uniQure NV美股招股说明书(2025-07-29版)

Up to $200,000,000 Ordinary Shares We have entered into a sales agreement, or the Sales Agreement, with Leerink PartnersLLC, or Leerink Partners, dated July 29, 2025, relating to the sale of our ordinary shares,nominal value €0.05 per share, offered by this prospectus supplement. In accordance with theterms of the Sales Agreement, under this prospectus supplement we may offer our ordinaryshares having an aggregate offering price of up to $200,000,000 from time to time throughLeerink Partners, acting as our agent. Sales of our ordinary shares, if any, under this prospectus supplement and theaccompanying base prospectus will be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act. Leerink Partners is not required to sell any specific amount of securities, butwill act as our sales agent using commercially reasonable efforts consistent with its normaltrading and sales practices, on mutually agreed terms between Leerink Partners and us. Thereis 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 behalfpursuant to the Sales Agreement will be an amount up to 3.0% of the gross proceeds from thesales of ordinary shares sold under the Sales Agreement. See “Plan of Distribution” beginningon page S-22 for additional information regarding the compensation to be paid to LeerinkPartners. In connection with the sale of our ordinary shares on our behalf, Leerink Partnerswill be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation paid to Leerink Partners will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to LeerinkPartners with respect to certain liabilities, including liabilities under the Securities Act or theExchange Act of 1934, as amended, or the Exchange Act. Our ordinary shares are listed on The Nasdaq Global Select Market under the symbol“QURE.” On July 25, 2025, the last reported sale price of our ordinary shares on The NasdaqGlobal Select Market was $15.11 per share. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” on pageS-5 of this prospectus supplement and the risk factors contained or incorporated by reference inthis prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Leerink Partners The date of this prospectus supplement is July 29, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageABOUT 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-27PROSPECTUSPageABOUT THIS PROSPECTUS1THE COMPANY2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6 DESCRIPTION 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 herein and therein, including as described under theheadings “Where You Can Find More Information” and “Incorporation of Certain Informationby Reference” in this prospectus supplement. These documents contain important informationthat you should consider 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