45253295 2024-12-05 2025-12-31 1 45253295 2024-12-05 2025-12-31 45253295 2024-12-05 2025-12-31 2 45253295 2024-12-05 2025-12-31 1 45253295 2024-12-05 2025-12-31 1 45253295 2024-12-05 2025-12-31 2 45253295 2025-12-31 45253295 2024-12-05 2025-12-31 d:ContributedCapitalMember 45253295 2024-12-05 2025-12-31 d:SharePremiumMember 45253295 2024-12-05 2025-12-31 d:RetainedEarningsMember 45253295 2025-12-31 d:ContributedCapitalMember 45253295 2025-12-31 d:SharePremiumMember 45253295 2025-12-31 d:RetainedEarningsMember 45253295 2024-12-05 d:AcquiredIntangibleAssetsMember 45253295 2024-12-05 2025-12-31 d:AcquiredIntangibleAssetsMember 45253295 2025-12-31 d:AcquiredIntangibleAssetsMember 45253295 2024-12-05 2025-12-31 d:FixturesFittingsToolsAndEquipmentMember 45253295 2025-12-31 d:FixturesFittingsToolsAndEquipmentMember 45253295 2024-12-05 2025-12-31 d:InvestmentsInGroupEnterprisesMember 45253295 2024-12-05 2025-12-31 d:DepositsLongtermInvestmentsAndReceivablesMember 45253295 2025-12-31 d:InvestmentsInGroupEnterprisesMember 45253295 2025-12-31 d:DepositsLongtermInvestmentsAndReceivablesMember 45253295 2025-12-31 d:ReceivablesFromOwnersAndManagementMember iso4217:DKK xbrli:pure (venstre underskriver) (venstre underskriver) (venstre underskriver) (venstre underskriver) (venstre underskriver) Årsrapport 30700228 EY Godkendt Revisionspartnerselskab Dirch Passers Allé 36 Postboks 250, 2000 Frederiksberg 2024-12-05 2025-12-31 45253295 RheumaLogics ApS Fruebjergvej 3 2100 København Ø 2024-12-05 Copenhagen (venstre underskriver) EY Godkendt Revisionspartnerselskab EY Godkendt Revisionspartnerselskab 30700228 30700228 Dirch Passers Allé 36 Dirch Passers Allé 36 2000 Frederiksberg 2000 Frederiksberg Danmark Danmark +45 73 23 30 00 +45 73 23 30 00 2026-05-28 Jørgen Søberg Petersen Regnskabsklasse B Revisionspåtegning Grundlag for konklusion Konklusion true true 2026-05-13 2026-05-13 CaseWare Working Papers Today, the Board of Directors and the Executive Board have discussed and approved the annual report of RheumaLogics ApS for the financial year as of the establishment of the Company 5 December 2024 - 31 December 2025. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company's operations for the financial year as of the establishment of the Company 5 December 2024 - 31 December 2025. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. Copenhagen Jørgen Søberg Petersen Jørgen Søberg Petersen Chairman Reinaldo Miguel Diaz To the shareholders of RheumaLogics ApS We have audited the financial statements of RheumaLogics ApS for the financial year as of the establishment of the Company 5 December 2024 - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company's operations for the financial year as of the establishment of the company 5 December 2024 - 31 December 2025 in accordance with the Danish Financial Statements Act. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.IndependenceWe 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. Management 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 Management 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, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance as to 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 the 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 Management.Conclude on the appropriateness of Management's use of the going concern basis of accounting 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. 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 note 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. Management is responsible for the Management's review.Our opinion on the financial statements does not cover the 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 the Management's review and, in doing so, consider whether the 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 the Management's review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review. Copenhagen Christian Schwenn Johansen Anders Roe Eriksen State Authorised Public Accountant mne33234 State Authorised Public Accountant mne46667 The Company’s principal activities are focused on the research and development of innovative therapies for rheumatological diseases. The income statement for 2024/25 shows a loss of DKK 39,672,013, and the balance sheet at 31 December 2025 shows equity of DKK 22,357,721. During 2025 good progress has been made on the lead program. A clinical drug candidate has been identified, and the company has completed early development activities to qualify the lead candidate molecule for further development. Additional activities are ongoing in preparation for the start of IND-enabling studies as soon as a larger financing has been closed.Incorporation and capital increasesThe Company has been incorporated 5 December 2024 through a capital injection of DKK 37,288 thousand, and a contribution in kind of DKK 27,300 thousand.As part of the incorporation of the Danish Company, shares in the US entity Entelion Therapeutics, LLC, 240 Bluff View Drive, Guilford CT 06437, USA, was injected as part of the contribution in kind in other means than cash.The value of the contribution in kind at 5 December 2024 was determined to be DKK 27,300 thousand. As of this date, Entelion Therapeutics, LLC has had no operating activities and held no assets in their balance sheet.Total gross proceeds from the incorporation of the Company amounts to DKK 64,588 thousand. Transactions costs associated with the incorporation amounts to DKK 2,558 thousand, which has been off-set in the retained earnings on equity.US subsidairyDuring the financial period, Management took measures to liquidate the 100% owned subsidiary, Entelion Therapeutics, LLC, and transferred the license agreement with Yale University to the Danish Company. As a consequence hereof, the value of investments in subsidiaries has been transferred to intangible assets in the financial statements. Further reference is made to note 7 and 9 in the financial statements.Convertible loan12 September 2025, the Company obtained additional funding to advance its programs and prepare for further research of the lead asset by closing of a convertible loan note in the amount of DKK 37,250 thousand (EUR 5 million).Reference is made to note 11 in the financial statements.Going concernThe financial statements have been prepared on a going concern basis. The Company is currently operating at a loss and is financed through cash capital increases and loan financing. Given the Company’s net current assets and planned operations for 2026, it is managements assessment that the Company is able to continue its activities as planned at least through 31 December 2026. No events materially affecting the Company's financial position have occurred subsequent to the financial year-end. 44590096 -44590096 999290 568750 -46158136 484826 6068406 -51741716 -12069703 -39672013 -39672013 26731250 26731250 229272 229272 0 277990 277990 27238512 345709 11723994 530390 12600093 31397721 43997814 71236326 231579 0 22126142 22357721 32360632 32360632 10786877 5730601 495 16517973 48878605 71236326 231579 64356594 0 0 0 2558439 -39672013 -64356594 64356594 231579 0 22126142 The Company has been incorporated 5 December 2024 through a capital injection of DKK 37,288 thousand, and a contribution in kind of DKK 27,300 thousand.Total gross proceeds from the incorporation of the Company amounts to DKK 64,588 thousand. Transactions costs associated with the incorporation amounts to DKK 2,558 thousand, which has been off-set in the retained earnings on equity. The annual report of RheumaLogics ApS for 2024-25 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions applying to reporting class C entities. The Company has been incorporated 5 December 2024 and hence the financial statements for 2024-2025 covers the period 5 December 2024 - 31 December 2025 and is without comparatives. Reporting currencyThe financial statements are presented in Danish kroner (DKK). Other external expenses include the year's expenses relating to the Company's core activities, including expenses relating to administration, premises, payments under operating leases, etc. The item includes research and development costs that do not qualify for capitalisation as well as amortisation of capitalised development costs. Staff costs comprise wages and salaries, including holiday allowance and pensions, and other social security costs, etc., for the Company's employees. The item comprises amortisation of intangible assets.The basis of amortisation, which is calculated as cost less any residual value, is amortised on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows:Acquired intangible assets 10 years Depreciation is based on the residual value of the asset and is reduced by impairment losses, if any. The depreciation period and the residual value are determined at the acquisition date and are reassessed annually. Where the residual value exceeds the carrying amount of the asset, no further depreciation charges are recognised.In the case of changes in the depreciation period or the residual value, the effect on the depreciation charges is recognised prospectively as a change in accounting estimates.The basis of depreciation, which is calculated as cost less any residual value, is depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows:Fixtures and fittings, other plant and equipment 3-5 years Financial income and expenses are recognsied in the income statement at the amounts that relate to the financial reporting period. The items comprise interest income and expenses, realised and unrealised capital gains and losses, exchange gains and losses, amortisation of financial assets and liabilities and fair value adjustment of convertible loan options. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity.The Company and its Danish group entities are jointly taxed. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption).Jointly taxed entities entitled to a tax refund are reimbursed by the management company based on the rates applicable to interest allowances, and jointly taxed entities which have paid too little tax pay a surcharge according to the rates applicable to interest surcharges to the management company. Other intangible assets include development projects and other acquired intangible rights, including software licences, distribution rights and externally purchased development projects.Other intangible assets are measured at cost less accumulated amortisation and impairment losses. Property, plant and equipmentItems of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use.Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. The Company has chosen IAS 17 as interpretation for classification and recognition of leases. Deposits, investmentsDeposits comprise of deposit on rent agreements. Deposits comprise of deposit on rent agreements. Investments in group entities and associates are measured at cost. Dividends received that exceed the accumulated earnings in the group entity or the associate during the period of ownership are treated as a reduction in the cost of acquisition. The carrying amount of intangible assets and property, plant and equipment is assessed for impairment on an annual basis. Impairment tests are conducted on assets or groups of assets when there is evidence of impairment. The carrying amount of impaired assets is reduced to the higher of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of the net selling price of an asset and its value in use. The value in use is calculated as the present value of the expected net cash flows from the use of the asset or the group of assets and the expected net cash flows from the disposal of the asset or the group of assets after the end of the useful life.Previously recognised impairment losses are reversed when the reason for recognition no longer exists. The Company has chosen IAS 39 as interpretation for impairment write-down of financial receivables.Receivables are measured at amortised cost.An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis.Receivables in respect of which there is no objective evidence of individual impairment are tested for objective evidence of impairment on a portfolio basis. The portfolios are primarily based on the debtors' domicile and credit ratings in line with the Company's risk management policy. The objective evidence applied to portfolios is determined based on historical loss experience.Impairment losses are calculated as the difference between the carrying amount of the receivables and the present value of the expected cash flows, including the realisable value of any collateral received. The effective interest rate for the individual receivable or portfolio is used as discount rate. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash and cash equivalents comprise bank deposits. Transaction costs related to capital increases are recognized directly in equity through retained earnings. Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account.Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively.Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. The Company has chosen IAS 39 as interpretation for liabilities.Financial liabilities are recognised at the date of borrowing at the net proceeds received less transaction costs paid. On subsequent recognition, financial liabilities are measured at amortised cost, corresponding to the capitalised value, using the effective interest rate. Accordingly, the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan. Financial liabilities also include the capitalised residual lease liability in respect of finance leases.Other liabilities are measured at net realisable value. Convertible loansConvertible loans are bifurcated into a liability element and an equity element based on the relevant instrument of debt. On initial recognition, the liability is recognised at the fair value of a similar liability without a conversion right. The remaining amount of the convertible loan is recognised as equity. On subsequent recognition, the liability is measured at amortised cost until converted or repaid. The equity element is not re measured after initial recognition. No events materially affecting the Company's financial position have occurred subsequent to thefinancial year-end. 997818 1472 999290 1 4423132 1474377 170897 -345709 11723994 The Company has a negative taxable income. The refund in joint taxation is the estimated and expected joint taxation contribution from Novo Holdings A/S, the administration Company in the joint taxation, for the income year. 0 27300000 27300000 568750 568750 26731250 For details on the addition during the year, reference is made to the note regarding investments in subsidiaries. 229272 229272 229272 Note13provides more details on security for loans, etc. as regards property, plant and equipment. 27300000 0 0 277990 27300000 0 0 277990 0 277990 As part of the incorporation of the Danish Company, shares in the US entity Entelion Therapeutics, LLC, 240 Bluff View Drive, Guilford CT 06437, USA, was injected as part of the contribution in kind in other means than cash. The value of the contribution in kind at 5 December 2024 was determined to be DKK 27,300 thousand. As of this date, Entelion Therapeutics, LLC has had no operating activities and held assets in their balance sheet. In June 2024, Entelion Therapeutics, LLC entered into a license agreement with Yale University, which granted Entelion Therapeutics, LLC the right to conduct research within specific therapeutic areas using patents and know-how accumulated by Yale University over a number of years. The license agreement sets out how Yale University is to be compensated for the rights transferred to Entelion Therapeutics, LLC, including upfront payments and ongoing payments (depending on the results of the further development process carried out by Entelion Therapeutics, LLC). The consideration for the equity interests in Entelion Therapeutics, LLC is based on the fair value of the pre-clinical research program RL-001 as of date of the contribution in kind, to which the company has access through the license agreement with Yale University. The determination of fair value takes into account payments to Yale University under the license agreement. RL-001 is a research program within rheumatic diseases, which are conditions that cause pain and reduced physical function in the musculoskeletal system, consisting of joints, tendons, and muscles. Rheumatic diseases are typically chronic conditions. The fair value of the contribution has been determined by the shareholders of the Danish Company through negotiations concerning ownership interests and the contributions of, respectively, the equity interests in Entelion Therapeutics and a cash contribution of EUR 5.0 million. For decision-making purposes, management applied the market approach, which is a commonly recognized valuation method within biotech. The valuation is based on value indications from relevant transactions involving drug candidates within the same therapeutic area, adjusted for differences in development stage. The value of the 100% equity interest in Entelion Therapeutics, LLC has been determined by the management of RheumaLogics ApS at DKK 27.300 thousand. During the financial period, Management took measures to liquidate the subsidiary, Entelion Therapeutics, LLC, and transferred the intangible rights with Yale University to the Danish Company. As a consequence hereof, the value of investments in subsidiaries has been transferred to intangible assets in the financial statements. Reference is made to the note on intangible assets. 530390 530390 The deferred tax asset mainly comprise of the temporarily difference between the accounting and tax treatment of convertible loans. Management expected the variance to be utilized in the period until the loan matures. 12 September 2025, the Company obtained additional funding to advance its programs and prepare for further research of the lead asset by closing of a convertible loan note in the amount of DKK 37.250 thousand (EUR 5 million). The convertible loans holds a interest rate of 8% p.a. The repayment amount is principal along with interest accrued. The repayment date for the convertible loan note is set for 12 September 2028. Therefore, in the annual report 2024-25, the convertible loans are presented as long-term liability. The convertible loan includes a conversion and repayment feature, which allows the lender to convert the loan into shares in the Company with a conversion discount of 25% to the share price of the Company. At initially recognition of each of the loans, the convertible loans has been separated into a liability component and a conversion/repayment option component (an embedded derivative), by allocating the difference between the fair value of the liability component and the proceeds to theconversion option. After initial recognition, the liability component is measured at amortized cost and the conversion option is measured at fair value through profit or loss. At 31 December 2025, the loan liability amounts to DKK 32,361 thousand, and the fair value of the conversion option amounts to DKK 10,787 thousand. The Company is jointly taxed with its parent, Novo Holdings A/S, which acts as management company, and is jointly and severally liable with other jointly taxed group entities for payment of income taxes as well as withholding taxes on interest, royalties and dividends falling due for payment. Other rent liabilities: DKK2024/25 Rent liabilities207,000 The Company has not provided any security or other collateral in assets at 31 December 2025.