10 million euros.
On December 31, 2025, the Company held 40,586 OSE Immunotherapeutics shares, acquired for a total of \u20ac208 thousand.
Sales of treasury shares generated a net capital loss on disposal of \u20ac37 thousand in 2025.
These amounts have been restated in equity in accordance with IAS 32. Treasury shares in shareholders' equity therefore
amounted to \u20ac338 thousand at December 31, 2025.
OSE Immunotherapeutics shares held by the Group are recognized as a deduction from consolidated equity for their
Since April 8, 2015, and for a period of two years renewable by tacit agreement for successive periods of one year, the
company OSE Immunotherapeutics has entrusted an organization with the implementation of a liquidity contract in
accordance with the charter of ethics established by the French Association of Investment Firms and approved by the
Financial Markets Authority (AMF) by decision of March 21, 2011. As of December 31, 2025, the OSE Immunotherapeutics
securities held through the liquidity account as well as the results generated during the financial year on transactions
conducted by the contract manager are reclassified as equity. The cash part of the liquidity account is classified as \"Other
4.2 Equity instruments authorized but not issued
On August 19, 2025, the Board of Directors resolved to grant 2,000 additional free share awards to Group employees under
On September 9, 2025, the Board of Directors resolved to grant 80,000 free share awards to the Chairman of the Board of
Following the resolutions of the General Meeting not approving the compensation of former executive officers, the Board of
Directors resolved that the dilutive instruments previously granted to the former Chairman and the former Chief Executive
Officer, amounting to 80,000 and 219,970 free share awards respectively, would not be issued.
Following the change in management, the Company decided not to grant any additional dilutive instruments during the 2025
As of December 31, 2025, 84,081 equity instruments remain available under the authorization granted by the Combined
General Meeting of June 19, 2024.
4.3 Share subscription warrants, founders' share warrants and free shares
The Company issued the following share subscription warrant and founders' share warrant plans.
4.3.1 \u2013 Share subscription warrants and founders' share warrants
The following table summarizes the data relating to the warrants and the assumptions used for their valuation in accordance
2019 Founders' share warrants
2020 Founders' share warrants
2021 Founders' share warrants
2022 Founders' share warrants
2023 Founders' share warrants
2024 Founders' share warrants
Underlying assumptions used for the calculation of the compensation expense
For all plans, the instruments are immediately exercisable and are not subject to any performance conditions.
These plans are classified as equity-settled share-based payment arrangements. The Group has no obligation to repurchase
these instruments from beneficiaries in the event of their departure or in the absence of the occurrence of specific events.
Assessment criteria for share subscription warrants and founders' share warrants
The fair value of the warrants has been determined using the Black\u2013Scholes model. The valuation methods used to estimate
the fair value of the warrants are set out below:
the share price is based on the published closing price of the ordinary shares;
the risk-free rate is determined on the basis of the yield on French government bonds with a maturity equal to that
volatility is determined on the basis of the company's historical share price over a period equivalent to the life of
The dividend yield is assumed to be 0%.
The valuation of the terms of the plans is carried out by an external service provider.
The Company issued the following free share plans:
All plans are subject to a one-year vesting period and a one-year holding period.
For information purposes, the following free share awards granted in 2024 relate to plans that were subsequently either not
issued or cancelled following the decisions of the General Meeting and the Board of Directors:
219,970 free share awards granted to Nicolas Poirier, as part of the Board of Directors' intention to grant the Chief
Executive Officer a long-term incentive representing up to 1% of the share capital per year over a three-year period,
80,000 free shares previously granted to the Chairman of the Board of Directors were cancelled following his
decision to waive his entitlement.
On January 27, 2025, the Board of Directors resolved to grant 226,700 free share awards to employees.
On September 19, 2025, an additional 2,000 free share awards were granted to employees.
4.3.3 - Breakdown of expenses recognised in accordance with IFRS 2 as of December 31,2025 and 2024
The expense recognized as of December 31, 2025 in respect of equity-settled share-based payments granted to corporate
officers, employees and consultants amounted to \u20ac1,498 thousand, compared to \u20ac2,088 thousand as at December 31, 2024.
Employer social contributions related to free share awards amounted to \u20ac709 thousand in 2025, compared to \u20ac636 thousand
in 2024. Accordingly, the total expense related to share-based payments amounted to \u20ac1,911 thousand in 2025, compared
to \u20ac2,724 thousand in 2024.
All these benefits were granted to corporate officers and employees.
4.4 VESTER share subscription warrants
On April 27, 2023, the Company signed an Equity Line agreement with Vester Finance, allowing Vester Finance to subscribe
for up to 2,800,000 warrants (BSA), which later extended to 3,700,000, with a conversion ratio of 1 warrant per share. The
exercise price is based on the volume-weighted average price (VWAP) of the last two trading days, including a maximum
discount of 6%. At the time of issuance, Vester paid a subscription price of \u20ac300K, which is split between nominal value and
Since the cash to be paid by Vester upon exercising the warrants is not fixed - being indexed to the Company's share price -
this agreement falls within the scope of IFRS 9.
The contract also stipulates that OSE Immunotherapeutics will have the ability to modify the exercise conditions once a
minimum capital increase of \u20ac600K has been reached.
The Company's analysis of the agreement led it to consider the subscription price paid as prepayment at the subscription
date. Until the \u20ac600K threshold is reached, capital increases are recognized at their gross amount, and the 6% discount is
recorded as a financial expense.
Once the \u20ac600K threshold is reached, OSE Immunotherapeutics gains the ability to modify the exercise terms, and the
contract then falls outside the scope of IFRS 9.
The remaining warrants are considered equity instruments and are recognized upon exercise.
The \u20ac600K threshold was reached in 2023. On November 4, 2024, Vester Finance exercised 80,000 warrants, resulting in a
capital increase of \u20ac16K and a share premium of \u20ac768K.
As of December 31, 2025, Vester Finance exercised 2,820,000 warrants.
3.12 Share-based payments
The Group has implemented compensation plans settled in equity instruments in the form of share subscription warrants,
company founder share subscription warrants or free share allocations allocated to employees, managers, consultants,
service providers and members of the board of directors.
In application of IFRS 2, for transactions whose payment is based on shares and which are settled in equity instruments, the
Company evaluates the associated remuneration at the fair value of the goods or services received, unless this fair value
cannot be estimated reliably. To apply these latter provisions, the number of benefits granted is evaluated according to the
Bjerksund & Stensland model and is recognized as charges, over the period during which the rights to benefit from the equity
instruments are acquired, in return for an increase in equity. The fair value of the warrants granted is determined by applying
the option valuation model as described in note 4.3. The assessment of the fair value of the free shares granted is carried out
on the basis of a valuation model which takes into account the probability of achieving the conditions for their acquisition.
3.13 Financial liabilities
A financial liability is a contractual obligation to deliver cash or another financial asset to another entity. A financial instrument
can be classified as a financial liability (debt, derivative) or an equity instrument.
The acquisition price of a financial liability is the amount actually paid net of transaction costs (unless measured at fair value
through profit or loss) and net of any redemption premiums. There are three categories of financial liabilities:
Liabilities measured at amortized cost
These include supplier debts, tax and social security debts, loans and various financial debts, such as repayable advances and
bank loans. They are recognized at amortized cost using the effective interest rate method.
The fraction of financial liabilities due in less than one year is presented in \"Financial debts \u2013 current portion\".
Liabilities measured at fair value through profit or loss
During this period, the Company did not hold any such investments.
Liabilities measured at fair value through profit or loss on option
During this period, the Company did not hold any investments of this type.
Operating grants which compensate for expenses incurred by the Group are recognized in income as a reduction of research
and development costs, as the costs incurred on the research programs concerned progress.
Conditional advances, not bearing interest, are intended to finance research programs. They are fully refundable in the event
of success of the project, and partially in the event of failure.
Repayable advances whose contractual rate does not constitute a market rate are assimilated to financial liabilities which
must be evaluated at amortized cost at each closing, by discounting all future cash outflows discounted at the rate of interest
prevailing on the market or on the contract.
The difference between the discounted value of the advance at the market rate and the amount received in cash from the
public institution constitutes a grant within the meaning of IAS 20. This difference must be recognized as a grant linked to
results and recorded in result in a reduction in research and development costs, as the costs incurred on the research
programs concerned progress. These advances are recorded as non-current financial debts and current financial debts
depending on their maturity. In the event of a pronounced failure, the waiver of debt granted is recorded as a grant.
NOTE 7: NON-CURRENT/ CURRENT LIABILITIES
Provisions break down as follows:
(Amounts in thousand euros)
commitment current liabilities
Provision/cost of past services
Provision for pension commitments
The pension commitment provision is measured in accordance with the applicable collective agreement, i.e. the
pharmaceutical industry collective agreement, and according to the new IFRIC method. The assumptions made were as
Mortality table: regulatory table TH (men)/TF (women) 00-02,
Estimated retirement age: 64
Ratio of wage increases: 2%
Staff turnover: low turnover
Social security contribution rates: between 44% and 46% depending on the category.
Provision for risks and litigations
(Amounts in thousand euros)
Provision/cost of past services
The Company is involved in certain disputes and is exposed to litigation risks. Provisions have been recognized based on
management's best estimate of the associated risks, although the Company considers that its position is justified.
3.15 Provisions for risks and charges
Provisions for risks and charges correspond to commitments resulting from litigation and various risks, the timing and amount
of which are uncertain, which the Company may face in the course of its activities. A provision is recognized when the
Company has a legal or implicit obligation towards a third party resulting from a past event which it is probable or certain will
cause an outflow of resources for the benefit of this third party, without at least equivalent compensation expected from the
third party. -this, and that future cash outflows can be reliably estimated.
The amount recognized as a provision is the best estimate of the expenditure necessary to settle the obligation, updated if
necessary, at the closing date.
COMMITMENTS RELATING TO RETIREMENT BENEFITS
Upon departure, Company employees receive compensation in accordance with the law and the provisions of the applicable
The valuation and accounting methods followed by the Group are those set out in IAS 19 \"Employee benefits\".
Following the application of the IFRIC decision of May 2021, the Company opted for the financial year for a new method of
evaluating these commitments (\"IFRIC\") relating to the distribution of benefit rights for the schemes conditioning the granting
of a benefit both based on seniority, for a capped maximum amount and on the fact that a member of staff is employed by
the entity when they reach retirement age.
In application of this standard:
- Expenses linked to defined contribution plans are recognized as expenses as they are paid;
-The commitments of each defined benefit plan are determined according to the new IFRIC method. These calculations are
based on assumptions about mortality, staff turnover and projected salary increases. They take into account the economic
situation of each country;
-Actuarial gains and losses are recognized in other elements of comprehensive income.
The Company's revenue may derive from income generated under licensing agreements entered into with pharmaceutical
companies, as well as from compassionate sales of products carried out under early access or compassionate use programs
authorized by the relevant regulatory authorities.
Revenue from compassionate sales
Revenue from compassionate sales is recognized when control of the products is transferred to the customer, which generally
corresponds to delivery of the products.
Revenue from licensing agreements
Licensing agreements generally include various components, such as amounts billable upon signature and amounts billable
upon the achievement of certain predefined development milestones, lump-sum payments to fund research and
development costs, and royalties on future product sales. Royalties on future product sales correspond to a percentage of
the net sales generated by the partner.
Amounts billable upon execution of the agreement, which compensate for the transfer of intellectual property rights relating
to a molecule, are immediately recognized as revenue upon the effective date of the agreement when the amounts received
are non-refundable and the Company has no future development obligations.
Revenue related to development services performed on behalf of the customer that acquired the intellectual property rights
is initially recognized as deferred revenue and amortized over the estimated period of the Company's involvement in future
development activities, which is subject to periodic review.
Amounts billable upon the achievement of certain predefined development milestones are recognized in full as revenue upon
the effective achievement of such milestones, provided that the Company has no contractual obligation to perform further
development services on behalf of the customer that acquired the intellectual property rights after the milestone has been
achieved. Conversely, all or part of the amounts invoiced upon the achievement of a development milestone may be deferred
and recognized over the estimated period of the Company's involvement in future development activities, which is subject
OSE Immunotherapeutics has lease contracts (as lessee) which mainly concern offices and various equipment.
As part of simple leases within the meaning of IFRS 16, the Group recognizes a right of use and a rental liability for all of these
contracts, with the exception of those relating to low-value assets and those of short duration (12 months or less). Payments
under these contracts not recognized on the balance sheet are recognized as operating expenses on a straight-line basis over
the duration of the contract.
At the start of the contract, the debt for future rents is discounted using the marginal borrowing rate corresponding to a risk-
free rate adjusted by a margin representative of the risk specific to each entity of the Group.
Since rental payments are spread over the duration of the contract, the Company applies a discount rate based on the
duration of these payments.
The payments taken into account in the assessment of the debt for future rentals exclude non-rental components and include
the fixed amounts that OSE Immunotherapeutics expects to pay to the lessor over the probable duration of the contract.
After the start of the rental contract, the debt for future rents is reduced by the number of payments made for rents and
increased by interest. The debt is revalued, if necessary, to reflect a new appreciation or a change in future rents.
After the start of the contract, the right of use, initially evaluated at its cost, is amortized on a straight-line basis over the
duration of the rental contract and is subject, if necessary, to an impairment test.
As of December 31, 2025, the Group generated income (net of tax) of \u20ac(275) thousand, which breaks down as follows:
A current tax expense amounting to \u20ac2,615 thousand
A net deferred tax income of \u20ac236 thousand
The tax proof breaks down as follows:
Reconciliation between the theoretical and effective tax rate (amounts in thousand euros)
Theoretical legal tax rate in France
Use of tax loss carryforwards
French local business tax (CET)
Unrecognized tax loss carryforwards and unrecorded deferred tax assets
Tax expense/income for the Group
The permanent differences mainly comprise the impact of the research tax credit (operating income not subject to tax) and
the expense recognised under IFRS 2.
Other current assets are as follows:
(Amounts in thousand euros)
Current fixed-term deposits (1)
Total current financial assets
(1) The item 'Current fixed-term deposits' comprises cash investments with a maturity of more than three months,
which are capital-protected and offer a rate of return of between 3% and 4%, depending on the terms of the
contract. The item 'Research tax credit' comprises the 2025 CIR tax claim (2024 CIR tax claim has been received in
(2) Prepaid expenses are mainly composed of research and development expenses, including \u20ac717 thousand for
Tedopi and \u20ac803 thousand for OSE127.
(3) Value-added tax includes refund claims of \u20ac835 thousand as well as \u20ac376 thousand for VAT on invoices not yet
(4) Prepaid income is mainly composed of grants to be received.
As of December 31, 2025, the share capital stood at \u20ac4,492,652.4. It is divided into 22,463,262 fully subscribed and paid-up
ordinary shares with a par value of \u20ac0.20.
Amounts in thousand euros (except number of
Total as of December 31, 2023
Exercise 2023 founders' share warrants
Exercise 2023 founders' share warrants
Exercise VESTER share warrant subscriptions
Exercise employees' share warrants
Total as of December 31, 2024
Exercise 2023 founders' share warrants (Sept 18)
Cancellation of treasury shares (Sept 23)
Total as of December 31, 2025
Revenues from collaboration agreements
As of December 31, 2025, the breakdown of operating income is as follows:
(Amounts in thousand euros)
BI agreement (2018) \u2013 Recharge of direct costs
BI agreement (2018) \u2013 2024 amendment
Veloxis agreement \u2013 IP reinvoicing
Sales of Tedopi\u00ae vials as part of EAP*
*EAP = Early Access to medicinal Products
Revenue amounting to \u20ac2,619 thousand consists of compassionate sales and revenue generated from agreements with our
As part of the contract entered into on April 15, 2024, OSE Immunotherapeutics granted AbbVie an exclusive license on
intellectual property rights for OSE-230. As such, the Company has received an upfront payment of $48 million (= \u20ac45,045
million). The contract also includes milestone payments and royalties on sales.
The analysis of the contract with AbbVie, according to the IFRS.15 standard, highlighted two performance obligations:
R&D activities included in the contract (\u00abTransition Development Plan\u00bb).
The transaction price is composed as follows:
The transaction price is allocated to the two identified performance obligations using the residual method.
The transaction price for the development work was estimated at \u20ac7.9 million (including a double-digit margin), and the price
of the license at \u20ac37.1 million.
Revenue allocated to the license was fully recognized upon transfer of the license at contract inception, amounting to \u20ac37.1
Revenue allocated to the development work is recognized based on the percentage of completion of costs and amounts to
\u20ac 783 thousand as of December 31, 2025. A deferred revenue of \u20ac1,115 thousand was recognized for the remaining work to
The evaluation of the revenue attributed to the license is variable due to the uncertainty related to the achievement of
milestones and royalties. Each time a milestone is achieved and becomes highly probable, it can be reintegrated into the
transaction price and thus recognized as revenue. Furthermore, as long as OSE participates in the development, a portion of
the transaction price must be allocated to the development services.
Boehringer Ingelheim (BI)
The analysis of the contract with BI, according to the IFRS.15 standard, highlighted two performance obligations:
An OSE technology license related to OSE-172 for development and commercialization,
The transaction price is composed as follows:
Reimbursement of a part of the development costs.
The transaction price is allocated to the two identified performance obligations using the residual method.
The revenue allocated to the license is recognized at the date of the license transfer, corresponding to the date of the
agreement signature. Nevertheless, the revenue assessment allocated to the license is variable, given the uncertainty linked
to the achievement of milestones and to royalties.
To each milestone achievement, this one becoming highly probable, it can be integrated to the transaction price and thus
recognized in revenue. In addition, as long as OSE Immunotherapeutics participates in development, part of the transaction
price must be allocated to development services.
Consequently, the following revenue was recognized:
For the 2025 fiscal year: \u20ac248 thousand related to the re-invoicing of development costs including a margin
percentage (double digit) and recognized according to the costs incurred.
For the 2024 fiscal year: \u20ac1,126 thousand related to the re-invoicing of development costs including a margin
percentage (double digit) and recognized according to the costs incurred.
On May 21, 2024, OSE Immunotherapeutics and Boehringer Ingelheim signed an amendment to the contract, resulting in a
reduction of the royalty amount originally stipulated in the initial agreement, in exchange for payments structured as a royalty
buyout. The contract outlines two possible stages:
An initial partial buyout of royalties with immediate effect, in exchange for a one-time payment of \u20ac25.3 million.
A second optional partial buyout of royalties, which BI may exercise at any time before the start of Phase 3, for a fixed amount
As of December 31, 2024, the \u20ac25.3 million was recognized as revenue. The second optional buyout will only be recognized
as revenue upon the potential exercise of the partial buyout by BI.
The analysis of the contract with Veloxis, with regard to IFRS 15 standard, highlights two performance obligations:
Transfer of intellectual property (FR104 molecule),
Sales of products related to the molecule FR104 (Pegrizeprument).
The transaction price is allocated to the two performance obligations identified in proportion to the specific sales price of
each of these obligations. A two-digit margin is applied on the sales of the product.
The revenue allocated to the license is recognized at the date of the license transfer, corresponding to the date of signature
The revenue allocated to the sales of the product is recognized at the date of its delivery.
Consequently, it was recognized as revenue:
For the 2025 fiscal year: \u20ac185 thousand related to IP reinvoicing;
For the 2024 fiscal year: \u20ac162 thousand related to IP reinvoicing.
On May 21, 2024, OSE Immunotherapeutics and Boehringer Ingelheim signed an asset purchase agreement related to the
purchase of an asset from the anti-PD1/cytokine cis-targeting 2platform. The financial terms are as follows:
A \u20ac13.5 million upfront payment,
A potential milestone payment of \u20ac17.5 million to be paid by Boehringer Ingelheim upon the launch of a potential
As this concerns the disposal of an intangible asset, the Company recognizes the income related to the contract under \"Other
income,\" in accordance with IAS 38. Since the transfer of the asset is effective as of the contract signing date, the \u20ac13.5 million
is recognized immediately. The milestone payment will be recognized upon fulfillment of the condition.
General and administration expenses
GENERAL AND ADMINISTRATION EXPENSES
(Amounts in thousand euros)
Consumables and small equipments
Advertising and press relation
Depreciations and provisions
Provision for risks/litigations
General and administration fees
The increase of G&A expenses reflects legal fees incurred in connection with the exceptional context surrounding the Annual
General Meeting held on September 30, 2025, which led to a complete renewal of the Company's governance, as well as legal
proceedings initiated against certain minority shareholders.
These non-recurring expenses were partially offset by a reduction in payroll expenses, following the partial deferral of
compensation from 2023 to 2024 for certain key executives.
The 'Other' item mainly comprises rental costs.
(Amounts in thousand euros)
Revenue on cash equivalents
Change in fair value share subscription warrants
Change in fair value of marketable securities
Change in fair value share subscription warrants
Lease liabilities interests
The financial result variation is mainly driven by:
Change in fair value of the warrants' liability derives as part of the EIB contract which represents a \u20ac1.5 million
income (compared to a \u20ac2.3 million expense in December 2024);
A decline in income from cash equivalents;
The recognition of discounting effects on the EFFICLIN debt, restated in accordance with IAS 20 following its partial
The Company recognized a deferred tax asset for OPI (Swiss subsidiary) valued at \u20ac1.3 million calculated on the basis of a
14.70% tax rate (Swiss rates under ordinary law).
As of December 31, 2025, deferred tax assets stood at \u20ac193 thousand (versus \u20ac191 thousand as of December 31, 2024).
Net deferred tax liabilities
Given its level of development, the Company only recognizes deferred tax assets in the amount of its tax liabilities recognized
as deferred tax liabilities, payment of which may be avoided by the Company, even in the absence of any profit forecast. As
of December 31, 2025, the amount of tax loss carryforwards amounts to \u20ac140 million.
In 2016, the Company recognized a deferred tax liability for the FR104 and OSE-127 molecules, valued at \u20ac52.6 million.
Consequently, the Company recognized its deferred tax assets at the level of its deferred tax liabilities. As of December 31,
2018, the net deferred tax liability amounted to \u20ac2,010 thousand.
Since January 1, 2019, under the 2019 finance act modifying the tax regime for income from the sale or licensing of patents,
the Company applied a deferred tax rate of 10% when calculating deferred tax liabilities and assets generated in France.
Considering the administrative clarifications of April 22, 2020, profits eligible for the preferential regime may be offset against
tax loss carryforwards as of December 31, 2019.
As a result, deferred tax assets on tax loss carryforwards were recognized in the amount of deferred tax liabilities (with the
application of the cap on tax loss carryforwards).
Deferred tax assets on recognized tax loss carryforwards on December 31, 2025, amounted to \u20ac7,473 thousand. As a result,
as of December 31, 2025, the net deferred tax liability amounted to \u20ac1,075 thousand.
Commitments received under licensing and distribution contracts where applicable
Under licensing and distribution agreements, Boehringer Ingelheim, Rafa, CKD and Veloxis agreed to pay the Company:
One-off payments when certain development milestones and revenue are reached.
Royalties on product sales.
Commitments in view of sublicensing contracts with Selexis
Under commercial licensing agreements with Selexis, OSE Immunotherapeutics agreed to pay Selexis:
Fixed payments based on the completion of certain milestones, as compensation for the license granted by Selexis;
Royalties or milestones (optional depending on the level of sales) when products are marketed.
Commitments in view of sublicensing contracts with INSERM
Two operating agreements were signed with the Nantes Institute of Health and Medical Research (INSERM):
In October 2011 for the MD707 project, including filing a co-ownership patent; and
In March 2013 for the FR104 project, including filing a co-ownership patent.
These agreements grant worldwide operating rights on the patent licenses for each of the projects.
For Pegrizeprument (VEL-101/FR104), OSE Immunotherapeutics has signed a sublicensing agreement with Veloxis, which
provides for the payment of royalties calculated on the sublicence revenues.
Other off-balance sheet commitments
As part of the initial transaction for the acquisition of Memopi\u00ae (including Tedopi\u00ae) assets from the pharmaceutical company
Takeda, the Company agreed to pay an earn-out when its product was registered, then no more than single-digit royalties on
The following commitments are transferred to the Company by way of merger absorption.
Interest-bearing bank account pledged to Cr\u00e9dit Mutuel, amounting to \u20ac90 thousand.
Interest-bearing bank account pledged to CIC, amounting to \u20ac146 thousand.
Interest-bearing bank account pledged to CIC, amounting to \u20ac161 thousand.
Interest-bearing bank account pledged to CIC, amounting to \u20ac120 thousand.
Interest-bearing bank account pledged to the EIB, amounting to \u20ac230 thousand.
\u20ac6 thousand lease payment guarantee to CIC.
\u20ac315 thousand additional lease payment guarantee to CIC.
The Company benefits from a guarantee from Bpifrance between 70% and 90 % of the original amount of its loans from its
PGE and BFR loans from BNP, Cr\u00e9dit Mutuel and CIC.
The Company does not have any other off-balance sheet commitments at the end of the fiscal year.
NOTE 13: FINANCIAL RISKS MANAGEMENT
The Group's main financial instruments are in cash. These instruments are managed for the purpose of funding the Company's
activities. The Group's policy is not to subscribe for financial instruments for speculative purposes. The Group does not use
any financial derivatives.
The main risks to which the Company is exposed are liquidity risk, foreign exchange risk and interest rate and credit risk.
The Company performed a specific review of its liquidity risk and considered that the cash available as of the reporting date,
together with future cash flows, will enable it to finance its clinical studies through December 31, 2026.
13.2. Foreign exchange risk
The Company's exposure to foreign exchange risk is solely due to trading relations with customers and suppliers outside the
euro area (currencies in USD, GBP).
At this stage of its development, the Company has not made any hedging arrangements to protect its business against foreign
exchange rate fluctuations. The Company cannot, however, discount the fact that a significant increase in its business would
increase its exposure to foreign exchange risk.
The Company then envisages implementing a suitable policy to hedge such risks.
Credit risk is from cash and deposits with banks and financial institutions, as well as exposures to client credit, particularly
outstanding receivables and agreed transactions.
Credit risk associated with cash and current financial instruments was immaterial considering the quality of the co-contracting
NOTE 15: EVENTS AFTER THE REPORTING PERIOD
In January 2026, OSE Immunotherapeutics acknowledged the announcement by its partner Veloxis Pharmaceuticals that the
U.S. Food and Drug Administration (FDA) had granted Orphan Drug Designation (ODD) to pegrizeprument (VEL-101) for the
prevention of organ rejection in patients undergoing liver transplantation.
The orphan designation provides regulatory incentives intended to support the development of therapies for rare diseases
and represents an important regulatory milestone for the VEL-101 program.
In March 2026, OSE Immunotherapeutics announced the confirmation of Marc Le Bozec as permanent Chief Executive Officer
following his appointment as Interim Chief Executive Officer in October 2025.
His confirmation reflects the Board of Directors' confidence in his leadership and in his ability to execute the Company's
2026\u20132028 strategic plan focused on advancing key clinical assets while maintaining disciplined capital allocation.
Development of the Clinical portfolio
In January 2026, OSE Immunotherapeutics announced the selection of two potential new clinical indications for lusvertikimab
(OSE-127): chronic pouchitis and hidradenitis suppurativa.
These indications were selected based on a strong IL-7 receptor (IL-7R)-driven biological rationale and are fully aligned with
the Company's 2026\u20132028 strategic plan to expand lusvertikimab into high-value immune-mediated diseases with significant
unmet medical need and commercial potential.
Further development of one or both indications remains subject to securing appropriate financing. The first Phase 2 clinical
trial in chronic pouchitis is expected to commence during the second half of 2026.
Boehringer Ingelheim decided to discontinue the development of BI 770371 in patients with MASH-related liver cirrhosis
following an exploratory Phase 2 clinical trial (NCT06675929) that failed to demonstrate sufficient efficacy to support further
development in this indication.
This decision does not affect the ongoing oncology development of BI 770371, which remains the primary focus of the
collaboration between OSE Immunotherapeutics and Boehringer Ingelheim. The oncology programs are based on a distinct
biological mechanism and continue to advance as planned, with several Phase 1 studies ongoing.
In February 2026, the Independent Data Monitoring Committee (IDMC) issued a second positive recommendation for the
ongoing Phase 3 ARTEMIA trial evaluating Tedopi\u00ae in patients with advanced non-small cell lung cancer (NSCLC).
Following its review of the available safety and efficacy data, the IDMC recommended that the study continue as planned
without any protocol modifications, further supporting the favorable benefit-risk profile observed to date.
On May 22, 2026, the Company announced positive topline results from the international academic Phase 2
TEDOVA/GINECO-OV244b/ENGOT-ov58 clinical trial, sponsored by ARCAGY-GINECO. This study evaluates Tedopi\u00ae
(OSE2101), either as a monotherapy or in combination with pembrolizumab, as maintenance treatment in patients with
platinum-sensitive recurrent ovarian cancer (PSOC). These results were presented in an oral session at the ASCO 2026 Annual
Development of the Preclinical portfolio
As part of its ongoing portfolio prioritization strategy and disciplined capital allocation framework, OSE Immunotherapeutics
decided to place the preclinical development of OSE-230 on hold.
This decision reflects the Company's strategic focus on advancing its most mature and highest-value clinical assets while
preserving financial flexibility.
As part of the continued optimization of its research portfolio, OSE Immunotherapeutics also decided to discontinue
exploratory research activities related to the CLEC-1 oncology program.
The decision is consistent with the Company's strategic objective of concentrating resources on programs with the highest
probability of near- and medium-term value creation.
PACEO Equity Financing Facility with Vester Finance
In April 2026, OSE Immunotherapeutics announced that all warrants issued under its PACEO financing facility with Vester
Finance had been exercised.
As a result, the Company raised a cumulative total of \u20ac15.5 million between April 2023 and April 2026 through the facility.
Following the exercise of the final warrants, the financing agreement reached its contractual term and was terminated.
The completion of the PACEO facility provided OSE Immunotherapeutics with non-dilutive operational flexibility during a
critical period of portfolio development while supporting the advancement of its clinical and preclinical programs.
On June 2, 2026, the Company entered into a bridge equity financing agreement with IRIS in the form of a share warrant
This financing represents the first step in a broader financing strategy intended to support the execution of OSE's three-year
Strategic Plan. In this context, the Company is actively engaging with institutional investors in Europe and the United States.