Pharvaris signs registration rights agreement with General Atlantic PH B.V.

Pharvaris N.V. (Nasdaq: PHVS) filed a registration rights agreement with General Atlantic PH B.V. on September 8, 2025, in a 6-K exhibit. The agreement is dated September 2, 2025. It lets the investor sell its shares in Pharvaris through registered offerings. The agreement names no underwriter, placement agent or counsel.

Pharvaris is a public company with limited liability, incorporated in the Netherlands. The agreement is between the company and General Atlantic PH B.V., which the filing calls the Investor. The text does not describe the purchase that gave the investor its shares, and it does not state a share count for the registrable securities.

The shelf and the offerings

Pharvaris agreed to use reasonable best efforts to file with the SEC a shelf registration statement within 30 calendar days after the agreement date, and to have it declared effective as soon as practicable. It must keep the shelf current for three years after effectiveness, or until the investor no longer holds registrable securities.

Under the agreement the investor may sell through the shelf in underwritten offerings. The number of shelf offerings is not limited, but underwritten offerings are capped at two in any calendar year. After a request, Pharvaris must use reasonable best efforts to complete an underwritten offering within 14 days. The investor may also ask for an underwritten block trade, or bought deal, on at least two business days' notice. The agreement says the investor decides the timing, manner and price of any offering.

The company must include all registrable securities for which it has received timely requests in a shelf offering. If the managing underwriters advise the company in writing that the requested amount exceeds what can be sold in the offering, the number of shares included may be reduced.

Postponements, transfers and costs

Pharvaris may postpone the filing or effectiveness of the shelf, or suspend use of the prospectus, for up to 60 days in specified cases, such as a pending acquisition or financing. It may do so only once in any twelve-month period unless the investor agrees to more. Sales must stop after a suspension notice and may resume only after an end-of-suspension notice.

The investor must obtain the company's written consent before transferring registrable securities. The consent requirement does not apply to a transfer to the company, a public offering, a sale under Rule 144, a transfer in connection with a sale of the company, or a transfer to affiliates of the investor. Affiliate transferees may take over the investor's rights, so long as the investor is not relieved of its liabilities.

Pharvaris pays all reasonable out-of-pocket expenses of the registration, including filing and listing fees, and the agreement includes indemnification provisions that survive any transfer of the securities. The amendment and waiver provisions require the written consent of both the company and the investor.

What the filing does not say

The agreement does not state how many registrable securities General Atlantic holds, how it acquired them, or the price at which it would sell. It does not describe the company's clinical programs or finances, or say why the investor wants registered sales.

For investors, the practical effect of the agreement is an overhang: a holder can sell through registered offerings on its own timetable, and the company's ability to delay that is limited to 60 days, once a year, in specified circumstances. The filing does not estimate the size of any sale or the price effect of one.

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