Pharvaris NV美股招股说明书(2025-07-24版)

We are offering8,250,000 of our ordinary shares, par value €0.12 per ordinary share (“ordinary shares”) and, to one investor,pre-fundedwarrantsto purchase up to 500,000ordinary shares. The purchase price of eachpre-fundedwarrant will equal the price per share at which ordinary shares arebeing sold to the public in this offering, minus $0.01, which is the exercise price of eachpre-fundedwarrant. This prospectus supplement also relates tothe offering of the ordinary shares issuable upon exercise of suchpre-fundedwarrants. Our ordinary shares are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “PHVS.” On July22, 2025, the last sale price ofour ordinary shares as reported on Nasdaq was $23.12 per ordinary share. We do not intend to list thepre-fundedwarrants on Nasdaq, any other nationalsecurities exchange or any other nationally recognized trading system.We are a “foreign private issuer” as defined under the Securities and Exchange Commission (“SEC”) rules and, as such, we have elected to Summary—Implications of Being a Foreign Private Issuer” below.Investing in our ordinary shares andpre-fundedwarrants involves a high degree of risk. You should reviewcarefully the risks and uncertainties described under the header “Risk Factors” contained in this prospectus reference into this prospectus supplement and the accompanying prospectus.You should read the entire prospectus supplement and the accompanying prospectus, including any information incorporated byreference herein or therein, carefully before you make your investment decision. ShareWarrantOffering price$20.00$19.99$174,995,000Underwriting discounts and commissions(1)$1.20$1.20$ offering price, less the underwriting discounts and commissions.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The ordinary shares andpre-fundedwarrants will be ready for delivery on or about July 24, 2025. The date of this prospectus supplement is July 22, 2025 PRESENTATION OF FINANCIAL INFORMATIONTRADEMARKSABOUT THIS PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT SUMMARYTHE OFFERING WHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS supplement and the accompanying prospectus together with all of the information incorporated by reference herein, as well as the additional informationdescribed under the headings “Where You Can Find More Information” and “Incorporation by Reference.” These documents contain importantinformation that you should consider when making your investment decision. S-ii and any related free writing prospectus filed by us with the SEC. We have not, and the underwriters have not, authorized anyone to provide you withdifferent information. We take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitationis unlawful. You should assume that the information appearing in this prospectus supplement, the documents incorporated by reference and any relatedfree writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may havechanged materially since those dates.Unless otherwise indicated or the context otherwise requires, all references in this prospectus supplement to “Pharvaris N.V.,” “Pharvaris,” the“Company,” “we,” “our,” “ours,” “us” or similar terms refer to Pharvaris N.V. statements constitute forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, or the Securities Act,and Section21E of the Exchange Act. Many of the forward-looking statements contained in this prospectus supplement can be identified by the use offorward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Readersare cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number ofrisks and uncertainties. The following represent some, but not necessarily all, of the factors that could cause actual results to differ from historical results or thoseanticipated or predicted by our forward-looking statements:•uncertainty in the outcome of our interactions with regulatory authorities, including the U.S. Food and Drug Administration or FDA, withrespect to clinical trials in the U.S. and our ability to resolve any issues to the satisfaction of the FDA or any regulatory agency in a timel