uniQure NV美股招股说明书(2025-01-07版)

TABLE OF CONTENTSThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer tobuy these securities in any jurisdiction where the offer or sale thereof is not permitted. Preliminary prospectus supplement(To prospectus dated January 7, 2025) Ordinary SharesPre-funded warrants to purchase ordinary shares We are offeringof our ordinary shares and, in lieu of ordinary shares tocertain investors, pre-funded warrants to purchase ordinary shares pursuant to thisprospectus supplement and the accompanying prospectus. The purchase price of each pre-funded warrant will equal the price per ordinary share at which our ordinary shares arebeing sold to the public in this offering, minus $0.0001, which is the exercise price ofeach pre-funded warrant. This prospectus supplement also relates to the offering of ourordinary shares issuable upon exercise of the pre-funded warrants. Our ordinary shares are listed on The Nasdaq Global Select Market, or Nasdaq, underthe symbol “QURE.” On January 6, 2025, the last reported sale price of our ordinaryshares on Nasdaq was $18.08 per ordinary share. We do not intend to list the pre-fundedwarrants on Nasdaq, any other national securities exchange or any other nationallyrecognized trading system. Investing in our ordinary shares or pre-funded warrants involves significant risks. See“Risk Factors” beginning on page S-7 of this prospectus supplement as well as the documentsincorporated by reference into this prospectus supplement and the accompanying prospectusfor a discussion of the factors you should consider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commissionhas approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense.Per See “Underwriting” beginning on page S-29 of this prospectus supplement foradditional information regarding total underwriting compensation. Delivery of our ordinary shares and pre-funded warrants is expected to be made on orabout January, 2025. We have granted the underwriters an option for a period of30 days to purchase up to an additional $of our ordinary shares at the publicoffering price less the underwriting discounts and commissions. Bookrunning Manager Leerink Partners The date of this prospectus supplement is January, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-12USE OF PROCEEDSS-14DIVIDEND POLICYS-14DILUTIONS-15DESCRIPTION OF PRE-FUNDED WARRANTSS-17MATERIAL DUTCH AND U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19UNDERWRITINGS-29LEGAL MATTERSS-34EXPERTSS-35WHERE YOU CAN FIND MORE INFORMATIONS-36INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-37 PROSPECTUS PageABOUT THIS PROSPECTUS1THE COMPANY2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF ORDINARY SHARES AND ARTICLES OF ASSOCIATION7DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS19DESCRIPTION OF RIGHTS20DESCRIPTION OF UNITS21CONVERTIBLE OR EXCHANGEABLE SECURITIES22FORM, EXCHANGE AND TRANSFER23BOOK-ENTRY PROCEDURES AND SETTLEMENT24PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS30WHERE YOU CAN FIND MORE INFORMATION31INCORPORATION OF CERTAIN INFORMATION BY REFERENCE32 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of ourordinary shares and pre-funded warrants to acquire our ordinary shares. Before buying any ofthe ordinary shares or pre-funded warrants that we are offering, we urge you to carefully readthis prospectus supplement and the accompanying prospectus, together with the informationincorporated by reference as described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” in this prospectussupplement. These documents contain important information that you should consider whenmaking your investment decision. This document is in two parts. The first part is this prospectus supplement, whichdescribes the terms of this offering of our ordinary shares and pre-funded warrants, and alsoadds to, updates and changes the information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which providesmore general information, some of which may not apply to this offering and some of whichmay have been supplemented or superseded by information in this prospectus supplement ordocuments incorporated or deemed to be incorporated by r