uniQure NV美股招股说明书(2025-07-29版)

Ordinary Shares We have entered into a sales agreement, or the Sales Agreement, with Leerink Partners LLC, or LeerinkPartners, dated July29, 2025, relating to the sale of our ordinary shares, nominal value €0.05 per share,offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, under thisprospectus supplement we may offer our ordinary shares having an aggregate offering price of up to$200,000,000 from time to time through Leerink Partners, acting as our agent. Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying baseprospectus will be made in sales deemed to be “at the market offerings” as defined in Rule415 promulgatedunder the Securities Act of 1933, as amended, or the Securities Act. Leerink Partners is not required to sellany specific amount of securities, but will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between Leerink Partnersand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Leerink Partners for sales of ordinary shares sold on our behalf pursuant to theSales Agreement will be an amount up to 3.0% of the gross proceeds from the sales of ordinary shares soldunder the Sales Agreement. See “Plan of Distribution” beginning on pageS-22for additional informationregarding the compensation to be paid to Leerink Partners. In connection with the sale of our ordinaryshares on our behalf, Leerink Partners will be deemed to be an “underwriter” within the meaning of theSecurities Act, and the compensation paid to Leerink Partners will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to LeerinkPartners with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Actof 1934, as amended, or the Exchange Act. Our ordinary shares are listed on The Nasdaq Global Select Market under the symbol “QURE.” On July25, 2025, the last reported sale price of our ordinary shares on The Nasdaq Global Select Market was $15.11per share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” on pageS-5of thisprospectus supplement and the risk factors contained or incorporated by reference in this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Leerink Partners The date of this prospectus supplement is July 29, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-10DIVIDEND POLICYS-11DILUTIONS-12MATERIAL DUTCH AND U.S. FEDERAL INCOME TAX CONSIDERATIONSS-13PLAN OF DISTRIBUTIONS-22LEGAL MATTERSS-24EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-26INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-27 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 our ordinaryshares. Before buying any of the ordinary shares that we are offering, we urge you to carefully read thisprospectus supplement and the accompanying prospectus, together with the information incorporated byreference herein and therein, including as described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” in this prospectus supplement. Thesedocuments contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering of our ordinary shares and also adds to, updates and changes the information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering and some of which may have beensupplemented or superseded by information in