uniQure NV美股招股说明书(2025-01-08版)

4,411,764 Ordinary Shares We are offering 4,411,764 ordinary shares pursuant to this prospectus supplement and theaccompanying prospectus. Our ordinary shares are listed on The Nasdaq Global Select Market, or Nasdaq, under thesymbol “QURE.” On January 7, 2025, the last reported sale price of our ordinary shares onNasdaq was $17.64 per ordinary share. Investing in our ordinary shares involves significant risks. See “Risk Factors” beginning onpage S-6 of this prospectus supplement as well as the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus for a discussion of the factors youshould consider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense.Per ordinary See “Underwriting” beginning on page S-23 of this prospectus supplement for additionalinformation regarding total underwriting compensation. Delivery of our ordinary shares is expected to be made on or about January 10, 2025. Wehave granted the underwriters an option for a period of 30 days to purchase up to an additional661,764 ordinary shares at the public offering price less the underwriting discounts andcommissions. Bookrunning Managers Leerink PartnersStifel Guggenheim Securities H.C. Wainwright & Co. The date of this prospectus supplement is January 7, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-12DIVIDEND POLICYS-12DILUTIONS-13MATERIAL DUTCH AND U.S. FEDERAL INCOME TAX CONSIDERATIONSS-14UNDERWRITINGS-23LEGAL MATTERSS-28EXPERTSS-29WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-31PROSPECTUSPage ABOUT 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. Before buying any of the ordinary shares that we are offering, we urge you tocarefully read this prospectus supplement and the accompanying prospectus, together with theinformation incorporated by reference as described under the headings “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference” in thisprospectus supplement. These documents contain important information that you shouldconsider when making 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 also adds to, updates andchanges the information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus.The second part is the accompanying prospectus, which provides more general information,some of which may not apply to this offering and some of which may have been supplementedor superseded by information in this prospectus supplement or documents incorporated ordeemed to be incorporated by reference into this prospectus supplement that we filed with theSecurities and Exchange Commission, or SEC, subsequent to the date of the prospectus. Tothe extent the information contained in this prospectus supplement differs from or conflictswith the information contained in the accompanying prospectus or any document incorporatedby reference herein or therein, the information in this prospectus supplement will control. Ifany statement in one of these documents is inconsistent with a statement in another documenthaving a later date — for example, a document incorporated by reference into theaccompanying prospectus — the statement in the document having the later date modifies orsupersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a registrationstatement that we filed with the SEC, utilizing a “shelf” registration process as a “well-knownseasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or theSecurities Act. Under this shelf registration process, we may offer from time to time varioussecurities, of which this offering of our ordinary shares is a part. Such registration statementalso incl