AgomAb Therapeutics NV ADR 2026年年度报告和过渡报告

Table of Contents Common shares, no nominal par value per share: 34,167,168 were outstanding as of December 31, 2025 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or anemerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one): ☐Large accelerated filer☐Accelerated filer☒Non-accelerated filer☒Emerging growthcompany If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to section 13(a) of the Exchange Act. †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this ☐U.S. GAAP ☒International Financial Reporting Standards asissued by the International Accounting StandardsBoard☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No Table of Contents TABLE OF CONTENTS Introduction4Cautionary Language Regarding Forward-looking Statements5Summary of the Material and Other Risks Associated with Our Business7Part I9Item 1: Identity of Directors, Senior Management and Advisers9Item 2: Offer Statistics and Expected Timetable9Item 3: Key Information9A. [Reserved]9B. Capitalization and Indebtedness9C. Reasons for the Offer and Use of Proceeds9D. Risk Factors9Item 4: Information on the Company77A. History and Development of the Company77B. Business Overview78C. Organizational Structure158D. Property, Plants and Equipment158Item 4A: Unresolved Staff Comments158Item 5: Operating and Financial Review and Prospects158A. Operating Results159B. Liquidity and Capital Resources165C. Research and Development166D. Trend Information166E. Critical Accounting Estimates167Item 6: Directors, Senior Management and Employees167A. Directors and Senior Management167B. Compensation170C. Board Practices171D. Employees173 Table of Contents E. Share OwnershipF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationItem 7: Major Shareholders and Related Party TransactionsA. Major ShareholdersB. Related Party TransactionsC. Interests of Experts and CounselItem 8: Financial InformationA. Consolidated Statements and Other Financial InformationB. Significant ChangesItem 9: The Offer