QURE uniQure NV

As filed with the Securities and Exchange Commission on August 1, 2024

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Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

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REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

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UNIQURE N.V.

(Exact Name of Registrant as Specified in its Charter)

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uniQure N.V. Amended and Restated 2014 Share Incentive Plan

(Full Title of the Plan)

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Matthew Kapusta

Chief Executive Officer

113 Hartwell Avenue

Lexington, MA 02421

(Name and Address of Agent For Service)

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Tel: +1 339 970 7000

(Telephone Number, Including Area Code, of Agent For Service)

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Copies to:

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Jeannette Potts

Chief Legal Officer

113 Hartwell Avenue

Lexington, MA 02421

+1 339 970 7000

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Timothy J. Corbett

Benjamin Stein

Morgan, Lewis & Bockius UK LLP

Condor House, 5-10 St. Paul’s Churchyard

London EC4M 8AL United Kingdom

+44 20 3201 5690

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

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This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by uniQure N.V. (the “Registrant”) solely for the purpose of registering an additional 1,500,000 ordinary shares, par value €0.05 per share, of the Registrant (the “Ordinary Shares”) to be offered to participants under the Registrant’s Amended and Restated 2014 Share Incentive Plan, which was originally adopted at the annual general meeting of the Registrant’s shareholders on January 9, 2014 and was subsequently amended or amended and restated, as applicable, as of June 10, 2015, June 15, 2016, June 13, 2018, June 16, 2021, November 15, 2023 and June 18, 2024 (as amended and restated to date, the “2014 Plan”).

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On April 11, 2024, an amendment to the 2014 Plan (in the form then in effect) was approved by the board of directors of the Registrant and was subsequently approved by the Registrant’s shareholders at its annual general meeting on June 18, 2024 to increase the number of Ordinary Shares reserved for issuance under the 2014 Plan by an additional 1,500,000 shares.

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The Ordinary Shares registered hereby are in addition to and of the same class as those on the Registrant’s registration statements on Form S-8 registering (i) 1,531,471 Ordinary Shares issuable under 2014 Plan previously filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2014 (File No. 333-197887), (ii) 4,070,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on May 15, 2017 (File No. 333-218005), (iii) 3,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on June 14, 2018 (File No. 333-225629), (iv) 4,000,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on July 20, 2021 (File No. 333-258036) and (v) 1,750,000 Ordinary Shares issuable under the 2014 Plan previously filed with the Commission on February 28, 2024 (File No. 333-277439) (collectively, the “Previous Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Previous Registration Statements and the contents incorporated by reference therein are hereby incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

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PART II

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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Item 3. Incorporation of Documents by Reference.

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The following documents are incorporated herein by reference:

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(a) The Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2023 filed with the Commission on February 28, 2024;

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(b) The Registrant’s Quarterly Reports on Form 10-Q filed with the Commission on May 7, 2024 and August 1, 2024;

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(c) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 24, 2024;

(d) The Registrant’s Current Reports on Form 8-K filed with the Commission on April 12, 2024, June 20, 2024, July 1, 2024, July 9, 2024 and July 23, 2024; and

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(c) The description of the securities contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-36294) filed with the Commission on January 31, 2014, under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), including any amendment or report filed for the purpose of updating such description.

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All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

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Item 8. Exhibits.

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A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated herein by reference.

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EXHIBIT INDEX

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* Filed herewith.

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SIGNATURES

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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, on August 1, 2024.

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POWER OF ATTORNEY AND SIGNATURES

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Kapusta and Christian Klemt, and each of them, as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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AUTHORIZED UNITED STATES REPRESENTATIVE

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Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on August 1, 2024.

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Exhibit 5.1

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We have acted as legal counsel to the Company as to certain matters of Dutch Law in connection with the Registration Statement.

Certain terms used in this opinion letter are defined in Annex 1 (Definitions) hereto.

We express an opinion on Dutch Law only, (i) including case law but only if published in printed form, and (ii) excluding tax, competition and procurement laws and, for the avoidance of doubt, the laws of the European Union insofar as not implemented in Dutch Law or directly applicable in the Netherlands. Our investigation has further been limited to the text of the documents. We have not investigated the meaning and effect of any document governed by a law other than Dutch Law. The opinions expressed herein are rendered only as at the date of this opinion letter and we assume no obligation to advise you of facts, circumstances, events or changes in Dutch Law that may hereafter arise or be brought to our attention and that may alter, affect or modify the opinions expressed herein.

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The general terms and conditions of Rutgers & Posch N.V. in Amsterdam (Traderegister no. 56919891), which stipulate a limitation of liability, the applicability of Dutch law and the exclusive jurisdiction of the district court in Amsterdam, are applicable to all work performed. The general terms and conditions are available at www.rutgersposch.com.

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For the purpose of this opinion letter, we have examined and relied solely upon copies of the following documents:

In addition, we have performed such other investigations as we considered necessary for the purpose of this opinion letter.

For the purpose of this opinion letter, we have assumed that:

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Based upon the foregoing and subject to any factual matters and documents not disclosed to us in the course of our investigation, and subject to paragraph 7, we express the following opinion:

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opinion letter, and (iii) any possible liability of Rutgers & Posch N.V. is limited to the amount available and payable under Rutgers & Posch N.V.’s professional malpractice insurance coverage.

Sincerely yours,

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/s/ Rutgers & Posch N.V.

Rutgers & Posch N.V.

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Annex 1

Definitions

“2014 Plan” means the 2014 Share Incentive Plan of the Company, as amended and restated;

“Annual Report” means the Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC on 28 February 2024;

“Articles of Association” means the articles of association (statuten) of the Company, dated 22 June 2021, as deposited with the Chamber of Commerce and filed as Exhibit 3.1 to the Annual Report;

“Chamber of Commerce” means the Dutch Chamber of Commerce;

“Company” means uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch Law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 54385229;

“Company Certificate” means the certificate dated 1 August 2024 attached as Annex 2 (Company Certificate) hereto;

“Deed of Incorporation” means the deed of incorporation of the Company, dated 9 January 2012, as deposited with the Chamber of Commerce;

“Dutch Law” means the laws of the Kingdom of the Netherlands excluding Aruba, Bonaire, Curacao, Saba, Sint Eustatius and Sint Maarten (“the Netherlands”) as they currently stand and are applied by the courts of the Netherlands;

“Equity Award Documentation” means (i) the form of restricted share unit agreement filed as Exhibit 10.66 to the Annual Report, and (ii) the form of share option agreement filed as Exhibit 10.65 to the Annual Report;

“Extract” means an extract from the trade register of the Chamber of Commerce relating to the Company, dated 1 August 2024;

“Insolvency” means a suspension of payments (surseance van betaling), a bankruptcy (faillissement) or any equivalent or analogous regime under the laws of any foreign country;

“Shares” means the 1,500,000 ordinary shares in the share capital of the Company with a nominal value of EUR 0.05 each, issued or to be issued by the Company under the 2014 Plan and pursuant to the Registration Statement;

“Registration” means the registration of the Shares with the SEC under the U.S. Securities Act;

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“Registration Statement” means the registration statement on form S-8 in relation to the Registration filed or to be filed with the SEC as at the date hereof (excluding any documents incorporated by reference in it and any exhibits to it);

“SEC” means the U.S. Securities and Exchange Commission; and

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

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Annex 2

Company Certificate

From: the executive director of uniQure N.V.

Dated: 1 August 2024

The undersigned:

Matthew Kapusta, acting in his capacity as executive director of uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 54385229 (the “Company”).

Background:

The undersigned certifies the following:

As at the date of this Company Certificate the Extract accurately and completely reflects the matters purported to be evidenced thereby, except that the Extract does not reflect the up-to-date share capital of the Company.

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The Company is not subject to any Insolvency, dissolution, liquidation, statutory merger or demerger and its assets are not under administration.

The number of ordinary shares in the share capital of the Company - with a nominal value of EUR 0.05 each - issued or to be issued pursuant to the Registration Statement will not exceed the maximum number of shares authorized for issuance under the Company’s 2014 share incentive plan, as amended to date.

The undersigned is not aware of:

Rutgers & Posch N.V. may rely on this Company Certificate (without personal liability for the undersigned).

In evidence whereof this Company Certificate was signed in the manner set out below.

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Exhibit 23.2

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Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 28, 2024, with respect to the consolidated financial statements of uniQure N.V., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG Accountants N.V.

Amstelveen, The Netherlands

August 1, 2024

Exhibit 107

CALCULATION OF REGISTRATION FEE

Form S-8

(Form Type)

uniQure N.V.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

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