ProQR Therapeutics NV美股招股说明书(2026-06-26版)

We are offering 27,624,310 ordinary shares, with a nominal value of €0.04 per share. Concurrently with this offering, we have entered into a share purchase agreement with Eli Lilly and Company (“Lilly”),one of our existing shareholders and a strategic partner, in a separately negotiated transaction pursuant to which we agreed tooffer and sell, and Lilly agreed to purchase, 5,100,780 ordinary shares, to permit Lilly to maintain its pro rata beneficialownership, at a price per share equal to the public offering price, subject to the consummation of this offering and thesatisfaction of other customary closing conditions. The sale of our ordinary shares to Lilly in the concurrent private placementwill not be registered as part of this offering, though it will be consummated simultaneously with, and subject to, the closing ofthis offering. The closing of this offering is not contingent upon the closing of the concurrent private placement. The ordinaryshares purchased in the concurrent private placement will not be subject to any underwriting discounts or commissions. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “PRQR.” ProQR Therapeutics N.V. is apublic company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands. On June24,2026, the last reported sale price of our ordinary shares on the Nasdaq Capital Market was $1.81 per share. Investing in our ordinary shares involves a high degree of risk. See the section titled “Risk Factors”beginning on pageS-10of this prospectus supplement and page11of the accompanying prospectus and in thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectusbefore investing in our securities. See the section titled “Underwriting” for a description of the compensation payable to the underwriters. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesesecurities or determined if this prospectus supplement or the accompanying prospectus is accurate or complete. Any representationto the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares to purchasers on or about June26, 2026. Oppenheimer & Co. BofA Securities The date of this prospectus supplement is June25, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1PROSPECTUS SUPPLEMENT SUMMARYS-4THE OFFERINGS-8RISK FACTORSS-10USE OF PROCEEDSS-15DIVIDEND POLICYS-16CAPITALIZATIONS-17DILUTIONS-18TAXATIONS-20UNDERWRITINGS-31EXPENSES RELATED TO THE OFFERINGS-40LEGAL MATTERSS-41EXPERTSS-41SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIESS-41WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-42INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-43PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1ABOUT THIS PROSPECTUS2WHERE YOU CAN FIND ADDITIONAL INFORMATION8DOCUMENTS INCORPORATED BY REFERENCE9RISK FACTORS11USE OF PROCEEDS12DIVIDEND POLICY13DESCRIPTION OF SHARE CAPITAL14DESCRIPTION OF SECURITIES WE MAY OFFER36FORM, EXCHANGE AND TRANSFER38BOOK-ENTRY PROCEDURES AND SETTLEMENT39PLAN OF DISTRIBUTION41LEGAL MATTERS44EXPERTS44SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES45EXPENSES46We have not and the underwriters have not authorized anyone to provide you with any information other than the information contained in this prospectus supplement and the accompanying prospectus,including the documents incorporated by reference herein and therein, and any free writing prospectus we haveauthorized for use in connection with this offering. We take no responsibility for, and can provide no assurancesas to the reliability of, any information that is in addition to or different from that contained or incorporated byreference in this prospectus supplement and the accompanying prospectus. You should not assume that theinformation contained in this prospectus supplement and the accompanying prospectus, or in any free writingprospectus that we have authorized for use in connection with this offering, is accurate as of any date other thanthe date of those respective documents, or that information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Ourbusiness, financial condition, liquidity, results of operations and prospects may have changed since those dates.We are not, and the underwriters are not, making offers to sell these securities in any jurisdiction in which anoffer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is notqualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should readthis prospectus supplement, the accompanying prospectus, including any information incorporated byreference, and any free writing prospectus that we have authorized for use in connectio