26. Commitments and contingencies

26.1. CAPITAL EXPENDITURES

At 31 December 2022, the Group has commi ed to spend €379 thousand (2021: €229 thousand) for lab equipment which are expected to be paid within one year, and another €419 thousand for lab equipment via new lease agreements reimbursable over a period of 4 years.

26.2. CONTRACTUAL AGREEMENTS

The Group has concluded various agreements with Contract Manufacturing Organizations (“CMOs”) to provide manufacturing services related to the production of Biotalys’ developmental products, including costs to be incurred by the CMOs for modifications of their production facilities. Total outstanding non-cancelable purchase commitments under these agreements amount to €102 thousand as per the end of 2022 (2021: €733 thousand).

The Group has also entered into development agreements with various Contract Research Organizations (“CROs”) and field trial operators. These arrangements are service agreements which only require payment dependent on the completion of the service and delivery of the final reports. Total outstanding non-cancelable purchase commitments under these agreements, excluding amounts accrued for services already performed, amount to €409 thousand as per the end of 2022 (2021: €286 thousands).

All amounts under these service agreements are expected to be paid within one year. The amounts are not risk-adjusted or discounted, and the timing of the payments is based on the Group’s current best estimate of delivery of the related services.

The Group also has a non-exclusive license agreement with VTU Technology GmbH in relation to a number of AGROGROBODY™ bioactive-expressing Pichia pastoris strains. This license encompasses the Pichia pastoris strain that the Group uses to produce EVOCA™. The license fees comprise success fees and royalty fees, both of which are based on the titre at which the licensed strains produce AGROGROBODY™ bioactives.

26.3. LEGAL PROCEEDINGS

The Group is currently involved in small number of legal actions that arise in the ordinary course of business, but it is not currently party to any material legal proceedings. At each reporting date, the Group evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Group does not believe that there are any claims that would have a material adverse e ect of the Group’s business, financial condition or results of operations. All costs related to such legal proceedings are expensed as incurred.

27. Related party transactions

27.1. TRANSACTIONS WITH RELATED PARTIES

Currently, there are no transactions with related parties.

27.2. KEY MANAGEMENT REMUNERATION

Key management compensation as disclosed below comprises compensation recognized in the income statement for members of the Board of Directors and the Executive Commi ee, for the portion of the year where they exercised their mandate.

Furthermore, as of 31 December 2022, key management holds 1,952,374 options and 6,500 share units in the context of the share-based payment plans further explained in note 25 (2021: 1,760,000 options and 0 share units). These options grant the right to convert into 1,137,165 Ordinary Shares a er the impact of the 2:1 reverse share split (2021: 950,000 Ordinary Shares).

There have been no loans granted by the Company or its subsidiary to any Director or o icer of the Group, nor any guarantees given with respect hereto.

28. Events a er the end of the reporting period

During January 2023, 20,000 ESOP II Warrants were exercised. This resulted in an additional 10,000 new Ordinary Shares being issued on 18 January 2023 when applying the 2:1 ratio.

As of the date when these financial statements have been approved, there have been no other events a er the balance sheet date.

29. Audit fees

The Company’s statutory auditor is Deloi e Bedrijfsrevisoren CVBA, with statutory seat at Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem, Belgium, represented by Pieter-Jan Van Durme, auditor. The Company’s statutory auditor has been reappointed e ective as from 15 April 2022 for the statutory term of three years by the Company’s extraordinary general shareholders’ meeting held on 15 April 2022.

The Company expensed fees to the auditor of €65 thousand in 2022 and €445 thousand in 2021. The fees are broken down as follows:

• Audit fee for statutory and consolidated financials: €65 thousand in 2022 and €65 thousand in 2021.

• Fees within the framework of the Initial Public O ering of Biotalys in 2021: €347 thousand of which:

◊ €162 thousand audit fees for the audit of the IFRS annual accounts in 2019 and 2020

◊ €185 thousand audit related fees for issuance of comfort le ers

• Legal mission: €33 thousand in 2021.