38757504 2024-12-31 38757504 2023-12-31 38757504 2024-01-01 fsa:ContributedCapitalMember 38757504 2024-01-01 fsa:RetainedEarningsMember 38757504 2024-12-31 fsa:ContributedCapitalMember 38757504 2024-12-31 fsa:RetainedEarningsMember 38757504 2024-01-01 2024-12-31 38757504 2024-01-01 2024-12-31 1 38757504 2024-01-01 2024-12-31 memberOfBoardIdentifier_executive_board_1 38757504 2024-01-01 2024-12-31 2 38757504 2023-01-01 2023-12-31 38757504 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 38757504 2024-01-01 2024-12-31 fsa:RetainedEarningsMember iso4217:DKK Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2024-01-01 2023-01-01 2024-12-31 2023-12-31 38757504 Forward Pharma Operations ApS (Under frivillig likvidation) Strandvejen 125 2900 Hellerup København 2017-06-30 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2025-05-13 Thomas Weisbjerg Regnskabsklasse B Revisionspåtegning The Liquidator has today considered and adopted the Annual Report of Forward Pharma Operations ApS (Under frivillig likvidation) for the financial year 1 January - 31 December 2024. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the financial position at 31 December 2024 of the Company and of the results of the Company operations for 2024. In my opinion, Management's Review includes a true and fair account of the matters addressed in the Review. I recommend that the Annual Report be adopted at the Annual General Meeting. 2025-04-25 Hellerup Jacob Mosegaard Larsen Liquidator To the shareholder of Forward Pharma Operations ApS (Under frivillig likvidation) Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2024 and of the results of the Company´s operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of Forward Pharma Operations ApS (Under frivillig likvidation) for the financial year 1 January - 31 December 2024, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. The Liquidator is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as the Liquidator determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, the Liquidator is responsible for assessing the Company´s ability to continue as a going concern taking into account the liquidation in progress, disclosing, as applicable, matters related to going concern and using appropriate accounting policies taking into account the liquidation in progress. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company´s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Liquidator. Conclude on the appropriateness of the Liquidator’s use of the significant accounting policies in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company´s ability to continue as a going concern taking into account the liquidation in progress. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. The Liquidator is responsible for Management’s Review. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Hellerup 2025-04-25 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Bo Schou-Jacobsen State Authorised Public Accountant mne28703 Christian Bo Gjelstrup Pedersen State Authorised Public Accountant mne50612 Key activities Forward Pharma Operations ApS (referred to herein as "Operations" or "the Company") is a limited liability company incorporated and domiciled in Denmark. Operations’ registered office is located in Hellerup, Denmark. Operations is a wholly owned subsidiary of Forward Pharma A/S (“the Parent Company”). Operations’ wholly owned subsidiary Forward Pharma GmbH (“FP GmbH”) is under voluntary liquidation. Similar, the Company is under voluntary liquidation. Mutual Agreement Procedure The Danish and German tax authorities conducted a joint income tax audit of the Forward Pharma group’s Danish and German income tax returns for multiple years, up to and including the year ended December 31, 2017. The audit primarily focused on a specific intercompany transaction that took place in 2017 between the Parent Company and FP GmbH, to assess whether it was conducted at fair value in accordance with generally accepted arm’s length principles applicable to cross-border taxation. However, the Danish and German tax authorities were unable to reach an agreement on this matter and, as a result, the joint audit was terminated in the second quarter of 2021. Following termination of the joint audit, the Danish tax authorities discontinued the audit of the Parent Company in Denmark, while the German tax authorities continued the audit of FP GmbH in Germany. In the third quarter of 2022 the German tax authorities issued amended tax assessments of FP GmbH, which were appealed by FP GmbH. In addition, in the third quarter of 2023, the Parent Company and FP GmbH initiated a Mutual Agreement Procedure (“MAP”) with the purpose of forcing the Danish and German tax authorities to reach an agreement that would eliminate double taxation. In July 2024, an Insolvency Plan came into effect in agreement with the German Tax Authorities. The Insolvency Plan effectively set out a structure under which the outcome of the MAP could be implemented, allowing for payment of an agreed amount of German taxes. In addition to this, on 31 December 2024, FP GmbH formally left insolvency proceedings and has resumed its path to solvent liquidation.In the third quarter of 2024 the MAP concluded, and the Parent Company and FP GmbH received notice from the Danish and German tax authorities that the double taxation issue had been resolved. As a result of the agreement between the Danish and German tax authorities, an additional amount will be taxed in Germany, with a corresponding reduction in Danish taxable income. With the tax dispute resolved, FP GmbH formally left insolvency proceedings in December 2024, and a proper liquidation of the Parent Company and its subsidiaries can be pursued. Liquidation In February 2025, after the conclusion of the MAP in October 2024, the Parent Company received a refund of overpaid taxes from Denmark. Part of this refund was transferred to FP GmbH to cover, among others, the additional taxes in Germany payable by FP GmbH.Also in February 2025, the management board of the Company decided to discontinue operations and liquidate the Company. The decision was confirmed by the Company’s shareholder, the Parent Company, at an extraordinary general meeting on 26 February 2025 and the liquidation process initiated. A public proclamation has been issued in the Danish Business Authority's Central Business Register, encouraging the Company's creditors to submit their claims to the liquidator. Claims must be submitted no later than three months from 27 February 2025. At present, no creditors have submitted claims against the Company. The Company is expected to be finally liquidated in the second half of 2025. Development in the year The income statement of the Company for 2024 shows a loss of DKK 68,343,758, and at 31 December 2024 the balance sheet of the Company shows a positive equity of DKK 280,041,147. Subsequent events Subsequent to 31 December 2024, there were no events that are required to be reported except for the above mentioned. 99127 546952 2352717 2888555 -2253590 -2341603 -69258767 -37308 3431897 3861453 239868 439335 -68320328 1043207 23430 0 -68343758 1043207 -68343758 1043207 0 0 0 0 0 0 344381324 277565437 207559 169918 0 29544 344588883 277764899 4857827 24348842 349446710 302113741 349446710 302113741 50000 50000 279991147 279076138 280041147 279126138 123366 552803 69258767 22434800 23430 0 69405563 22987603 69405563 22987603 349446710 302113741 50000 279076138 0 69258767 0 -68343758 50000 279991147 (Income from investments in subsidiaries) Impairment related to commitment to Insolvency Plan in Forward Pharma GmbH -69258767 0 Total -69258767 0 2771791 2567812 499447 1105974 160659 187667 3431897 3861453 237138 436425 2730 2910 239868 439335 23430 0 23430 0 **Contingent liabilities**The Company is part of a Danish joint tax group. Under Danish tax rules, the Company is jointly and severally liable, with other members of the Danish tax group, for the tax obligations of the Danish tax group. Any adjustments to the Danish tax group's taxable income could increase the Company's liability. The Annual Report of Forward Pharma Operations ApS (Under frivillig likvidation) for 2024 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C, with the necessary adjustments due to the Company having entered into voluntary liquidation.Thus, assets and liabilities have been included at their expected realisation values. Comparative figures for previous years have not been adjusted. The Financial Statements for 2024 are presented in DKK. true With reference to section 110 of the Danish Financial Statements Act, no consolidated financial statements are prepared. 1 Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below under the caption "Balance Sheet." Transactions are measured in DKK Transactions in foreign currencies are initially recorded by the Company using the spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated to DKK based on currency spot rates at each reporting date. Differences arising on settlement or translation of monetary items denominated in foreign currency are recognized in the income statement. The Company does not hedge foreign exchange transactions Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the rates at the time when the receivable or the debt arose are recognised in financial income and expenses in the income statement. Revenue is comprised of a Management fee charged to other group entities. Management fee is recognized along with provision of the related services. Other external expenses comprise expenses for office and administration expenses, etc. The item "Income from investments in subsidiaries" includes impairment of investments in subsidiaries and reversal of impairment loss. Financial income and expenses comprise interest, financial expenses in respect of finance leases, realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgage loans as well as extra payments and repayment under the on-account taxation scheme. Tax for the year consists of current tax for the year, changes in deferred tax for the year and adjustment of tax regarding previous years. The tax attributable to the result for the year is recognised in the income statement. The Company is part of a Danish joint taxation group with the Parent Company and NB FP Investment General Partner ApS. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable income Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation or “uncertainty”. An income tax position taken in a tax filing is reflected in determination of income taxes if it considered probable that the position can be sustained. Investments in subsidiaries are measured at cost. Where cost exceeds the recoverable amount, write-down is made to this lower value. Receivables are measured in the balance sheet at net realisable value, which corresponds to nominal value less provisions for bad debts. Prepayments comprise prepaid expenses concerning subscriptions. Deferred tax is provided based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, unused tax credits and unused tax losses can be utilized. Deferred tax assets and deferred tax liabilities of the same tax jurisdiction are offset if a legally enforceable right exists to set off The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognized outside the profit or loss are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets and liabilities are offset within the same legal tax entity. Current tax liabilities and receivables are recognized in the balance sheet as the expected taxable income for the year adjusted for tax on taxable incomes for prior years and tax paid on account. Debts are measured at amortised cost, substantially corresponding to nominal value.