Galapagos Nv SEC Filings

Galapagos (to be renamed Lakefront Biotherapeutics) swung to profitability in Q1 2026 and unveiled a major autoimmune collaboration with Gilead. Net profit was €14.5 million versus a €153.4 million loss a year earlier, helped by €77.7 million in net financial income and much lower R&D and restructuring costs. Total net revenues fell to €6.5 million from €75.0 million as prior Gilead platform revenue fully ran off.

The company agreed a Framework Agreement linked to Gilead’s planned acquisition of Ouro Medicines, co-funding an upfront payment of $1.675 billion and up to $500 million in milestones, of which Galapagos’ share of the upfront is $837.5 million (~€713 million). Galapagos will co-develop BCMAxCD3 T cell engager gamgertamig and receive 20%–23% royalties on Gilead’s net sales.

Management guides 2026 Ouro-related cash spend of approximately €775–€790 million and expects year-end 2026 cash and financial investments of €1.975–€2.050 billion, down from €2.98 billion at March 31, 2026 but still leaving a majority of its current ~€3 billion cash for further deals and capital returns. The company is winding down its cell therapy activities, with one-time cash restructuring costs still expected at €125–€175 million, and will rebrand as Lakefront Biotherapeutics with new ticker LKFT from May 8, 2026.

Galapagos NV reports that shareholders approved all agenda items at its Annual and Extraordinary Meetings, including the 2025 non-consolidated accounts, the remuneration report, and releases from liability for directors and the statutory auditor.

Shareholders confirmed and extended multiple board appointments, added new independent non-executive director Gino Santini as chair, and re-appointed BDO Bedrijfsrevisoren BV as statutory auditor with annual fees of EUR 495,000 plus EUR 50,000 for Corporate Sustainability Reporting Directive assurance. The company will change its name to Lakefront Biotherapeutics as of May 8, 2026, and amended its articles to require joint representation by two directors, including at least one independent director. The meetings also authorized a share buyback of up to 10% of outstanding shares within a 15% price band around the prior day’s Euronext Brussels closing price and renewed the Board’s authority to increase share capital by up to 20% over five years.

Galapagos announced a binding collaboration framework with Gilead tied to Gilead’s planned $1.675 billion acquisition of Ouro Medicines, sharing both the $1.675 billion upfront consideration and up to $500 million in contingent milestones 50/50.

Galapagos will fund all gamgertamig development costs through the start of registrational studies, after which costs will be shared equally, and can earn up to $100 million in additional milestones for certain other indications plus tiered royalties of 20–23% on net sales. The company also gains three Ouro preclinical autoimmune programs, with Gilead holding an option to join each for $75 million per program after clinical proof-of-concept.

The agreement amends the existing OLCA with Gilead, allowing Galapagos to deploy a $500 million cash pool independently for research programs or strategic deals, including up to $150 million for potential share repurchases, dividends or other capital returns, while Gilead leads global commercialization of gamgertamig outside Keymed’s Greater China territories.

Galapagos NV filed a Form 6-K summarizing its 2025 results, strategic overhaul and shareholder meeting agenda. The company reported 2025 net profit of €320.9 million after recognizing €1,069.0 million of deferred income from its Gilead drug discovery platform agreement, despite a €228.1 million impairment tied to winding down cell therapy.

Galapagos is exiting its cell therapy business, closing sites in Europe, the U.S. and China and reducing headcount from 704 to 452 in 2025, with a target of about 35–40 employees by end‑2026. It plans to pivot to a business‑development‑led model focused on oncology and immunology & inflammation, leveraging €3.0 billion of cash and financial investments at year‑end 2025 and ongoing Jyseleca royalties.

The Board is proposing a name change to Lakefront Biotherapeutics NV and authorizing a share buyback of up to 10% of outstanding shares, subject to shareholder approval at the April 28, 2026 AGM/EGM. 2025 revenues rose to €1,112.2 million, and the company guides to being cash‑flow neutral to positive by end‑2026, excluding new deals and FX effects.

Galapagos NV, a Belgian biotech listed via ADSs on Nasdaq, files its annual Form 20-F outlining a major strategic overhaul and key risks. The company reports that ordinary shares outstanding totaled 65,897,071 as of December 31, 2025, and its IFRS financials are presented in euros.

Galapagos returned to profitability in 2023, 2024 and 2025, with net profit of €211.7 million, €74.1 million and €320.9 million, respectively. Profit in 2025 was driven primarily by recognizing €1,069.0 million of previously deferred income under its Option, License and Collaboration Agreement (OLCA) with Gilead, rather than by recurring product sales.

The report describes a deep transformation: commercial rights to Jyseleca were transferred to Alfasigma for a €50 million upfront payment, €9.8 million for cash and working capital, future sales-based milestones of €120 million and mid-single to mid-double-digit European earn-outs, alongside a €25 million Galapagos contribution for Jyseleca-related development activities.

Management has decided to wind down all cell therapy activities, closing sites in the Netherlands, Switzerland, the United States and China and impacting about 365 employees. After this wind-down, Galapagos expects minimal to no revenue aside from potential Jyseleca earn-outs and will rely heavily on its sole remaining product candidate, GLPG3667, while pursuing strategic business development deals to acquire or license new assets.

The company warns it expects significant operating losses going forward, may require substantial additional funding, and faces extensive risks from clinical development uncertainty, regulatory approvals, dependence on the Gilead OLCA, potential adverse U.S. tax classifications such as PFIC, foreign exchange exposure, concentrated ownership and the constraints and optionality of operating as a foreign private issuer.

Galapagos reports that Gilead has agreed to acquire Ouro Medicines and that Galapagos and Gilead are in advanced discussions on a strategic collaboration around Ouro’s T cell engager OM336 (gamgertamig) for autoimmune diseases.

Gilead plans to buy Ouro for $1,675 million in cash at closing plus up to $500 million in contingent milestone payments. The contemplated partnership would see Galapagos fund 50% of this upfront and milestone consideration, take on substantially all of Ouro’s operating assets and employees, and lead OM336 development until registrational studies, after which costs would be shared equally. Gilead would retain global commercialization rights (excluding Greater China) and pay Galapagos 20%-23% royalties on net sales. The parties also expect to amend their existing collaboration so that $500 million of Galapagos’ cash is exempt from prior restrictions, including up to $150 million that could be used for share repurchases or other capital returns, giving Galapagos more flexibility for additional strategic transactions. All of these arrangements remain subject to regulatory clearances, related-party procedures and final agreement, and may not be completed or may differ from the terms described.

Galapagos NV reported that Bank of America Corporation has reduced its position and fallen below the 5% transparency threshold of Galapagos’ voting rights under Belgian law. This change results from the disposal of equivalent financial instruments linked to Galapagos shares on March 10, 2026.

As of the notification date, Bank of America and its affiliates held 421,092 voting rights and 2,158,293 equivalent financial instruments, together representing 3.91% of Galapagos’ 65,897,071 outstanding shares. The position combines direct shareholdings and a range of derivative instruments, including rights to recall, rights of use, options, and swaps.

Galapagos NV reported transparency notifications showing changes in Bank of America Corporation’s exposure to its shares under Belgian major shareholding rules. Bank of America first moved below the 5% threshold for equivalent financial instruments on March 3, 2026, then back above it on March 4, 2026.

As of March 6, 2026, Bank of America and its affiliates held 335,202 voting rights and 3,489,591 equivalent financial instruments in Galapagos, together representing 5.80% of the company’s 65,897,071 outstanding shares. The position consists mainly of rights of use, rights to recall, options and swaps across several group entities.

Galapagos NV reported that its Board of Directors created 1,750,000 subscription rights under a new employee incentive program called “Subscription Right Plan 2026.” Each subscription right entitles the holder to subscribe to one new Galapagos share, targeting current and future personnel of the company and its subsidiaries.

The company states that its total share capital is €356,444,938.61, with 65,897,071 securities conferring voting rights, equal to the total number of shares. In addition to the new plan, there are 13,338,810 subscription rights outstanding under other employee plans, and one subscription right issued to Gilead Therapeutics that can increase its shareholding to 29.9% of issued and outstanding shares after exercise. Galapagos notes it has no convertible bonds or non-voting shares outstanding.