Celyad SA

1

 
2024 Annual Report
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2024 ANNUAL REPORT

 
2024 Annual Report
1
Table of Contents
SHAREHOLDERS NEWSLETTER
1. ACTIVITY REPORT........................................................................................................................
7
1.1 Who we are - Business Overview ..............................................................................................
7
1.2 Our Strategy...............................................................................................................................
8
1.3 What differentiates Celyad Oncology?.......................................................................................
10
1.4 Our Activities and R&D ..............................................................................................................
13
1.5 Clinical Programs.......................................................................................................................
15
1.6 Licensing and Collaboration Agreements ..................................................................................
15
1.7 Our shareholding structure.........................................................................................................
20
1.8 Post balance sheet events.........................................................................................................
20
1.9 Our capital expenditures ............................................................................................................
20
1.10 Financial review of the year ending December 31, 2023.........................................................
21
1.10.1. Analysis of the consolidated income statement............................................................
21
1.10.2. Analysis of the consolidated statements of financial position .......................................
21
1.10.3. Analysis of the consolidated net cash burn rate ...........................................................
23
1.11 Personnel.................................................................................................................................
24
1.12 Environment.............................................................................................................................
24
1.13 Going concern..........................................................................................................................
24
1.14 Risks and uncertainties............................................................................................................
24
1.15 Events and circumstances that could have a significant impact on the future.........................
25
2. CORPORATE GOVERNANCE ......................................................................................................
26
2.1 General ......................................................................................................................................
26
2.2 Board of Directors ......................................................................................................................
26
2.2.1. Composition of the Board of Directors............................................................................
26
2.2.2. Board resolutions............................................................................................................
30
2.2.3. Director Independence....................................................................................................
31
2.2.4. Role of the Board in Risk Oversight................................................................................
31
2.2.5. Committees within the Board of Directors.......................................................................
33
2.2.6. Meetings of the Board and the committees ....................................................................
34
2.3 Executive Committee .................................................................................................................
35
2.4 Conflict of Interest of Directors and members of the Executive Committee and transactions 
with affiliated companies ............................................................................................................
37
2.4.1. General ...........................................................................................................................
37
2.4.2. Conflicts of interest of Directors ......................................................................................
38
2.4.3. Existing conflicts of interest of members of the Board of Directors.................................
38
2.4.4. Related Party Transactions.............................................................................................
39
2.4.5. Transactions with affiliates..............................................................................................
40
2.4.6. Code of Business Conduct and Ethics............................................................................
40
2.4.7. Market abuse regulations................................................................................................
40
2.5 Corporate Governance Code.....................................................................................................
41
2.6 Remuneration Policy ..................................................................................................................
42
2.6.1. Introduction .....................................................................................................................
42
2.6.2. Remuneration of the Board of Directors .........................................................................
42
2.6.3. Remuneration of the Executive Committee ....................................................................
44
2.6.4. Deviations from this Policy..............................................................................................
48
2.7 Remuneration report ..................................................................................................................
48
2.7.1. Introduction .....................................................................................................................
48
2.7.2. Total Remuneration ........................................................................................................
49
2.7.3. Share-based Remuneration............................................................................................
53
2.7.4. Termination Indemnities..................................................................................................
60
2.7.5. Use of the possibility to reclaim the variable remuneration.............................................
60
2.7.6. Deviations from the Remuneration Policy.......................................................................
60
2.7.7. Evolution of the remuneration and the performance of the company and ratio ..............
61
2.7.8. Taking into consideration of the vote of the shareholders ..............................................
61
2.7.9. Statutory Auditor .............................................................................................................
61
2.8 Description of the principal risks associated to the activities of the Group ................................
62
2.8.1. Risk Management...........................................................................................................
62
2.8.2. Organization and values .................................................................................................
62
2.8.3. Risks analysis .................................................................................................................
63

 
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2.8.4. Risks related to the Company’s financial position, capital requirements and 
governance ...............................................................................................................................
63
2.8.5. Risks related to Company’s business activities and industry..........................................
66
2.8.6. Risks related to intellectual property...............................................................................
68
2.8.7. Risks linked to the Company’s reliance on third parties .................................................
72
2.8.8. Risks related to the shares .............................................................................................
73
2.8.9. Audit activities.................................................................................................................
74
2.8.10. Controls, supervision and correctives actions...............................................................
75
3. GROUP STRUCTURE, SHAREHOLDING AND SHARE CAPITAL .............................................
76
3.1 Group structure ..........................................................................................................................
76
3.2 Capital increase and issuance of shares ...................................................................................
76
3.3 Warrants plans...........................................................................................................................
77
3.4 Changes to the share capital .....................................................................................................
77
3.5 Major Shareholders....................................................................................................................
77
3.6 Anti-takeover provisions under Belgian laws .............................................................................
78
.........................................................................................................................................................
4. CONSOLIDATED FINANCIAL STATEMENTS..............................................................................
83
4.1 Responsibility statement ............................................................................................................
83
4.2 Statutory auditor’s report to the general meeting of shareholders of Celyad Oncology SA for 
the year ended December 31, 2023 (consolidated financial statements) ..................................
84
4.3 Consolidated financial statements as at December 31, 2023....................................................
90
4.3.1. Consolidated statements of financial position.................................................................
90
4.3.2. Consolidated statements of comprehensive loss............................................................
90
4.3.3. Consolidated statements of changes in equity ...............................................................
91
4.3.4. Consolidated statements of Cash flows..........................................................................
92
5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS..................................................
93
5.1 General information....................................................................................................................
93
5.2 Basis of preparation and significant accounting policies............................................................
93
5.2.1. Basis of preparation........................................................................................................
93
5.2.2. Consolidation ..................................................................................................................
95
5.2.3. Foreign currency translation ...........................................................................................
95
5.2.4. Revenue..........................................................................................................................
95
5.2.5. Other income ..................................................................................................................
96
5.2.6. Intangible assets.............................................................................................................
98
5.2.7. Property, plant and equipment........................................................................................
99
5.2.8. Leases ............................................................................................................................
99
5.2.9. Impairment of non-financial assets .................................................................................
99
5.2.10. Cash and cash equivalents...........................................................................................
100
5.2.11. Financial assets ............................................................................................................
100
5.2.12. Financial liabilities.........................................................................................................
100
5.2.13. Share based payment...................................................................................................
100
5.2.14. Income Taxes ...............................................................................................................
101
5.2.15. Earnings (loss) per share..............................................................................................
102
5.2.16. Equity............................................................................................................................
102
..................................................................................................................................................
5.3 Risk Management ......................................................................................................................
103
5.4 Critical accounting estimates and judgments.............................................................................
104
5.5 Operating segment information..................................................................................................
106
5.6 Intangible assets ........................................................................................................................
107
5.6.1. Intangible assets details and balance roll forward ..........................................................
107
5.6.2. Impairment testing ..........................................................................................................
108
5.7 Property, plant and equipment...................................................................................................
109
5.8 Non-current trade receivables and other non-current assets.....................................................
110
5.9 Trade receivables and other current assets...............................................................................
110
5.10 Inventories................................................................................................................................
111
5.11 Cash and cash equivalents......................................................................................................
111
5.12 Subsidiaries fully consolidated.................................................................................................
111
5.13 Share Capital ...........................................................................................................................
112
5.14 Share-based payments............................................................................................................
113
5.15 Section left blank......................................................................................................................
115
5.16 Recoverable Cash Advances...................................................................................................
115

 
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5.17 Other non-current liabilities ......................................................................................................
117
5.18 Trade payables and other current liabilities .............................................................................
118
5.19 Financial liabilities ....................................................................................................................
118
5.19.1. Maturity analysis ...........................................................................................................
118
5.19.2. Changes in liabilities arising from financing activities ...................................................
119
5.20 Financial instruments ...............................................................................................................
120
5.20.1. Financial instruments not reported at fair value on statement of financial position.......
120
5.20.2. Financial instruments reported at fair value on statement of financial position.............
120
5.21 Income taxes............................................................................................................................
121
5.22 Other reserves .........................................................................................................................
123
5.23 Revenue...................................................................................................................................
123
5.24 Research and Development expenses ....................................................................................
123
5.25 General and Administrative expenses .....................................................................................
124
5.26 Depreciation and amortization .................................................................................................
124
5.27 Employee benefit expenses.....................................................................................................
124
5.28 Other income and other expenses...........................................................................................
125
5.29 Section left blank......................................................................................................................
126
5.30 Leases......................................................................................................................................
127
5.31 Finance income and expenses ................................................................................................
128
5.32 Loss per share .........................................................................................................................
128
5.33 Contingent assets and liabilities...............................................................................................
129
5.34 Commitments...........................................................................................................................
129
5.34.1. Celdara .........................................................................................................................
129
5.34.2. Horizon Discovery / PerkinElmer ..................................................................................
130
5.35 Related-party transactions .......................................................................................................
131
5.35.1. Remuneration of key management...............................................................................
131
5.35.2. Transactions with non-executive directors....................................................................
132
5.35.3. Transactions with shareholders ....................................................................................
132
5.36 Events after the close of the fiscal year ...................................................................................
132
5.37 Statutory accounts as of December 31, 2023 and 2022 according to Belgian GAAP .............
132
5.37.1. Balance Sheet...............................................................................................................
133
5.37.2. Income statement .........................................................................................................
134
5.37.3. Notes.............................................................................................................................
134
5.37.4. Summary of valuation rules ..........................................................................................
139

 
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ANNUAL REPORT 2024
This Annual Report (the “Report”) is dated April 4, 2025, and contains all required information as per the 
Belgian Code of the Companies and Associations (the “BCCA”).
The affiliates included in this Report are Celyad Oncology SA, Celyad Inc. and CorQuest Medical Inc.
Celyad Oncology SA and its affiliates will be collectively referred to as “the Company”, “the Group”, “Celyad”, 
“we” or “us”. 
LANGUAGE OF THE REPORT 
The Company publishes this Report in French, in accordance with Belgian laws. The Company also provides 
an English translation. In case of a difference of interpretation, the French version will prevail. 
AVAILABILITY OF THE REPORT 
A printed copy of the Report is available free of charge upon request to:
Celyad Oncology SA
Investor Relations
Rue André Dumont 9, 
B-1435 Mont-Saint-Guibert, Belgium
Tel: +32 10 394100
E-mail: investors@celyad.com
An 
electronic 
version 
of 
this 
Report 
is 
available 
on 
the 
Company 
website:  
http://www.celyad.com/investors/regulated-information
FORWARD LOOKING STATEMENTS
This Report may contain forward-looking statements, including, without limitation, statements regarding 
beliefs about and expectations for the Company’s updated strategic business model, including associated 
potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s 
IP, statements regarding the Company’s financial statements and future fundraising plans, and statements 
regarding the continuation of the Company’s existence. The words “will,” “believe,” “potential,” “continue,” 
“target,” “project,” “should” and similar expressions are intended to identify forward-looking statements, 
although not all forward-looking statements contain these identifying words. Any forward-looking statements 
in this Report are based on management’s current expectations and beliefs and are subject to a number of 
known and unknown risks, uncertainties and important factors which might cause actual events, results, 
financial condition, performance or achievements of Celyad Oncology to differ materially from those 
expressed or implied by such forward-looking statements. Such risks and uncertainties include, without 
limitation, risks related to the Company’s ability to realize the expected benefits of its updated strategic 
business model; the Company’s ability to develop its IP assets and enter into partnerships with outside 
parties; the Company’s ability to enforce its patents and other IP rights; the possibility that the Company may 
infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; 
the possibility that the Company may not successfully defend itself against claims of patent infringement or 
other IP rights suits, which could result in substantial claims for damages against the Company; the 
possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could 
be expensive, time-consuming, and unsuccessful; the Company’s ability to protect its IP rights throughout 
the world; and the potential for patents held by the Company to be found invalid or unenforceable. These 
forward-looking statements speak only as of the date of publication of this document and Celyad Oncology’s 
actual results may differ materially from those expressed or implied by these forward-looking statements. 
Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this 
document to reflect any change in its expectations with regard thereto or any change in events, conditions 
or circumstances on which any such statement is based, unless required by law or regulation.

 
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Shareholder Letter
Dear Shareholder,
 
Today, Celyad Oncology (the “Company”) operates as a highly efficient and focused entity 
within the life sciences sector. The value and opportunity provided by our cellular therapy 
technology platforms are key areas of focus. Our overall ambition is to advance human 
therapeutics by acquiring and enhancing proprietary technologies, which we then integrate 
with strategic alliances and partnerships to form or support cutting-edge treatments.
 
Importantly, this means that the Company no longer independently develops and finances 
its own therapeutics through costly and time-consuming human clinical trials. Instead, 
Celyad works behind the scenes to provide select partners with the technologies and 
intellectual property required to deliver best-in-class treatments to patients in need. This 
innovative model allows the Company to avoid taking concentrated, multi-year risks with 
any single program and enables it to collaborate with numerous companies across multiple 
therapeutic areas while retaining potential long-term value creation within each 
partnership.
 
Over the past year, we have advanced this new business model by engaging in partnership 
discussions with numerous companies in the life sciences, advancing our technologies, 
filing new patent applications, and evaluating several technologies for potential acquisition.
 
Encouragingly, Celyad’s scientists have made significant progress in our core strategic 
areas of focus in 2024. We are confident that these key advancements will enhance our 
partnering efforts by further clarifying the utility of our proprietary technologies as they 
address some of the challenges in current cancer and other disease areas.
 
Several of these advancements are detailed below.
 
•
We progressed our proprietary, multi-plex miRNA technology by expanding the 
platform to a 5-plex system. The novel chimeric cluster demonstrated high 
efficiency in knocking down five highly relevant genes in T-cells simultaneously. 
Furthermore, each target gene could be adjusted to a specific level of expression 
allowing for fine-tuning of the target independently of the other targets. This 
demonstrates multiple advantages over gene editing approaches such as 
CRISPR by avoiding the need to break the cell’s DNA, or make any change to the 
underlying DNA sequence.
 
•
We demonstrated the feasibility and effectiveness of our multiplex approach in 
three separate contexts: 
 
•
1st improving allogeneic (or donor-derived) Chimeric Antigen Receptor (CAR) T 
cells by avoiding Graft versus Host disease (knocking down CD3zeta), while 
avoiding Host versus Graft (knocking down B2M and CIITA) and avoiding CD95L-
mediated apoptosis (knocking down CD95). 
 

 
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•
2nd improving CAR T cell resilience to the tumor microenvironment by targeting 
immune checkpoint inhibitors PD-1, LAG3, TIM3 and CD95.
 
•
3rd combatting cytokine related toxicities and enhancing CAR T-related safety by 
targeting IFN-g, GM-CSF and TNFa. 
 
•
We developed and validated our multi-specific CAR T cell platform by generating 
a PSMA/NKG2D tandem CAR T-cell to specifically target the potential loss of the 
PSMA antigen in prostate cancer. Thus, creating a CAR that can potentially 
overcome antigen heterogeneity and provide enhanced efficacy against prostate 
cancer.
 
•
We provided in vivo proof-of-concept of our CD19/NKG2DL tandem CAR T cell 
candidate in a B-ALL relapse model, showing that our multi-specific CAR T cell 
candidate has an enhanced anti-tumor efficacy in a lymphoma model of antigen-
loss.
   
•
Two manuscripts were published during 2024. The first details non-gene edited 
technologies for allogeneic CAR T-cell therapies (Cells) and the second on the 
topic of engineering strategies to safely drive CAR T-cells into the future (Front 
Immunol).
 
The leadership team was also enhanced with the full time CEO role filled by an industry 
veteran with deep expertise in advanced, cellular therapy drug development and extensive 
partnering experience across gene and cell therapy. More recently, the Company 
successfully reached an agreement that simplified and removed certain obligations in its 
foundational license with Dartmouth. Further, the Company and majority shareholders are 
fully committed to support our innovative new partnering strategy and believe it promotes 
the best interests of all Celyad stakeholders with the aim of creating significant shareholder 
value in the coming years.  
Matt Kane 
Hilde Windel
CEO
Chair

 
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1. Activity Report
1.1
Who we are - Business Overview  
We are a cutting-edge biotechnology company dedicated to pioneering the discovery and advancement of 
revolutionary technologies for chimeric antigen receptor (CAR) T-cells. Our primary objective is to unlock the 
potential of proprietary technology platforms and intellectual property, enabling us to be at the forefront of 
developing next-generation CAR T-cell therapies. By fully leveraging our innovative technology platforms, 
we aim to maximize the transformative impact of our candidate CAR T-cell therapies and redefine the future 
of CAR T-cell treatments.
Our differentiated strategy includes the development of technology platforms and CAR T-cell candidates to 
broaden the range of cancer indications and tackle the main limitations of current CAR T-cell therapies.  
Overview of the CAR T-cell landscape and current main limitations
Over the past decades, immunotherapy has become the main approach for novel cancer treatment options 
with several approved blockbuster products that saved the lives of thousands of patients with cancer 
indications. Within the field of immuno-oncology, chimeric antigen receptor (CAR) T-cell therapy is now 
a realistic treatment paradigm for patients with advanced disease. In this strategy, T-cells are genetically 
reprogrammed in the lab to express a gene coding for a receptor (called CAR), aiming to help the T-cells to 
specifically recognize, attack, and destroy tumor cells via binding to proteins that are mainly expressed by 
tumor cells (called antigens).
As of the date of this Report, a total of twelve autologous CAR T-cell therapies for the treatment of 
hematological malignancies have been approved by different regulatory authorities. These include seven 
CAR T-cell products directed against the cluster of differentiation 19 (CD19) or the B-cell maturation antigen 
(BCMA) which are approved in the United States, in Europe and in other countries, and five CD19-specific 
or BCMA-specific CAR T-cell products which are only approved in China or India. In addition, one CD19-
specific CAR T-cell product has received approval in Spain under the “hospital exemption” approval pathway. 
All these approvals were based on impressive overall response rates and durable remissions observed with 
CD19 and BCMA-specific CAR T-cell therapies in patients with non-Hodgkin lymphoma, B-cell acute 
lymphoblastic leukemia (B-ALL), or multiple myeloma who had failed under standard therapies. These CAR 
T-cell therapies have profoundly altered the treatment landscape in those indications.
Despite this success and continued progress in the CAR T-cell field, many challenges remain including: i) 
antigen modulation and heterogeneity, ii) tumor microenvironment (TME), and iii) cell source of CAR T-cells.
i) Antigen modulation and heterogeneity are major causes of CAR T-cell resistance in B-cell 
malignancies. In pediatric B-ALL, 50% of relapses are associated with CD19 antigen loss, and, in large B-
cell lymphoma, 30% of relapses are CD19-negative and an additional 30% has CD19 expression levels that 
are too low to allow for CAR T-cell activation.
To overcome tumor antigen escape, reduction in antigen expression levels, or mutational changes within the 
single antigen, platforms with CAR T-cells targeting multiple antigens rather than a single antigen need to 
be created. It is likely that antigen modulation poses an even greater challenge in solid tumors, where 
antigens show significant heterogeneity due to the heterogenous nature of the components that make up 
the TME, than in hematological malignancies.
ii) The TME contains a variety of cells (such as: cancer cells, cancer-associated fibroblasts, and immune 
cells including but not limited to tumor-associated macrophages, myeloid progenitor cells, and myeloid-
derived suppressor cells), matrix proteins, secreted proteins as well as an extracellular matrix comprised of 
stromal cells, fibrous proteins, glycoproteins, proteoglycans, and polysaccharides. The presence of each of 

 
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these cells and proteins varies depending on the tumor location and cancer type, but all contribute to the 
very complex and immunosuppressive TME.
In order for CAR T-cells to exert their function against the tumor cells, the first challenges are to navigate 
through the ecosystem of the TME and to reach the tumor. Once there, they need to bypass the strong 
immunosuppressive and complex TME that downregulates their activity, expansion, and persistence at the 
tumor site. To face those challenges, additional engineering of CAR T-cells to endow them with novel 
attributes and functionalities necessary to overcome the TME is required.
iii) Another limitation is related to the source of CAR T-cells. The majority of CAR T-cell therapies in clinical 
testing worldwide, including the marketed products, are autologous in nature which means that the CAR T-
cells are produced from patient-derived T-cells. Specifically, T- cells are harvested from the patient's blood 
using a procedure known as leukapheresis, after which the cells are genetically modified and then 
administered back to the patient via intravenous infusion in the bloodstream. This custom-made cell 
production is very expensive, requires complex patient-specific manufacturing with a failure rate between 2-
10% in the commercial setting, has limited scalability, and shows a large variability in quality between 
patients due to the patient’s prior treatment and disease history which makes it difficult to predict the potency 
of the T-cells. Additionally, the delay in treatment initiation due to the time needed for the manufacturing 
process (weeks to months) can be particularly problematic in patients with rapidly progressing disease. 
Moreover, there is a logistical challenge in shipping cells back and forth between the treatment site and cell 
production facilities, which usually follows a centralized manufacturing model, meaning that patients with 
advanced diseases have a significant possibility of disease progression before they receive the CAR T-cells. 
The development of allogeneic, ‘off-the-shelf’ CAR T- cells allows to overcome many of these limitations, 
contributing to scalability and direct access to CAR T-cell therapies.
Allogeneic CAR T-cells are manufactured from blood collected from healthy donors after which the cells can 
be stored frozen until a patient requires treatment. Hence, allogeneic CAR T-cells are available on demand 
and lack the variability inherent in autologous CAR T-cells. Whilst attractive, the main downside of the 
allogeneic approach is the risk of potential life-threatening toxicity called “graft-versus-host disease” (GvHD) 
that is mediated by recognition of the patient’s healthy tissues by the T-cell receptor (TCR) present on the 
surface of allogeneic CAR T-cells. To minimize this risk, the manufacturing process of allogeneic CAR T-cell 
therapies include an engineering step that aims to eliminate or blunt the signaling or the expression of the 
TCR using specific technology. As a result, the engineered allogeneic CAR T-cells fail to recognize the 
patient’s healthy tissue as foreign, preventing GvHD.
Of late, current research efforts to prevent GvHD have been focused on gene editing technologies to enable 
the genome-level ablation of components of the TCR. Several gene-edited allogeneic CAR T-cell candidates 
are currently being evaluated in human clinical trials in B-cell malignancies, with some preliminary success. 
However, off-target editing remains a concern for developers and regulators because the safety risks 
associated with genetic disruptions that may lead to unintended, irreversible off-target genetic alterations 
(i.e. off-target DNA cleavages, mutations, or chromosomal rearrangements) are significant. Moreover, 
practical hurdles (i.e. lengthy and difficult technical process to engineer multiple gene editing, an inefficient 
production characterized with lower yield as the number of edits increase, etc.) to delivering a gene-edited 
T-cell product remain.
1.2
Our Strategy 
Our activities are based on three main pillars:
•
The development of CAR T-cells based on targets expressed in a vast majority of tumor 
indications aims to provide a treatment option to a broad patient population. Celyad Oncology has 
developed several CAR T-cell product candidates based on the natural killer group 2D (NKG2D), a 
receptor that is expressed on natural killer (NK) and T-cells and binds to eight stress-induced 
ligands broadly expressed on tumor cells in most solid tumors and hematological malignancies. 
Two autologous product candidates, CYAD-01 and CYAD-02, and the allogeneic counterpart of 

 
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CYAD-01, CYAD-101, had been evaluated in clinical trials between 2016 and 2022 to provide proof-
of-concept of the NKG2D-based approach. All data collected had shown an acceptable safety 
profile and some clinical activity was observed in acute myeloid leukemia, myelodysplastic 
syndrome, and colorectal cancer patients. Based on what we learned from the clinical data, we are 
now focusing on the development of the next-generation NKG2D-based CAR T-cells with the goal 
to overcome the immune escape often seen with classical single-target approaches. In parallel, we 
are developing CAR T-cell candidates targeting B7-H6, which is a ligand of another receptor 
expressed on NK cells, namely NKp30.
•
The development of a proprietary non-gene editing technology platform based on 
multiplexing of short hairpin ribonucleic acid (shRNAs)-derived sequences into a chimeric 
microRNA (miRNA) scaffold to design next-generation CAR T-cells. shRNAs are small pieces of 
non-coding RNAs that downregulate gene expression post-transcriptionally. This downregulation 
allows for effective silencing of specific targets, without gene manipulation. Proof-of-concept of this 
proprietary technology has been provided via clinical evaluation of two of our CAR T-cell candidates 
including: i) an allogeneic BCMA-targeting CAR T-cell candidate (CYAD-211), where the propriety 
technology was used to target CD3ζ to knock-down the TCR complex, and ii) an autologous 
NKG2D-based CAR T-cell candidate (CYAD-02), where the propriety technology was used to target 
the NKG2D ligands (NKG2DL) MICA/B to prevent cell fratricide and improve cell persistence. While 
the knock-down of a single target has its benefits, the real potential of our technology relies in the 
multiplexing and the simultaneous knock-down of multiple targets in the same cell. For instance, 
multiple modifications are required to overcome the immunosuppressive TME and enhance cell 
persistence, and the immune checkpoints PD-1, LAG3, TIM3, and TIGIT are all obvious targets to 
overcome cellular exhaustion. Furthermore, to increase cell persistence of allogeneic CAR T-cells, 
rejection of the cells by the patient’s immune system must be avoided which requires 
downregulation of the genes encoding the human leukocyte antigen (HLA)-I and II. Therefore, we 
have lately focused on the engineering of a novel miRNA-based scaffold where multiple shRNAs 
can be inserted into a single construct, allowing simultaneous downregulation of multiple target 
genes. 
•
In addition, the Company has compiled a fundamental and broad Intellectual Property (IP) 
portfolio that controls key aspects of the development of allogeneic and NK receptor-based 
therapies.

 
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1.3
What differentiates Celyad Oncology? 
The level of activity in the CAR T-cell landscape across the globe has expended rapidly over the last few 
years. The challenges in immuno-oncology are significant. Most tumors develop undetected over years, fine 
tuning their capacity to resist treatment, before exploding with clinically relevant disease that rapidly 
overcomes standard treatment paradigms. Immune-based therapies, including CAR T-cell therapies, are 
now delivering clinically relevant responses in certain, limited malignancies. The hope is that this initial 
clinical success with CAR T-cell therapy can be further developed to be effective against a much broader 
range of cancer.
Scientific progress within the field of cancer immunotherapy has led to twelve CAR T-cell therapy approvals 
by different authorities, including :
•
The CD19-specific CART T-cell products: Kymriah (tisagenlecleucel) developed by Novartis 
Pharmaceuticals, Yescarta (axicabtagene ciloleucel) developed by Kite Pharma/Gilead, 
Tecartus (brexucabtagene autoleucel) developed by Kite Pharma/Gilead, Breyanzi 
(lisocabtagene maraleucel) developed by Juno Therapeutics/Celgene/Bristol Myers Squibb, 
Aucatzyl (obecabtagene autoleucel) developed by Autolus, Carteyva (Relmacabtagene 
autoleucel) developed by JW Therapeutics, Yuanruida (Inaticabtagene autoleucel) developed 
by CASI Pharmaceuticals and Juventas Cell Therapy and Actalycabtagene autoleucel 
developed by ImmunoACT. 
•
The BCMA-specific CAR T-cell products: Abecma (idecabtagene vicleucel) developed by 
Bluebird/Celgene/Bristol Myers Squibb, Carvykti (Ciltacabtagene autoleucel) developed by 
Legend Biotech/Janssen Biotech,
•
Fucaso (Equecabtagene Autoleucel) developed by Innovent Biologics/Nanjing IASO 
Biotherapeutics, and Zevorcabtagene autoleucel developed by CARsgen Therapeutics
While Carteyva, Yuanruida Zevorcabtagene autoleucel and Fucaso,have been approved only in China, and 
Actalycabtagene autoleucel was approved only in India, all the other seven therapies have been approved 
in the U.S. by the FDA and in Europe by the EMA and in other countries. In addition, ARI-0001 (CART19-
BE-01), developed at Hospital Clínic de Barcelona (Spain), received authorization from the Spanish Agency 
of Medicines and Medical Devices under the “hospital exemption” approval pathway.
These historic approvals have driven CAR T-cell funding to new heights and CAR T-cell market is expected 
to potentially generate substantial market value within the next five years.

 
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Figure 1: CAR T-cell market increase
As of the date of this Annual Report, our competitors within the adoptive cell therapy landscape, include but 
is not limited to  Adicet Bio, Inc, Adaptimmune Therapeutics plc, Antion Biosciences, Arsenal Biosciences, 
Allogene Therapeutics Inc., Arcellx, Inc., Atara Biotherapeutics, Inc., Autolus Therapeutics plc, Beam 
Therapeutics Inc., Bellicum Pharmaceuticals, Inc., Caribou Biosciences, Inc., CARsgen Therapeutics Co. 
Ltd., Cellectis S.A., Cellular Biomedicine Group, Celularity, Inc., Century Therapeutics, Inc., CRISPR 
Therapeutics, Inc., Editas Medicines, Inc, Fate Therapeutics, Inc., Galapagos NV., Gracell Biotechnologies 
Inc.(acquired by Astra Zenecca), Legend Biotech USA, Inc., Leucid Bio, Lyell Immunopharma, Inc., Mustang 
Bio, Inc., Nkarta Therapeutics, Inc., Poseida Therapeutics, Inc. (acquired by Roche), Precision Biosciences, 
Inc., Sana Biotechnology, Inc., and Tmunity Therapeutics, Inc. (acquired by Kite/Gilead).

 
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The multibillion-dollar CAR T-cell therapy market would not have been possible without the remarkable 
efficacy of the early CAR T-cell therapies in treating several types of blood cancers. Ranging from small 
start-ups to very large companies, CAR T-cell companies are proliferating in all healthcare markets 
worldwide.
As stated above (see Section 1.1), all approved CAR T-cell products are directed against antigens specific 
to a very limited number of B-cell malignancies (i.e. CD19 and BCMA) in which those approaches have 
shown durable clinical benefit. However, CAR T-cell therapy has yet to show similar clinical efficacy for other 
malignancies, including solid cancer indications. Moreover, all approved products are of autologous origin, 
which comes with a number of limitations including manufacturing and timing constraints, which are not 
appropriate for broad indications.
Our expertise in oncology, our proprietary technologies, and our differentiated approach to developing 
innovative technologies for CAR T-cell therapies is providing the tools with which to tackle some of the 
challenges, including the difficulty of targeting a broad array of hematological and solid tumors. Our solutions 
include:
•
The development of CAR T-cells based on targets expressed in a vast majority of tumor 
indications to provide a treatment option to a broad patient population. 
As mentioned in Section 1.2, we are currently developing several technologies and future CAR T-
cell candidates by exploring underestimated targets including NKG2D ligands and B7-H6. This 
would allow to target a broad range of cancers including solid cancer indications and other 
hematological indications for which no validated target exists as of today. In addition, we are also 
exploring multi-targeting approaches, which could be used to decrease risk of relapse or resistance 
often observed with traditional single-targeting CAR T approaches (See Section 1.4).
•
The development of a proprietary non-gene editing technology platform based on 
multiplexing of shRNA-derived sequences into a chimeric miRNA scaffold to design next-
generation CAR T-cells.
As mentioned in Section 1.2, we previously validated the use of our proprietary miRNA-based 
shRNA technology as a novel platform through two clinical candidates, CYAD-211 and CYAD-02. 
The initial clinical validation of this technology has provided an important milestone event for the 
Company. The power and versatility of the miRNA-based shRNA platform, including the ability to 
multiplex and modulate the levels of gene expression, which allows to optimize CAR T-cell features, 
persistence, efficacy or ability to evade complex or immunosuppressive tumor microenvironments, 
for both allogeneic or autologous products, continues to demonstrate and support its strength, 
value, and potential differentiation within the cell therapy landscape (see Section 1.4). Importantly, 
the miRNA-based shRNA platform can be used with an all-in-one vector approach, meaning that a 
single vector is used to generate CAR T-cells which allows simplifying the design and development 
of our CAR T-cell therapy candidates. The all-in-one vector encodes multiple components of the 
CAR construct simultaneously, including the CAR, one or several shRNAs targeting genes involved 
in alloreactivity, cell persistence, anti-tumor activity or the ability to evade the complex and 
immunosuppressive TME as well as a cell selection marker used to enrich the manufactured cells 
and potential therapeutic “add-ons” such as cytokines. This single transduction, plug-and-play 
approach has the potential to streamline process development and manufacturing while broadening 
the potential applicability of our CAR T-cell therapy candidates.
Through these approaches, we are proposing different solutions, tackling the major current limitations of 
CAR T-cell therapies as detailed in Section 1.1.
More recently, a number of studies have built on the success of CAR T-cell therapy in cancer to branch out 
to other disease areas such as cardiometabolic disorders, autoimmune disease, fibrosis, cellular 
senescence and infectious pathologies. Since October 2023, promising results have emerged from clinical 
trials of CD19-specific CAR T-cells in patients with various B cell-mediated autoimmune diseases including 
systemic lupus erythematosus, idiopathic inflammatory myopathy, systemic sclerosis, neuromyelitis optica 

 
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spectrum disorder, myasthenia gravis and multiple sclerosis. The potential of cell therapy to reset the 
immune system and provide long-term, drug-free remissions for patients has sparked significant investor 
and industry interest in the use of CAR T-cells for autoimmune disorders since then.
In this context, it is important to mention that the miRNA-based shRNA platform currently developed at 
Celyad Oncology, as well as the targets that we are exploring, could be eventually extended beyond cancer 
indications. We therefore strongly believe our differentiated strategy could pave the way to a new era of cell 
therapies.
1.4
Our Activities and R&D 
shRNA non-gene-edited technology using a chimeric miRNA cluster platform
shRNA is a dynamic, innovative technology that allows, among others, for the development of allogeneic 
CAR T-cells through the modulation of genes encoding the TCR without the need for gene editing. Beyond 
its use to generate allogeneic cell therapies, shRNA can be used to modulate other genes, including 
essential functional genes and genes whose partial expression is required to provide broad therapeutic 
functionalities. We are currently engineering T-cells for specific desired features, including increased 
persistence, enhanced anti-tumor activity, ability to evade complex or immunosuppressive TME, or 
potentially improved tolerability of the CAR T-cell candidate. We believe that shRNA-based knockdown using 
a chimeric micro-RNA (miRNA) cluster platform offers us the ability to design and develop next-generation, 
non-gene-edited allogeneic CAR T-cell therapies with any CAR across a broad array of targets.
Next to the ability to downregulate the target (or targets) of interest, the dynamic range achievable with the 
shRNA multiplexed platform allows that the expression of each candidate protein can be modulated 
independently. This is of importance in instances where a reduction in the protein expression is of benefit 
rather than a complete removal of the protein expression. There are multiple proteins within T-cells that play 
crucial roles in the skewing of T-cell functionality, efficacy, persistence, and survival that need to be down-
tuned rather than simply removed. This is, for example, the case for the HLA class I protein. Specifically, 
removal of this protein leads to recognition of the cells by the patient’s NK cells, which in turn will lead to low 
cell persistence. Modulating the protein expression to an extent that it is no longer targeted by NK cells can 
help the engineered cells to evade the patient’s immune system.
We are currently focusing on multiplexing the miRNA-based shRNA technology to enable targeting of 
multiple targets simultaneously using our all-in-one vector system. This is of great importance, as targeting 
a single gene is of limited use in most cases. For example and especially in the context of solid tumors, 
immune checkpoint inhibitors, encompassing a group of multiple receptors that include PD-1, LAG-3 and 
many others, are important targets for downregulation – since it has been shown that multiple tumors express 
the ligands of these receptors. As immune checkpoint inhibitors can suppress T-cell cytotoxicity, they could 
be involved in the inhibition of CAR T-cell responses or other T-cell mediated responses. The large number 
of target genes that can be downregulated simultaneously makes these perfect candidate targets for our 
miRNA-based shRNA technology.
During 2024, we have collected and presented data validating our miRNA-based shRNA multiplexing 
approach:
•
Last year, we introduced a miRNA-based shRNA platform capable of targeting up to four genes 
simultaneously. This year, we further advanced this technology by expanding the platform to a 
5-plex system. The novel chimeric cluster demonstrated high efficiency in knocking down five 
highly relevant genes in CAR T-cells simultaneously. Notably, our non-gene editing technology 
enabled independent modulation of each target gene to achieve the desired expression levels, 
thus fine-tuning the functional outcomes based on the specific biology of each target.    
•
We demonstrated the feasibility and effectiveness of our multiplex approach to improve 
allogeneic CAR T-cell viability by avoiding graft-versus-host disease (GvHD) via knocking down 
of CD3ζ, avoiding host-versus-graft (HvG) reaction and promoting cell persistence via knocking-

 
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down of  β2M and CIITA, and avoiding CD95L-induced apoptosis via knocking-down of CD95. 
Additionally, we further demonstrated the feasibility of this platform to withstand the 
immunosuppressive TME by knocking-down three different immune checkpoint inhibitors (PD-
1, LAG-3 and TIM3) as well as CD95 to avoid CD95L-induced apoptosis. Lastly, we  modulated 
the cytokine secretion of cytokines like TNF-α, IFN-γ and GM-CSF, as a way to reduce the risk 
of CAR T-cell-related toxicity, and cytokine release syndrome, thus enhancing CAR T-cell 
safety.  
•
Data were presented at the 7th European CAR-TCR summit in London, UK (February 27-29, 
2024), at the American Society of Gene & Cell Therapy (ASGCT) congress in Baltimore (May 
7-11, 2024), at the recent insights into Immuno-Oncology in Antwerp Belgium (May 30-31, 
2024), at the 6th Allogeneic Cell therapies summit in Boston (June 10-12, 2024), at the 
Advanced Therapies Europe in Estoril, Portugal (September 10-12, 2024), the 9thCAR-TCR 
summit in Boston (September 17-20, 2024) and at the 39thAnnual meeting of the society for 
immunotherapy of cancer (SITC) in Houston (November 6-10, 2024).        
•
We also published one reviews highlighting the interest in non-gene editing technologies for 
allogeneic CAR T-cell therapies in Cells (Cells 2024;13(2):146) and one review providing an 
overview of all engineering strategies to safely drive CAR T-cells into the future in Frontiers in 
Immunology (Front Immunol. 2024:15:1411393).
NKG2D-based CAR T-cells and Multi-specific CAR T-cell platform
As mentioned above, targeting a single antigen by CAR T-cells can be problematic in certain hematological 
malignancies, and efficacy has not yet been demonstrated in solid tumors. The reasons behind the possible 
failure of single targeting CAR T-cells are multi-factorial including but not limited to the immunosuppressive 
TME, and antigen escape or loss. With a multi-specific CAR, several antigens can be targeted 
simultaneously by the same CAR so that if one antigen is lost, there are still other antigens that can be 
recognized by the CAR resulting in lysis of the cancer cells.
We therefore developed a multi-targeting CAR platform that focuses on the NKG2D receptor. As the NKG2D 
receptor specifically targets NKG2D ligands (NKG2DL) of which the expression is induced by different stress 
situations, the multi-specific strategy based on NKG2D is different from multi-specific CAR T-cells where 
similar antigens (or lineage antigens) are targeted such as CD19 and CD20, and it is not limited to only one 
specific tumor indication. Hence, the application of NKG2D-based multi-specific CAR T-cells is suitable not 
only in situations where antigen escape and/or loss may occur, but also in situations where multiple organs 
are affected, which is for instance the case in metastatic and advanced solid cancers. These malignancies 
are very difficult to target with conventional means, and use of an NKG2D-based multi-targeting CAR 
platform may offer a key alternative.
During 2024, we have collected and presented data validating our multi-specific CAR T-cell platform:  
•
We have developed PSMA/NKG2DL tandem CAR T-cells, that encompass the extracellular 
domain of the natural NKG2D receptor fused to an anti-PSMA CAR to overcome antigen 
heterogeneity and improve anti-tumor efficacy against prostate cancer and demonstrated these 
CAR constructs are fully functional in vitro against prostate cancer cell lines that are positive or 
negative for the tumor-associated antigen PSMA. In vivo data confirmed the superiority of both 
PSMA/NKG2DL tandem CAR T-cells and NKG2DL single CAR T-cells over PSMA single CAR 
T-cells in a heterogeneous model of prostate cancer. These data provide a proof-of-concept that 
NKG2DL are valuable targets in a multispecific CAR approach to treat solid cancer indications;   
•
We also provided in vivo proof-of-concept of our CD19/NKG2DL tandem CAR T-cell candidate 
in a B-ALL relapse model,  showing that our multi-specific CAR T-cell candidate has an 
enhanced anti-tumor efficacy in a lymphoma model of antigen-loss as compared to currently 
existing treatment options.
•
Data were presented at the 7th European CAR-TCR summit in London, UK (February 27-29, 
2024), the ASGCT congress in Baltimore (May 7-11, 2024), at the Recent Insights into Immuno-
Oncology, VIB conference in Antwerp (May 30-31, 2024), the 6th Allogeneic Cell therapies 
summit in Boston (June 10-12, 2024), At the advanced Therapies Europe in Estoril, Portugal 
(September 10-12, 2024), The 9th CAR-TCR summit in Boston (September 17-20, 2024) and at 

 
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the 39th Annual meeting of the society for immunotherapy of cancer (SITC) in Houston 
(November 6-10, 2024).
B7-H6 targeting CAR T-cells
In addition, we previously developed preclinical-stage CAR T-cell candidates targeting B7-H6, which is a 
ligand of another receptor expressed on NK cells, namely NKp30, and are interested in finding a suitable 
partner to advance one or more of these candidates into human clinical studies. 
1.5
Clinical Programs
From 2017, Celyad Oncology investigated a diversified pipeline of allogeneic and autologous CAR T 
candidates in several studies. Several patients evaluated in those studies are still in their long-term safety 
follow-up period and monitored annually.
The CYAD-101-002 trial designed to evaluate CYAD-101 following FOLFOX preconditioning chemotherapy, 
followed with anti-PD1 therapy, in refractory mCRC patients with MSS / pMMR disease and the THINK trial, 
designed to evaluate CYAD-01 in refractory patients with solid tumors or hematological malignancies, were 
both closed in 2024. As of December 31, 2024, 7 patients remains in long-term safety follow-up in the Phase 
1 IMMUNICY-1 trial evaluating CYAD-211, an investigational non-gene edited allogeneic CAR T-cell 
candidate engineered to co-express a BCMA chimeric antigen receptor and a single shRNA hairpin which 
interferes with the expression of the CD3ζ component of the TCR complex.
1.6
Licensing and Collaboration Agreements
•
Celdara
Background
In January 2015, we entered into an agreement with Celdara Medical, LLC, or Celdara in which we 
purchased all outstanding membership interests of OnCyte, LLC, or OnCyte. In connection with this 
transaction, we entered into an asset purchase agreement to which Celdara sold to OnCyte certain data, 
protocols, regulatory documents and intellectual property, including the rights and obligations under two 
license agreements between OnCyte and The Trustees of Dartmouth College, or Dartmouth, related to our 
CAR T development programs. 
In March 2018, we dissolved the affairs of our wholly owned subsidiary OnCyte. As a result of the dissolution 
of OnCyte, all the assets and liabilities of OnCyte were fully distributed to us including our license agreement 
with Dartmouth.
Amended Asset Purchase Agreement
In August 2017, we entered into an amendment to the asset purchase agreement described above. In 
connection with this amendment, the following payments were made to Celdara: (i) an amount in cash equal 
to $10.5 million, (ii) newly issued shares of Celyad valued at $12.5 million, (iii) an amount in cash equal to 
$6.0 million in full satisfaction of any payments owed to Celdara in connection with a clinical milestone related 
to our CAR T NKR-2 product candidate, (iv) an amount in cash equal to $0.6 million in full satisfaction of any 
payments owed to Celdara in connection with our license agreement with Novartis International 
Pharmaceutical Ltd., and (v) an amount in cash equal to $0.9 million in full satisfaction of any payments 
owed to Celdara in connection with our former license agreement with Ono Pharmaceutical Co., Ltd.

 
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Under the amended asset purchase agreement, we are obligated to make certain development-based 
milestone payments to Celdara up to $40.0 million, certain development-based milestone payments up to 
$36.5 million and certain sales-based milestone payments up to $156.0 million. We are required to make 
tiered single-digit royalty payments to Celdara in connection with the sales of CAR T products, subject to 
reduction in countries in which there is no patent coverage for the applicable product or in the event Celyad 
is required to secure licenses from third parties to commercialize the applicable product. We are also 
required to pay Celdara a percentage of sublicense income, including royalty payments, for each sublicense 
ranging from the mid-single digits to the mid-twenties, depending on which of a specified list of clinical and 
regulatory milestones the applicable product has achieved at the time the sublicense is executed. We are 
required to pay Celdara a single-digit percentage of any research and development funding received by us, 
not to exceed $7.5 million for each product group. We can opt out of the development of any product if the 
data does not meet the scientific criteria of success. We may also opt out of development of any product for 
any other reason upon payment of a termination fee of $2.0 million to Celdara.
The Trustees of Dartmouth College (“Dartmouth”)
As described above, as a result of our acquisition of all of the outstanding membership interests of OnCyte 
and the asset purchase agreement among us, Celdara and OnCyte, OnCyte became our wholly-owned 
subsidiary and acquired certain data, protocols, regulatory documents and intellectual property, including 
the rights and obligations under two license agreements between OnCyte and Dartmouth. The first of these 
two license agreements concerned patent rights related, in part, to methods for treating cancer involving 
chimeric NK and NKP30 receptor targeted therapeutics and T cell receptor-deficient T cell compositions in 
treating tumor, infection, GVHD, transplant and radiation sickness, or the “CAR T License”, and the second 
of these two license agreements concerned patent rights related, in part, to anti-B7-H6 antibody, fusion 
proteins and methods of using the same, or the “B7H6 License”. 
In August 2017, we and Dartmouth entered into an amendment agreement in order to combine our rights 
under B7H6 License with our rights under the CAR T License (the “Agreement”), resulting in the termination 
of the B7H6 License, and in order to make certain other changes to the Agreement. Under this Agreement, 
Dartmouth granted us an exclusive, worldwide, royalty-bearing license to certain know-how and patent 
rights. Dartmouth reserves the right to use the licensed patent rights and licensed know-how, in the same 
field, for education and research purposes only. In consideration for the rights granted to us under the 
Agreement, we agreed to pay to Dartmouth (i) an annual license fee, (ii) a low single-digit royalty based on 
annual net sales of the licensed products and platforms, (iii) a percentage of sublicense income, including 
royalty payments, for each product sublicense and each platform sublicense, (iv) certain clinical and 
regulatory milestone payments, and (v) a commercial milestone payment. Additionally, the Agreement 
required Celyad to exploit the licensed products and to meet certain developmental and regulatory 
milestones. We are responsible for all expenses in connection with the preparation, filing, prosecution and 
maintenance of the patents covered under the agreement. 
This Agreement was further amended in December 2021, to postpone certain royalty payments, add 
protective provisions of any sublicenses and an additional non-refundable, non-creditable sublicense fee to 
be paid on an annual basis to Dartmouth. 
In February 2025, Dartmouth and Celyad entered into an amended and restated exclusive license agreement 
(“Restated License”), which restates and amends the aforementioned Agreement in order to consolidate this 
Agreement and all its amendments into one license, and to make some changes to the payment terms. The 
Restated License suppressed certain commercial milestone payments and the development and regulatory 
milestone obligations imposed on Celyad. In connection with the Restated License, Celyad agreed to pay 
Dartmouth a non-refundable and non-creditable execution fee. 
•
Novartis

 
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On May 1st, 2017, we entered into a non-exclusive license agreement with Novartis International AG, or 
Novartis, regarding U.S. patents related to allogeneic CAR T-cells. The agreement includes our intellectual 
property rights under U.S. Patent No. 9,181,527. This agreement is related to two undisclosed targets 
currently under development by Novartis. Under the terms of the agreement, we received an upfront payment 
of $4.0 million and are eligible to receive additional milestone payments in aggregate amounts of up to $92.0 
million. In addition, we are eligible to receive royalties based on net sales of the licensed target associated 
products at percentages in the single digits. We retain all rights to grant further licenses to third parties for 
the use of allogeneic CAR T-cells.
•
Horizon Discovery / PerkinElmer
In April and June 2018, we signed two research and development collaboration and license agreements with 
Horizon Discovery Group plc, or Horizon, to evaluate the utility of Horizon’s SMART vector shRNA reagents 
to reduce expression of one or more defined targets in connection with the development of our product 
candidates. The first agreement was focused on targets related to our autologous CAR T candidate, CYAD-
02.  The second agreement was focused on targets related to our allogenic CAR T product candidate CYAD-
211 and one pre-clinical allogenic product candidate not yet publicly announced, called CYAD-203. 
In December 2018, we exercised our option to convert the second agreement into an exclusive license 
agreement, in connection with which we paid Horizon an up-front payment of $1 million. In September 2019, 
we exercised our option to convert the first agreement into an exclusive license agreement, in connection 
with which we have paid Horizon an up-front payment of $0.1 million and an additional milestone of $0.1 
million for the first IND filed by us for CYAD-02.  In September 2020, we paid an additional milestone of $0.2 
million for the first IND filed by us for CYAD-211.  
Under these exclusive license agreements combined, Horizon is eligible to receive additional milestone 
payments in development, regulatory and commercial milestone payments, in addition to low single digit 
royalties on net sales, subject to customary reductions.
In December 2020, Horizon Discovery was acquired by PerkinElmer, Inc. (Horizon/PKI).
In 2021, Horizon/PKI informed us they believe we are in material breach of these agreements as a result of 
certain disclosures we have made in connection with our obligations as a publicly traded company in the 
United States and Belgium, although they have not formally delivered to us a notice of material breach or 
termination. We believe any such assertion of material breach would be without merit and we would expect 
to vigorously defend any such notice of material breach. Any dispute under these agreements would be 
subject to arbitration in The Hague under the International Chamber of Commerce Rules.  Celyad and 
Horizon/PKI were discussing a framework of solution to settle this matter and the last exchange with 
Horizon/PKI occured in January 2023 without having any update since then.
Of note, we have filed patent applications which, if issued, would cover other aspects of the product 
candidates described above as well as products developed by third parties that deploy similar technology 
and targets.  These patent applications encompass the downregulation of one or more of the targets covered 
under the Horizon/PKI agreements, the use of shRNA to downregulate such targets in immune cells and the 
combination of shRNAs with a chimeric antigen receptor in immune cells.  We are also developing a second 
generation miRNA-based shRNA platform that does not incorporate any of the Horizon Discovery/Perkin 
Elmer, Inc. technology described above.  
•
Mesoblast
On May 8, 2018, we entered into an exclusive license agreement with Mesoblast, an Australian 
biotechnology company, to develop and commercialize our intellectual property rights relating to C-Cathez®, 
an intra-myocardial injection catheter, related to our former cardiovascular business, for which Mesoblast 
has paid to Celyad an upfront fee of $1,000,000. In addition to the upfront fee, Celyad may be eligible for up 

 
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to $20,000,000 in clinical, regulatory, and commercial milestone payments payable in cash or, for certain 
milestones, in Mesoblast shares.  
On January 17, 2022, we entered into an amendment with Mesoblast to convert the license into non-
exclusive, to remove the termination fee of $2,500,000 from Mesoblast and to extend certain payments 
milestones. In consideration for this amendment, Mesoblast agreed to pay to Celyad $1,500,000 in 
Mesoblast ordinary shares.
•
Fortress Group
On December 2, 2021, the Company entered into a Subscription Agreement (the “Subscription Agreement”) 
with CFIP CLYD LLC (“Fortress”), an affiliate of Fortress Investment Group, pursuant to which the Company 
agreed to sell to Fortress, in an unregistered offering, an aggregate of 6,500,000 ordinary shares at a 
purchase price of $5.00 per share (the “Private Placement”). The Private Placement closed on December 8, 
2021, and resulted in the receipt of gross proceeds of approximately $32,500,000. In connection with the 
Subscription Agreement, the Company also entered into a Shareholders’ Rights Agreement (the 
“Shareholders’ Rights Agreement”) with Fortress, pursuant to which Fortress (i) has the right to select two 
individuals to be, at Fortress’s option, either members of Celyad’s Board of Directors or non-voting observers 
of the Board, so long as Fortress continues to hold at least 10% of Celyad’s outstanding ordinary shares; 
and (ii) received a right of first offer on any new indebtedness to be incurred by Celyad and a pro rata right 
of first refusal on any new equity securities to be issued by Celyad, as well as customary registration 
rights.  The Company also granted Fortress certain protective provisions related to Celyad’s intellectual 
property portfolio.  
On August 24, 2023 Fortress, through its subsidiary CFIP CLYD (UK) Limited, committed to subscribe for 
an additional aggregate amount of €8,506,500.08 in capital increase of the Company. This amount was 
subscribed in two steps: (a) 1,454,808 new shares were subscribed by Fortress on September 4, 2023, for 
a subscription amount of €756,500.16, in the framework of the authorised capital and (b) 14,903,846 new 
shares were subscribed by Fortress on November 14, 2023, for a subscription amount of €7,749,999.92, in 
the framework of a capital increase approved by the shareholders’ meeting. 
In the framework of this investment, Fortress, through its subsidiary CFIP CLYD (UK) Limited, and the 
Company have entered into an amended and restated shareholders’ rights agreement on September 4, 
2023 (“Amended and Restated Shareholders’ Rights Agreement”), which amends and restates the existing 
Shareholders’ Rights Agreement dated 2 December 2021 (referred to above). Pursuant to this Amended 
and Restated Shareholders’ Rights Agreement, (i) Fortress has been subject to a customary lock-up 
obligation of 45 days starting on September 4, 2023, (ii) Fortress received a right of first offer on any new 
indebtedness to be incurred by Celyad and a pro rata right of first refusal on any new equity securities to be 
issued by Celyad, as well as customary registration rights, (iii) for so long as Fortress holds a majority of the 
Company’s shares, it will have the right to nominate a number of individuals to be appointed as directors 
and representing a majority of Celyad’s board of directors, for so long as Fortress holds at least 30% of the 
Company’s shares, it will have the right to nominate a number of candidates to Celyad’s board of directors 
equal to the greater of (a) four and (b) a percentage of the board members equal to its ownership percentage 
rounded up to the nearest whole number (but not a majority), and for so long as Fortress holds at least 10% 
of the Company’s shares, it will have the right to nominate three individuals to be appointed as directors; in 
each event, Fortress Credit Advisors LLC or its designee shall have the further right to select one individual 
to be a non-voting observer of the board of directors of the Company, (iv) Fortress was provided with certain 
protective provisions related to Celyad’s intellectual property portfolio and (v)  as long as Fortress holds in 
the aggregate at least 10% oof the then outstanding Company’s shares, certain amendments to the 
Company’s articles of association or other transactions affecting Fortress’ rights will be subject to its prior 
approval.
Pursuant to the Amended and Restated Shareholders’ Right Agreement, until Fortress own in the aggregate 
less than 10% of the outstanding shares of the Company for more than thirty (30) consecutive days, the 
Company and its subsidiaries shall not, directly or indirectly, without the consent of Fortress, (i) incur or issue 

 
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any indebtedness that would encumber any intellectual property of the Company or any of its subsidiaries, 
(ii) issue (x) any share, (y) any other security, financial instrument, certificate or other right (including options, 
futures, swaps and other derivatives) representing, being exercisable, convertible or exchangeable into or 
for, or otherwise providing a right to acquire, directly or indirectly, any of the foregoing or (z) any other security 
or financial instrument the value of which is based on any of the foregoing (each of (x), (y) and (z), an Equity 
Security) of the Company that are senior to the ordinary shares with respect to the right to receive (x) 
dividends or other distributions to shareholders or (y) proceeds in the event of the liquidation, dissolution or 
winding-up of the Company (including for such purposes in connection with any change of control 
transaction), (iii) alter, amend or change the rights, preference or privileges of the ordinary shares, including 
in connection with any reclassification, recapitalization, reorganization or restructuring, (iv) recommend, 
directly or indirectly, or take any other action to (A) increase or decrease the size of the board of directors of 
the Company or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee any person 
other than a Fortress Designee[1] ,(v) make any proposal to amend, repeal or otherwise modify any provision 
of the articles of association that would be reasonably expected to adversely affect the interests of Fortress 
or (vi) make any proposal to modify the rights of any Equity Securities of the Company in a manner adverse 
to Fortress. The requirement described above shall expire once the Fortress Shareholders (which shall have 
the meaning ascribed to it in the Amended and Restated Shareholders’ Rights Agreement) own in aggregate 
less than 10% of the outstanding shares for more than thirty (30) consecutive days.
[1] “Fortress Designee” means any person identified by Fortress Credit Advisors LLC or its designee from time to time in accordance 
with the provisions of this Agreement and reasonably acceptable to Celyad. 
•
Tolefi
On September 4, 2023, 1,913,462 new shares were subscribed by Tolefi for a total amount of EUR 995,000 
within the framework of the authorized capital. 
As part of Tolefi’s investment, Tolefi and the Company entered on September 4, 2023, into a subscription 
agreement and into a shareholders’ rights agreement. Pursuant to the shareholders’ rights agreement, Tolefi 
(i) has been subject to a customary lock-up obligation of 45 days starting on September 4, 2023, (ii) for so 
long as Tolefi holds in the aggregate at least 5% of the then outstanding Company’s shares, it will benefit 
from a right to participate with respect to its pro rata portion of any new indebtedness to be incurred by 
Celyad from Fortress and a right to purchase its pro rata portion of any new equity securities to be issued 
by Celyad, (iii) as long as Tolefi holds in the aggregate at least 5% of the then outstanding shares of the 
Company, it will have the right to nominate one individual to be appointed as member of Celyad’s board of 
directors, and (iv) for a period of up to seven years and as long as Tolefi holds in the aggregate 5% or more 
of the then outstanding Company’s shares, Tolefi may request that certain board decisions (such as the use 
of authorized capital, certain intellectual property transactions, certain indebtedness or off balance sheet 
transactions and certain acquisitions) be subject to a 72.5% board majority for approval. 

 
2024 Annual Report
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0
1.7
Our shareholding structure
1.8
Post balance sheet events
On February 2025, the Company and Dartmouth entered into an amended and restated exclusive license 
agreement (“Restated License”) in order to consolidate their exclusive license agreement and all its 
amendments into one license, and to make some changes to the payment terms. Reference is made to 
section 1.6 “Licensing and Collaboration Agreements” for more details on this Restated License.
1.9
Our capital expenditures
The Company’s actual capital expenditures excluding impact of recognition of right-of-use assets for the 
years ended December 31, 2023, and 2024 amounted to €0.9 million and €0.0 million, respectively. The 
capital expenditures of 2023 primarily consisted of the acquisition of laboratory equipment and the 
refurbishment of its new research and development laboratories and its corporate offices located in Belgium 
after their relocation.  No capital expenditures in 2024. The Company expects its capital expenditures to 
remain non material for 2025 and beyond.

 
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1
1.10.
Financial review of the year ending December 31, 2024
1.10.1.
Analysis of the consolidated income statement
The table below sets forth the Group’s consolidated income statement, ending up with a €5.8 million loss for 
the year ended December 31, 2024, and comparative information for the year 2023.
(€'000)
For the year ended December 31,
 
2024
2023
Revenue
186
102
Cost of sales
(12)
(69)
Gross profit
173
33
Research and Development expenses
(3,235)
(4,602)
General & Administrative expenses
(3,198)
(6,028)
Other income
440
2,334
Other expenses
(39)
(194)
Operating Loss1
(5,858)
(8,457)
Financial income
153
30
Financial expenses
(119)
(84)
Loss before taxes
(5,824)
(8,511)
Income taxes
—
63
Loss for the period
(5,824)
(8,448)
Basic and diluted loss per share (in €)
(0.14)
(0.33)
1 The operating loss arises from the Company’s loss for the period before deduction of financial income, financial expenses 
and income taxes. The purpose of this measure by Management is to identify the Company’s results in connection with 
its operating activities.
The Company’s license and collaboration agreements have generated no revenue in 2024 and 2023. The 
Company recognized other revenue in 2023 and 2024 as part of contracts with customers to sell C-Cathez® 
medical devices.
The Research and Development expenses include pre-clinical, intellectual property, clinical, and regulatory 
expenses and other research and development expenses, which are aggregated and presented as a single 
line in the Company’s consolidated financial statements. 
Bottom-line, the R&D expenses were €3.2 million in 2024 as compared to €4.6 million in 2023 show a year-
over-year decrease of €1.4 million (see note 5.24). The decrease in the Company's R&D expenses is 
primarily driven by the Company's decision to discontinue some of the preclinical costs, manufacturing, and 
clinical study activities after adopting and implementing a new business strategy in the last few months of 
2022 and still impacting 2023 and 2024. Furthermore, there has been a decrease in employee expenses 
mainly attributed to the headcount reduction throughout the year ending on December 31, 2024, in support 
of the Company's reorganization around preclinical and clinical programs, along with a reduction in expenses 
related to share-based payments (non-cash expenses) associated with the warrant plan offered to the 
Company’s employees, managers and directors.
General and Administrative expenses were €3.2 million in 2024 as compared to €6.0 million in 2023, an 
decrease of €2.8 million (see note 5.25). This decrease is primarily related to the decrease of insurances 
costs, the decrease of employee and consulting fees expenses due to headcount reduction and 
management changes through the year ended 2022 and 2023 to support the Company’s reorganization and 
the decrease of the expenses associated with the share-based payments (non-cash expenses) related to 
the warrants plan and a decrease of the insurance following the Group's delisting from the Nasdaq market; 
As of December 31, 2024, Management has determined that there has been no event (such as a firm 
sublicense or collaboration contract) that led to a change in fair value of the contingent consideration and 
other financial liabilities towards Dartmouth and Celdara. (see notes 5.6.2 and 5.20.2)

 
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2
The Company’s other income (see note 5.28) decrease of €1.9 million is mainly related to lower grants 
income from the Walloon Region of €0.8 million coupled to €1.1 million of sale of certain fixed assets to 
Cellistic in 2023.
1.10.2.
Analysis of the consolidated statements of financial position
The table below sets forth the Group’s consolidated statements of financial position for the year ended 
December 31, 2024, and comparative information as at December 31, 2023.
(€’000)
For the year ended December 31,
 
2024
2023
NON-CURRENT ASSETS
3,413
5,161
Goodwill and Intangible assets
405
390
Property, Plant and Equipment
1,493
1,830
Non-current Grant receivables
1,420
2,804
Other non-current assets
95
137
CURRENT ASSETS
6,515
11,121
Inventories
417
Trade and Other Receivables
170
457
Current Grant receivables
628
2,258
Other current assets
1,099
1,402
Cash and cash equivalents
4,200
7,004
TOTAL ASSETS
9,928
16,282
EQUITY
511
6,304
Share Capital
8,216
32,949
Other reserves
35,766
35,734
Capital reduction reserve
320,726
295,993
Accumulated deficit
(364,196)
(358,372)
NON-CURRENT LIABILITIES
6,571
7,046
Lease liabilities
763
902
Recoverable Cash advances (RCAs)
4,195
4,505
Post-employment benefits
1
1
Other non-current liabilities
1,612
1,638
CURRENT LIABILITIES
2,846
2,932
Lease liabilities
142
156
Recoverable Cash advances (RCAs)
639
366
Trade payables
1,233
1,243
Contract liabilities
46
231
Other current liabilities
786
936
TOTAL EQUITY AND LIABILITIES
9,928
16,282
Decrease in the Property, Plant and Equipment is mainly due to the amortization of the equipment, furniture 
and leasehold improvements associated to the refurbishment for the new facility at Dumont 9 (see notes 5.1, 
5.7 and 5.30).
Decrease in the Non-current grant receivables relates to a receivable collected from the Federal 
Government. For the year ended December 31, 2024, the Group recorded additional R&D tax credit of €0.1 
million partly compensated by the reclassification under current grant receivables of €0.6 million related to 
the fiscal year 2019 R&D tax credit (see note 5.8).
The decrease of trade and other receivables is mainly due to credit notes received following the closing of 
clinical studies for an amount of €0.2 million.  
As of December 31, 2024, the decrease in current grant receivables for €1.6 million is driven by higher cash 
proceeds from the Walloon Region in 2024 compared to the qualified expenses incurred during the period. 
The decrease in other current assets is mainly driven by the increase on prepaid expenses on insurances 
(mainly D&O run-off insurance) for €0.3 million due to timing difference on the period covered by the 
insurance after the Nasdaq delisting (see note 5.9).
The Company’s Treasury position2 amounts to €4.2 million at December 31, 2024, which accounts for a 
decrease of €2.8 million as compared to year-end 2023, mainly as a result of the Group’s operations 

 
2024 Annual Report
2
3
expenses compensated by net cash proceeds mainly coming from tax credits occurred in 2024 (see note 
5.10 & 5.11).
2 ‘Treasury position’ is an alternative performance measure determined by adding Short-term investments and Cash and 
cash equivalents from the statement of financial position prepared in accordance with IFRS. The purpose of this measure 
by Management is to identify the level of cash available internally (excluding external sources of financing) within 12 
months.
During the general shareholders meeting of May 6, 2024, the shareholders, in accordance with Belgian 
Companies and Associations Code, approved the absorption of approximately €24.7 million of accounting 
losses into share capital. This transaction has no impact on the total equity, comprehensive income (loss), 
assets (including cash) nor liabilities (see note 5.13). 
Lease liabilities reach a total amount of €0.9 million as of December 31, 2024, decreasing by €0.2 million 
compared to the year-end 2023. Decrease in lease liability (current and non-current) is due to reimbursement 
of the lease agreements. (see notes 5.1 and 5.19.2).
The recoverable cash advances (RCAs) remains stable to €4.8 million as of December 31, 2024, the 
repayments of contractual turnover independent due in 2024 to the Walloon Region have been postponed  
in 2025 which explains the increase of the current portion vs the decrease of the non-current portion. (see 
notes 5.16 & 5.19.2). 
Trade payables amount to €1.2 million at year-end, which is in line with the year-end 2023 and corresponds 
to our routine operations. 
The other current liabilities amount to €0.8 million at year-end which represents a decrease of €0.2 million 
compared to prior year-end. This decrease is mainly explained by the decrease on other current liabilities  
due the cancellation of a contract in favor of the Company.
For more details on other current liabilities, refer to note 5.18.
1.10.3.
Analysis of the consolidated net cash burn rate4F3
The table below summarizes the net cash burn rate of the Company for the years 2024 and 2023. 
(€’000)
For the year ended December 31,
 
2024
2023
Net cash used in operations
(5,680)
(15,202)
Net cash (used in)/from investing activities
(103)
407
Net cash (used in)/from financing activities
2,983
9,355
Effects of exchange rate changes
(4)
(1)
Change in Cash and cash equivalents
(2,804)
(5,441)
Change in Short-term investments
—
—
Net cash burned over the period
(2,804)
(5,441)
3 ‘Net cash burn rate’ is an alternative performance measure determined by the year-on-year net variance in the Group’s 
treasury position as above defined. The purpose of this measure for the Management is to determine the change of the 
treasury position.
The cash outflow resulting from operating activities amounted to €5.7 million for the year ended December 
31, 2024, as compared to €15.2 million for the prior year’s period. The decrease of €9.5 million is primarily 
driven by the global decrease on preclinical and clinical activities, insurance costs, headcount, management 
changes costs and associated impact on the change in working capital. The decrease of these costs remains 
in line with the Group’s decision to adopt and implement the new business strategy to focus on early stage 
discovery research in areas of expertise where it can leverage the differentiated nature of its platforms.
The cash flow from investing activities represented a net cash outflow of €0.1 million for the year 2024,  
mainly due to investment on intangible assets related to the catheter. In 2023, the cash flow from investing 
activities was primarily due to the sale of certain fixed assets of the Group for a total consideration of 1.3 
million to Cellistic partly compensated by the acquisitions of assets for the Group’s new headquarters.

 
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4
The decrease in cash inflow from financing activities is primarily due to the net proceeds from capital raises 
which occurred in 2023 for €9.5 million while no proceeds from capital raise occurred in 2024, partly 
compensated by increase in proceeds from national grants linked to our R&D activities. 
1.11.
Personnel
As of December 31, 2024, we employed 12 full-time employees, 2 part-time employees, 5 members of the 
Executive Committee (among them 2 are under management services agreement).
1.12.
Environment 
All entities of the Group continue to hold the permits required by their activities and are in compliance with 
all applicable environmental rules.
In the second half of 2023, the Company moved to new offices in the same area that are more energy-
efficient (e.g. more recent, more in line with the Company needs in terms of spaces, solar panel 
equipment…).
1.13
Going concern
These consolidated financial statements have been prepared in accordance with generally accepted 
accounting principles applicable to a going concern4.
As of  December 31, 2024, the Company had cash and cash equivalents of €4.2 million. The Company 
projects that its existing treasury position should be sufficient to fund operating expenses and capital 
expenditure requirements  into the third quarter of 2025.
After due consideration of detailed budgets and estimated cash flow forecasts for the years 2025 and 2026, 
the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its 
estimated operating and capital expenditures over at least the next 12 months from the date that the financial 
statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the 
Company’s cash runway beyond 12 months from the date the financial statements are issued. Financing 
options may include, but are not limited to, the public or private sale of equity, debt financings or funds from 
other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements 
with third parties. However, there can be no assurance that the Company will be able to secure additional 
financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating 
a material uncertainty exists about the Company’s ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments that might result from 
the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on 
a basis that assumes the Company will continue as a going concern and contemplates the realization of 
assets and satisfaction of liabilities and commitments in the ordinary course of business.
4 The uncertainly raised by the war in Ukraine are not impacting going concern. Although there are lot of uncertainties, it 
does not impact the Company’s ability to continue operations into the third quarter of 2025 considering its treasury position 
as of December 31, 2024. For additional information on war in Ukraine updates, refer to note 5.2.1.
1.14
Risks and uncertainties
Reference is made to section 2.8 “Description of the principal risks associated to the activities of the Group“.

 
2024 Annual Report
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5
War in Ukraine
Since the start of Russia's full-scale invasion of Ukraine on 24 February 2022, the European Union has 
imposed massive and unprecedented sanctions against Russia. The sanctions include targeted restrictive 
measures (individual sanctions, including asset freezes), economic sanctions, diplomatic and visa 
measures. The European Union has also adopted sanctions against Belarus, Iran and North Korea in 
response to their support for Russia in the military aggression against Ukraine. 
The Company has no operations or suppliers based in Russia, Ukraine, Belarus, Iran or North Korea, and 
consequently there has not been a negative impact on our operations to date. However, the broader 
economic consequences of the conflict, such as changes in general economic priorities and conditions, in 
particular increased volatility in commodity prices and disruptions in credit and capital markets, remain 
unpredictable.
Given the continuing conflict, the operations of the Company could be disrupted due to the demise of 
commercial activity in impacted regions and due to the severity of sanctions on the businesses upon which 
the Company and its suppliers rely. 
We recognize that the current geopolitical climate also influences investor sentiment and market 
performance. Global uncertainties and heightened market volatility may lead to fluctuations in our stock 
price, reflecting both the direct and indirect impacts of the ongoing conflict. 
Further, state-sponsored cyberattacks could expand as part of the conflict, which could adversely affect the 
Company’s ability to maintain or enhance key cyber security and data protection measures. 
While our operations have not yet encountered any material adverse effects, we remain vigilant. The evolving 
geopolitical situation and its potential repercussions on the global economy and financial markets mean that 
our business outlook, as well as our stock market performance, could be affected in the future.
1.15
Events and circumstances that could have a significant impact on the 
future 
The Company has not identified significant events and circumstances that could have a significant impact 
on the future in addition to the potential impact of risks described in section 8 of chapter 2: “Description of 
the principal risks associated to the activities of the Group”.

 
2024 Annual Report
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6
2. CORPORATE GOVERNANCE
2.1
General 
This section summarizes the rules and principles on the basis of which the corporate governance of the 
Company has been organized pursuant to the BCCA and the Company’s corporate governance charter (the 
“Charter”) adopted in accordance with the Belgian Corporate Governance Code 2020 (the “CGC”) and 
updated regularly by the Board of Directors.
The Company does not incorporate the information contained on, or accessible through, its corporate 
website into this Report, and you should not consider it a part of this Report.
The Charter is available on the Company’s website (https://celyad.com/investors/corporate-
governance/). 
The text of the CGC is available on the website of the Commission of Corporate Governance at 
https://www.corporategovernancecommittee.be/fr/over-de-code-2020/code-belge-de-gouvernance-
dentreprise-2020.
The Charter includes the following main chapters:
•
Structure and organization;
•
Shareholder structure;
•
The Board : terms of reference;
•
Chairman of the Board;
•
Company Secretary;
•
Board committees;
•
Executive Committee; 
•
Rules preventing market abuse;
•
Miscellaneous and annexes. 
2.2.
Board of Directors 
2.2.1.
Composition of the Board of Directors
As provided by the articles 7:85 et sq. of the BCCA, the Company is managed by a Board of Directors acting 
as a collegiate body. The Board of Directors’ role is to pursue the long-term success of the Company by 
providing entrepreneurial leadership and enabling risks to be assessed and managed. The Board of 
Directors determines the Company’s values and strategy, its risk preference and key policies. The Board of 
Directors ensures that the necessary leadership, financial and human resources are in place for the 
Company to meet its objectives.
The Company has opted for a one-tier governance structure. As provided by Article 7:93 of the BCCA, the 
Board of Directors is the ultimate decision-making body in the Company, except with respect to those areas 
that are reserved by the law or by the Company’s articles of association to the Shareholders Meeting. 
The Company’s articles of association state that the number of directors of the Company, who may be natural 
persons or legal entities and who need not be shareholders, must be at least three. At least half of the 

 
2024 Annual Report
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7
members of the Board of Directors must be non-executive directors and at least three of them must be 
independent directors.
A meeting of the Board of Directors is validly constituted if at least half of its members are present in person 
or represented at the meeting. If that quorum is not met, a new board meeting may be convened by any 
director to deliberate and decide on the matters on the agenda of the board meeting for which a quorum was 
not met, provided that at least two members are present. Meetings of the Board of Directors are convened 
by the Chairperson of the Board or by at least two directors, whenever the interest of the Company so 
requires. In principle, the Board of Directors will meet at least four times per year.
The Chairperson of the Board of Directors shall have a casting vote on matters submitted to the Board of 
Directors in the event of a tied vote.
As long as the Fortress Shareholders (which shall have the meaning ascribed to it in the Amended and 
Restated Shareholders’ Rights Agreement, in the form filed with the United States Securities and Exchange 
Commission on August 25, 2023) own in the aggregate:
(i)
the majority of the Company’s shares, it will have the right to nominate a number of 
individuals (i.e. the Fortress Designees) to be appointed as directors and representing a 
majority of Celyad’s board of directors; 
(ii)
at least 30% of the Company’s shares, it will have the right to nominate a number of 
individual (i.e. the Fortress Designees) to be appointed as directors of the Company equal 
to the greater of (a) four and (b) a percentage of the board members equal to its ownership 
percentage rounded up to the nearest whole number (but not a majority); and
(iii)
at least 10% of the Company’s shares, it will have the right to nominate three individuals 
(i.e. the Fortress Designees) to be appointed as directors.
Until such time as Tolefi owns in the aggregate less than 5% of the Shares for a certain period, Tolefi shall 
have the right to nominate one individual to be appointed as director (i.e. the Tolefi Designee[1]
[1]“Tolefi Designee” shall mean the individual identified by Tolefi from time to time in accordance with the provisions of the Shareholders’ Rights Agreement between Tolefi 
and Celyad, and reasonably acceptable to Celyad.). 
At the date of this Report, the Board of Directors consists of 11 members, all being non-executive directors, 
including three independent directors. The Board of Directors is composed of 6 men and 5 women.
Name
Position
Term
Board Committee Membership
CFIP CLYD LLC (1)
Non-executive Director
2026
Serge Goblet
Non-executive Director
2027
Christopher LiPuma
Non-executive Director
2027
Member of the Nomination and Remuneration Committee
Hilde Windels BV (2)
Independent Director
2026
Chair of the Board
Member of the Audit Committee and Chair of the 
Nomination and Remuneration Committee
Ami Patel Shah
Non-Executive Director
2027
Dominic Piscitelli
Independent Director
2026
Chair of the Audit Committee and member of the 
Nomination and Remuneration Committee
Marina Udier
Independent Director
2025
Member of the Audit Committee
Jonathan James
Non-executive Director
2026
Sage Mandel
Non-executive Director
2026
Andrea Gothing
Non-executive Director
2026
Matthew Kane
Executive Director
2027
(1) Represented by Michel Lussier
(2) Represented by Hilde Windels

 
2024 Annual Report
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8
The following paragraphs contain brief biographies of each of the directors, or in case of legal entities being 
director, their permanent representatives, with an indication of other relevant mandates as member of 
administrative, management or supervisory bodies in other companies during the previous five years.
Hilde Windels serves as Chair of the Board of Directors since June 2022. Hilde Windels is an advisor in the 
life sciences industry. She brings over 20 years of experience in biotech with a track record of business and 
corporate strategy, building and structuring organizations, private fundraising, mergers and acquisitions and 
public capital markets. Ms. Windels has worked as Chief Financial Officer for several biotech companies, 
amongst those Belgium based molecular Dx company Biocartis where she started as Chief Financial Officer 
CFO in 2011. She transitioned to the co-Chief Executive Officer role in 2015 and became interim Chief 
Executive Officer in 2017. She took up the CEO role of MyCartis in early 2018 and of its spin-out Antelope 
Dx mid-2019. Ms. Windels is a member of the board of directors of Erytech, GIMV and MdxHealth. She holds 
a Master’s Degree in Economics (Commercial Engineer) from the University of Leuven (Belgium).
Michel Lussier is ad interim Chief Executive Officer of the Company. Mr. Lussier co-founded Cardio3 
Biosciences SA the company which became Celyad SA. Mr. Lussier currently serves also on several Boards 
of Directors: iSTAR Medical SA and Gabi Smart Care SA as Chairman, Occlutech AG as board member. 
Previously, Mr. Lussier  founded MedPole SA and its  North American affiliate Medpole LTD, a Medtech and 
cell therapy  incubator for start-up companies, serving as CEO until July 2020. From May 2014 and until 
September 2020, Mr. Lussier also served as the CEO of Metronom Health Inc, an early stage medical device 
company founded by Fjord Ventures, where he also acted as a management consultant. Mr. Lussier served 
as a member of the Board of Directors of Biological Manufacturing Services SA until 2017. Prior to that, from 
2002 to 2013, he worked for Volcano Corporation, where he served in global leadership positions. Mr. 
Lussier started his career with Medtronic where he held a number of technical, marketing, sales then general 
management  roles. Mr. Lussier obtained a Bachelor of Sciences degree in Electrical Engineering and 
Master’s Degree in Biomedical Engineering at the University of Montreal. He also holds an MBA from 
INSEAD, France.
Serge Goblet holds a Master Degree in Business and Consular Sciences from ICHEC, Belgium and has 
many years of international experience as director in Belgian and foreign companies. Mr. Goblet is the 
managing director of TOLEFI SA, a Belgian holding company and holds director mandates in subsidiaries 
of TOLEFI. 
Dominic Piscitelli brings more than 20 years of industry experience, including debt and equity financings, 
in-licensing transactions, acquisitions, marketing partnerships and commercial product launches (XTANDI® 
and Tarceva®).  Since September 2019 Dominic has served as the Chief Financial Officer of ORIC 
Pharmaceuticals, Nasdaq-listed biotechnology company, that completed its initial public offering in April 
2020. Prior to joining ORIC, Mr. Piscitelli was CFO of AnaptysBio, a Nasdaq-listed biotechnology company, 
where he helped raise over $500 million in an IPO and follow-on financings. From 2012 until 2017, Mr. 
Piscitelli was Vice President of Finance, Strategy and Investor Relations at Medivation and played a key role 
in its acquisition by Pfizer. Previously, he served as Senior Director of Collaborations and Operations 
Finance at Astellas Pharma. Prior to that, Mr. Piscitelli served in various roles of increasing responsibility 
culminating as the Vice President, Treasury & Management Finance at OSI Pharmaceuticals, and played a 
significant role in their acquisition by Astellas. Mr. Piscitelli began his career with KPMG and is a certified 
public accountant. He earned a bachelor’s degree in accounting and an MBA from Hofstra University (New 
York).

 
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Marina Udier, Ph.D., serves as CEO of Nouscom after joining as Chief Operating Officer in 2016 from 
Versant Ventures, where she was Operating Principal. Prior to Versant, she held senior development and 
commercial roles at Novartis in Basel including work as a Global Commercial Head. Previously, Dr. Udier 
worked for McKinsey & Company in the US, working with Healthcare Fortune 500 companies in areas of 
marketing, strategy and pricing. She has a Ph.D. in Organic Chemistry from Yale University.
Ami Patel Shah is a Managing Director in Fortress Investment Group LLC’s Intellectual Property Group 
based in San Francisco, where she focuses on a wide variety of investment opportunities in connection with 
intellectual property and technology. Prior to joining Fortress in 2013, Ms. Shah worked for Intel, most 
recently heading Intel’s Global Wireless Patents group, overseeing the Intel’s patent procurement, licensing, 
transaction and monetization activities for Intel and their development partners. At Intel, Ms. Shah also held 
wide-ranging and deep technical responsibilities, as well as led Intel’s standards bodies interactions. Before 
joining Intel, she was with the law firms of Dorsey & Whitney, and Fish & Richardson where she worked on 
patent prosecution, licensing and ITC litigation matters. Ms. Shah is recognized as one of the World’s 
Leading IP Strategists by Intellectual Asset Magazine in the IAM 300, awarded to individuals with an 
established track record in developing and rolling out world-class IP value creation programs. Ms. Shah 
began her legal career as an examiner in the United States Patent Office and was an engineer in the auto 
industry. Ms. Shah holds a J.D. from Cleveland State University along with a B.S. in Electrical and Computer 
Engineering from Wayne State University.
Christopher LiPuma is a Director in Fortress Investment Group LLC’s Intellectual Property Group based in 
San Francisco, where he focuses on a wide variety of investment opportunities in connection with intellectual 
property, life sciences, and academic institutions. Prior to joining Fortress in 2018, Mr. LiPuma headed 
business development for Kastle Therapeutics, a private equity backed biotechnology company acquiring 
ultra-orphan drugs. Before joining Kastle, Mr. LiPuma was with OrbiMed Advisors, a life sciences focused 
asset management firm.  At OrbiMed, Mr. LiPuma worked on royalty monetizations, direct lending to late 
development stage and early commercial stage life sciences companies, and several private equity 
transactions focused on acquiring legacy assets from big pharma. Mr. LiPuma started his career as an 
investment banker at Leerink Partners. Mr. LiPuma holds a B.A. from Hamilton College.
Jonathan James is a Managing Director based in Menlo Park for the Fortress Credit Funds Business. Mr. 
James is part of the Intellectual Property Group where he serves as the Director of Litigation and Portfolio 
Management. Mr. James has nearly 30 years of experience representing leading technology companies in 
patent, trade secret and other IP litigation throughout the United States, before the International Trade 
Commission, and in Europe and Asia. Mr. James also has extensive experience advising clients on patent 
portfolio strategy, patent licensing, patent sales and acquisition and patent monetization. Prior to joining 
Fortress in 2017, Mr. James was a partner and Co-Chair of the Intellectual Property Practice at Perkins Coie, 
an international law firm of over 1,000 lawyers with one of the largest intellectual property practices in the 
world. Mr. James served in numerous other leadership roles at Perkins Coie, including as a member of the 
firm’s Executive Committee. Prior to Perkins Coie, Mr. James was a partner with Brown & Bain, a leading 
technology and intellectual property litigation firm. Before attending law school, Mr. James worked in 
marketing positions at IBM. He also served as a law clerk for the United States Senate Judiciary Committee 
Sub-Committee on Patents, Copyrights and Trademarks. Mr. James is recognized by Intellectual Asset 
Magazine as one of the World’s Leading IP Strategists and is one of the IAM 300, awarded to individuals 
with an established track record in developing and rolling out world-class IP value creation programs. Mr. 
James received a B.S. in Business Administration from the University of Arizona and a J.D. from Arizona 
State University.
Sage Mandel is a Vice President in Fortress Investment Group LLC’s Intellectual Property Group based in 
New York, where she focuses on new investment underwriting and ongoing asset management for 

 
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opportunities in connection with intellectual property and life sciences. Before joining Fortress, Ms. Mandel 
was an investment professional at EW Healthcare Partners, a growth focused private equity firm with $4.0 
billion AUM dedicated exclusively to healthcare investments in the pharmaceutical, medical device, 
diagnostics, and technology-enabled services sectors in the United States and in Europe. Prior to EW 
Healthcare Partners, Ms. Mandel was in the healthcare investment banking group at J.P. Morgan, where 
she focused on pharmaceutical, medical device, biotechnology and services deals spanning M&A, structured 
transactions and debt and equity financings. Ms. Mandel has also worked in science research labs at the 
Mount Sinai School of Medicine Department of Pharmacology, the University of Pennsylvania Department 
of Biology, and the Stony Brook University Department of Biochemistry. Ms. Mandel graduated magna cum 
laude from the Vagelos Life Sciences and Management Dual Degree Program at the University of 
Pennsylvania, where she earned a Bachelor of Science degree in Economics with a concentration in Finance 
at the Wharton School and a Bachelor of Arts degree in Biology at the College of Arts and Sciences. 
Andrea Gothing serves as a Director at Fortress Investment Group in Menlo Park, California for the Fortress 
Credit Funds Business. Ms. Gothing is part of the Intellectual Property group where she oversees investment 
monetization strategies, including licensing and litigation. Ms. Gothing has over 20 years of experience 
representing clients in patent litigation and trade secret matters on both sides of the courtroom. Before joining 
Fortress, Ms. Gothing was a litigation partner at the litigation boutique of Robins Kaplan LLP, where she 
served on the hiring committee and as an instructor in the firm’s trial practice program. Prior to law school, 
Ms. Gothing was a semiconductor device engineer at Motorola. Ms. Gothing earned her law degree magna 
cum laude from the University of Minnesota. In addition, she has a Bachelor of Science in Electrical 
Engineering from Worcester Polytechnic Institute where she graduated with high distinction. Ms. Gothing 
has a Master of Science in Electrical Engineering from the University of Minnesota. Her Master’s thesis was 
entitled Image Processing for Positron Emission Technology. In addition, Ms. Gothing was a Biomedical 
Engineering doctoral candidate at the University of Minne sota where she did all but her dissertation. Her 
area of research was micro coils for nuclear magnetic resonance imaging. Ms. Gothing is a member of Eta 
Kappa Nu, the international honor society of the Institute of Electrical and Electronics Engineers, and Tau 
Beta Pi, the oldest engineering honor society in the United States.
Matthew Kane is a seasoned executive with over 20 years of experience in entrepreneurial, CEO and board 
roles. Mr. Kane is a pioneer in genome editing, led the development of the first editing technology to receive 
clearance for clinical evaluation as an in vivo gene insertion therapeutic and, most importantly, led the 
development and clinical testing of multiple allogeneic chimeric antigen receptor (CAR) T-cell therapies 
directed against cancer. His extensive scientific and business acumen have been demonstrated during his 
career by raising over $500M in equity financings and partnerships valued at over $4B. Prior to Celyad, he 
served as CEO and board member of Tune Therapeutics, Inc., an epigenetic editing biotechnology company. 
During his tenure at Tune, he led the development of the initial program portfolio, followed by the selection 
of a lead epi-editing therapeutic candidate. Prior to Tune Therapeutics, Matt co-founded the gene editing 
company, Precision BioSciences, Inc. (DTIL), in 2006 and led the company as CEO and board member until 
2021. While leading Precision, he oversaw the company’s Initial Public Offering, formed several 
pharmaceutical partnerships across cell and gene therapy, and ultimately directed four unique allogeneic 
CAR T therapies into human clinical studies. Mr. Kane holds a Master of Business Administration, Certificate 
in Health Sector Management, from Duke University, a Master of Biomedical Engineering and a Bachelor of 
Mechanical Engineering, both from the Rose-Hulman Institute of Technology.
2.2.2.
Board resolutions
The Board meets as frequently as the interest of the Company dictates, but in any case, sufficiently regularly 
to enable it to discharge its duties effectively, and certainly not less than four times per year.
Each meeting is chaired by the Chairman and, in his absence, by the director appointed by the Board. The 
Board may only validly deliberate and decide on issues before it, if at least half of its members are present 

 
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or represented. A new meeting must be convened if a quorum is not reached. The second meeting may 
validly deliberate and decide on the items that were on the agenda of the first meeting regardless of the 
number of directors present or represented, to the extent that at least two members of the Board are present. 
Any director may represent more than one other director. 
Resolutions are taken by a simple majority of the votes cast. However, until Fortress own in aggregate less 
than 10% of the outstanding shares of the Company for more than thirty (30) consecutive days, any 
transaction whereby the Company or its subsidiaries would terminate their intellectual property or license, 
sub-license or contribute their intellectual property to a third party other than Fortress, which transaction 
presents any of the following characteristics: (i) a transfer of litigation or prosecution rights to licensees and 
sublicensees associated with any Dartmouth IP, (ii) the granting of an exclusive or non-exclusive license to 
any Dartmouth IP, or (iii) the termination of the rights of the company or any of its subsidiaries to any 
Dartmouth IP (each of (i), (ii) and (iii), a Dartmouth IP[1] Transaction),
[1] “IP” means intellectual property. 
shall be subject to approval by the board of directors, including the vote of at least one Fortress Designee. 
In addition, the Company shall not, without approval of a reinforced board majority (positive vote of 72.5% 
of the members of the Board of Directors) if the Tolefi Designee so requests, decide on the following matters 
(i) incur or issue any indebtedness in an aggregate principal amount in excess of USD 1,000,000, (ii) amend, 
modify, supplement or waive any material terms of any existing indebtedness, (iii) repay, redeem, purchase, 
defease or otherwise satisfy any indebtedness prior to the scheduled maturity thereof, (iv) incur off-balanced-
sheet commitments with a value in excess of EUR 20,000,000 in the aggregate, (v) consummate a business 
acquisition or combination or asset acquisition transaction for consideration in excess of EUR 20,000,000, 
(vi) disposal of non-IP assets with a value in excess of EUR 1,000,000 or (vii) use the authorized capital of 
the Company.
Furthermore, until such time as the Fortress Shareholders own in the aggregate less than 10% of the then 
outstanding shares for a period of more than thirty (30) consecutive days, the Company shall not, directly or 
indirectly, without the consent of Fortress, (i) incur or issue any indebtedness that would encumber any 
intellectual property of the Company, (ii) issue any Equity Securities (defined as any share and any other 
security, financial instrument, certificate or other right (including options, futures, swaps and other 
derivatives) representing, being exercisable, convertible or exchangeable into or for, or otherwise providing 
a right to acquire, directly or indirectly, any of the securities mentioned above or any other security or financial 
instrument the value of which is based on any of the foregoing) of the Company that are senior to the ordinary 
shares with respect to the right to receive (x) dividends or other distributions to shareholders or (y) proceeds 
in the event of the liquidation, dissolution or winding-up of the Company (including for such purposes in 
connection with any change of control transaction), (iii) alter, amend or change the rights, preference or 
privileges of the shares, including in connection with any reclassification, recapitalization, reorganization or 
restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) increase or decrease the 
size of the Board of Directors or (B) co-opt or appoint to the Board of Directors in place of a Fortress Designee 
any person other than a Fortress Designee, (v) make any proposal to amend, repeal or otherwise modify 
any provision of the Company’s articles of association that would be reasonably expected to adversely affect 
the interests of Fortress or any Fortress Shareholder or (vi) make any proposal to modify the rights of any 
Equity Securities of the Company in a manner adverse to Fortress.
2.2.3.
Director Independence
Pursuant to the article 7:87 of the BCCA, a director of a listed company is considered as independent if he 
does not entertain with the Company or an important shareholder of the Company any relation the nature of 
which could put his independence at risk. If the director is a legal entity, the independence must be assessed 
both in the case of the legal entity and its permanent representative. In order to verify if a candidate director 

 
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fulfils those conditions, the independence criteria of the article 3.5 of the CGC are applied and can be 
summarized as follows: 
•
The director has not been an executive member of the Board of Directors, or daily manager of the 
Company (or an affiliate of the Company, if any), during a term of three years prior to his or her 
election and does not possess any stock option of the Company related to that function; 
•
The director has not been a non-executive director for a cumulative period of more than 12 years; 
•
The director has not been a member of the managerial staff of the Company (or an affiliate of the 
Company, if any) during a term of three years prior to his or her election and does not possess any 
stock option of the Company related to that function; 
•
The director does not receive and has not received any remuneration or other significant financial 
advantage from the Company (or an affiliate of the Company, if any), other than the profit share 
(“tantièmes”) and remuneration received in his or her capacity as a non-executive director or as a 
member of the supervisory body; 
•
The director does not own any corporate rights that represent 10% or more of the share capital or 
voting rights of the Company, Further, the director cannot be appointed by a shareholder who falls 
under the conditions set forth in this criterion; 
•
The director does not and, during the year preceding his appointment, did not, have a significant 
business relationship with the Company (or an affiliate of the Company, if any), either directly or as 
a partner, shareholder, member of the Board of Directors or member of the managerial staff of a 
company or of a person that maintains such a relationship; 
•
The director is not and has not been at any time during the past three years, a partner or an 
employee of its current or former statutory auditor or of a company or person affiliated therewith; 
•
The director is not an executive director of another company in which an executive director of the 
Company is a non-executive director or a member of the supervisory body, and has no other 
significant ties with executive directors of the Company through his or her involvement in other 
companies or bodies; 
•
The director’s spouse, unmarried legal partner and relatives (via birth or marriage) up to the second 
degree do not act as a member of the Board of Directors, member of the management board 
(“directiecomité / comité de direction”) (should such corporate body be created) or daily manager 
or member of the managerial staff in the Company (or an affiliate of the Company, if any), and do 
not meet one of the criteria set out above. 
The Board of Directors, assisted by the Head of Legal and upon recommendation of the Remuneration and 
Nomination Committee, determines annually if the conditions of independence are fulfilled by its members. 
2.2.4.
Role of the Board in Risk Oversight
The Board of Directors is primarily responsible for the oversight of its risk management activities and has 
delegated to the Audit Committee the responsibility to assist the Board of Directors in this task. While the 
Board of Directors oversees the overall risk management, the Company’s Management is responsible for 
the day-to-day risk management processes. The Board of Directors expects the management to consider 
risk and risk management in each business decision, to proactively develop and monitor risk management 
strategies and processes for day-to-day activities and to effectively implement risk management strategies 
adopted by the Board of Directors. The Company believes this division of responsibilities is the most effective 
approach for addressing the risks the Company faces. 

 
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2.2.5.
Committees within the Board of Directors
2.2.5.1.
General
Without prejudice to the role, responsibilities and functioning of the Executive Committee as set out below 
under section “Executive Committee”, the Board of Directors may set up specialized committees to analyze 
specific issues and advise the Board of Directors on those issues. Such committees are advisory bodies 
only and the decision-making remains the collegiate responsibility of the Board of Directors. The Board of 
Directors determines the terms of reference of each committee with respect to the organization, procedures, 
policies and activities of the committee.
2.2.5.2.
Audit Committee
At the date of this Report, the Audit Committee consists of three members: Dominic Piscitelli (Chairperson), 
Marina Udier and Hilde Windels. 
The role of the Audit Committee is to ensure the effectiveness of the internal control and risk management 
systems, the internal audit (if any) and its effectiveness and the statutory audit of the annual and consolidated 
accounts, and to review and monitor the independence of the external auditor, in particular regarding the 
provision of additional services to the Company. The Audit Committee reports regularly to the Board of 
Directors on the exercise of its functions. The Audit Committee informs the Board of Directors about all areas 
in which action or improvement is necessary in its opinion and produces recommendations concerning the 
necessary steps that need to be taken. The audit review and the reporting on that review cover the Company 
and its subsidiaries as a whole. The members of the Audit Committee are entitled to receive all information 
which they need to perform their function from the Board of Directors, Executive Committee and employees. 
Each member of the Audit Committee shall exercise this right in consultation with the Chairperson of the 
Audit Committee.
The Audit Committee’s duties and responsibilities include, among other things: the financial reporting, the 
review of internal controls and risk management, and managing the internal and external audit process. 
Those tasks are further described in the Audit Committee charter as set out in the Charter and in the Article 
7:99 §4 of the BCCA.
Dominic Piscitelli and Hilde Windels have been identified by the Company’s Board of Directors as having 
the necessary expertise in accounting and audit matters to serve as experts on the Audit Committee. 
The Audit Committee holds a minimum of four meetings per year.
2.2.5.3.
Nomination and Remuneration Committee
As of the date of this Report, the Nomination and Remuneration Committee is composed of three members: 
Hilde Windels (Chairperson), Christopher LiPuma and Dominic Piscitelli. 
The Nomination and Remuneration Committee consists of not less than three directors, or such greater 
number as determined by the Board of Directors at any time. All members must be non-executive directors 
and at least a majority of its members must be independent in accordance with Article 7:87 of the BCCA. 
The Company’s Board of Directors has determined that a majority of the members of the Nomination and 
Remuneration Committee are independent in accordance with Article 7:87 of the BCCA.
The Nomination and Remuneration Committee must have the necessary expertise as regards the 
remuneration policy, and this condition is fulfilled if at least one member has had a higher education and has 
had at least three years of experience in personnel management or in the field of remunerating directors and 
managers. As of the date of this Annual Report, Hilde Windels, Christopher LiPuma and Dominic Piscitelli 
satisfy this requirement.
The CEO has the right to attend the meetings of the Nomination and Remuneration Committee in an advisory 
and non-voting capacity on matters other than those concerning himself. The Nomination and Remuneration 

 
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Committee will elect a chairman from amongst its members. The Chairperson of the Nomination and 
Remuneration Committee is actually Hilde Windels.
The role of the Nomination and Remuneration Committee is to assist the Board of Directors in all matters:
•
Relating to the selection and recommendation of qualified candidates for membership of the Board 
of Directors;
•
Relating to the nomination of the CEO;
•
Relating to the nomination of the members of the Executive Committee, other than the CEO, upon 
proposal by the CEO;
•
Relating to the remuneration of independent directors;
•
Relating to the remuneration of the CEO;
•
Relating to the remuneration of the members of the Executive Committee, other than the CEO, 
upon proposal by the CEO; 
•
On which the Board of Directors or the Chairman of the Board of Directors requests the Nomination 
and Remuneration Committee's advice.
Additionally, with regard to matters relating to remuneration, except for those areas that are reserved by law 
to the Board of Directors, the Nomination and Remuneration Committee will at least have the following tasks:
•
Preparing the remuneration report (which is to be included in the Board of Director’s corporate 
governance statement); and
•
Explaining its remuneration report at the Annual General Shareholders Meeting.
It will report to the Board of Directors on the performance of these tasks on a regular basis. These tasks are 
further described in the terms of reference of the Nomination and Remuneration Committee as set out in the 
Charter. The Nomination and Remuneration Committee will meet at least twice per year, and whenever it 
deems it necessary to carry out its duties. 
2.2.6.
Meetings of the Board and the committees
In 2024, the Board of Directors held 7 meetings by telephone or videoconference:
Board Members
2024
7 Feb*
14 Mar
3 Apr
13 Jun
12 Sep
22 Oct
2 Dec
M. Kane
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Present
S. Goblet
Present
Present
Present
Absent
Present
Present
Present
A. Patel
Present
Present
Present
Present
Present
Absent
Present
J. James
Present
Present
Present
Present
Present
Present
Present
S. Mandel
Present
Present
Present
Present
Present
Present
Present
A. Gothing
Present
Present
Present
Present
Present
Present
Present
D. Piscitelli
Present
Present
Present
Present
Present
Present
Present
M. Udier
Present
Present
Present
Present
Absent
Present
Present
C. LiPuma
Present
Present
Present
Present
Present
Present
Present
CFIP CLYD LLC
Present
Present
Present
Present
Present
Present
Present
Hilde Windels BV
Present
Present
Present
Present
Present
Present
Present
* by unanimous written 
resolution
In addition, one notarized meeting of the Board of Directors took place in 2024 in relation to the issuance  of 
warrants:

 
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5
Board Members
2024
30 Sep
S. Goblet
Present
A. Patel
Represented
Jonathan James
Represented
Sage Mandel
Represented
Andrea Gothing
Represented
D. Piscitelli
Represented
M. Udier
Represented
C. LiPuma
Represented
CFIP CLYD  LLC
Present
Hilde Windels BV
Represented
The Nomination and Remuneration Committee held 5 meetings by telephone or videoconference:
Remuneration and Nomination 
Committee
2024
24 Jan
13 Jul
19 Oct
22 Nov
24 Nov
H. Windels
Present
Present
Present
Present
Present
D. Piscitelli
Present
Present
Present
Present
Present
Mel Management SRL
Present
Absent
Absent
Present
Present
Chris LiPuma
Present
Present
Present
Present
Present
The Audit Committee held 4 meetings by telephone or videoconference:
Audit Committee
2024
28 Feb
11 Mar
6 Sep
26 Nov
D. Piscitelli
Present
Present
Present
Present
H. Windels
Present
Present
Present
Present
M. Udier
Present
Present
Present
Present
2.3.
Executive Committee
The Board of Directors has established an Executive Committee. The terms of service of the Executive 
Committee have been determined by the Board of Directors and are set out in the Company’s Charter. 
The Executive Committee consists of the Chief Executive Officer, or CEO (who is the chairman of the 
Executive Committee), the Vice President of Finance and Administration (VP Finance), the Head of R&D, 
the Head of IP and the Head of Legal. 
The Executive Committee discusses and consults with the Board of Directors and advises the Board of 
Directors on the day-to-day management of the Company in accordance with the Company's values, 
strategy, general policy and budget, as determined by the Board of Directors.
Each member of the Executive Committee has been made individually responsible for certain aspects of the 
day-to-day management of the Company and its business (in the case of the CEO, by way of delegation by 
the Board of Directors; in the case of the other member of the Executive Committee, by way of delegation 
by the CEO). The further tasks for which the Executive Committee is responsible are described in greater 
detail in the sections referencing the Executive Committee, as set out in the Company’s Charter.

 
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The members of the Executive Committee are appointed and may be dismissed by the Board of Directors 
at any time. The Board of Directors appoints them following the recommendation of the Nomination and 
Remuneration Committee, which shall also assist the Board of Directors with the remuneration policy of the 
members of the Executive Committee, and their individual remunerations.
The remuneration, duration and conditions of dismissal of Executive Committee members is governed by 
the contract entered into between the Company and each member of the Executive Committee with respect 
to their function within the Company. 
In principle, the Executive Committee meets every month. Additional meetings may be convened at any time 
by the Chairman of the Executive Committee or at the request of two of its members. The Executive 
Committee will constitute a quorum when all members have been invited and the majority of the members 
are present or represented at the meeting. Absent members may grant a power of attorney to another 
member of the Executive Committee. Members may attend the meeting physically or by telephone or video 
conference. The absent members must be notified of the discussions in their absence by the Chairman (or 
the Company Secretary, if the Executive Committee has appointed a Company Secretary from among its 
members). 
The members of the Executive Committee must provide the Board of Directors with information in a timely 
manner, if possible, in writing, on all facts and developments concerning the Company that the Board of 
Directors may need in order to function as required and to properly carry out its duties. The CEO (or, in the 
event that the CEO is not able to attend the Board of Directors' meeting, the VP Finance & Administration, 
in the event that the VP Finance & Administration is not able to attend the Board of Directors' meeting, 
another representative of the Executive Committee) must report at every ordinary meeting of the Board of 
Directors on the material deliberations of the previous meeting(s) of the Executive Committee. 
The following table sets forth the members of the Executive Committee who have performed during 2024. 
Name
Function
Year of birth
Mel Management SRL, represented by Michel Lussier 
(1)
Ad interim Chief Executive Officer
1956
Matt Kane
Chief Executive Officer
1976
F&C Consulting SRL, represented by David Georges
Vice President Finance and Administration
1976
Eytan Breman
Head of Research and Development
1980
Hannes Iserentant
Head of IP
1978
An Phan
Heal of Legal
1975
(1) The interim role of Chief Executive Officer ended October 1,  2024
The following paragraphs contain brief biographies of each of the members of the Executive Committee or 
in case of legal entities being a member of the Executive Committee active on the date of this Annual Report, 
or key manager, their permanent representatives.
Matthew Kane, CEO - reference is made to section 2.2.1. "Composition of the Board of Directors" 
Michel Lussier (representative of Mel Management SRL), CEO ad interim – reference is made to section 
“2.2.1. Composition of the Board of Directors”.
David Georges (representative of F&C Consulting SRL), brings more than 20 years of experience in the 
life sciences industry holding various financial and administration roles. David first joined Celyad Oncology 
in January 2019 as Finance Director and was appointed VP of Finance and Administration in June 2022. He 

 
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started his career in the  bank and insurance sector working for Axa Royale Belge and  the Citibank’s EMEA 
headquarters, where he had the opportunity to evolve in different financial roles including accounting, tax 
and financial consolidation. From there, he worked as a financial manager for the pharmaceutical Merck 
KGaA where he held responsibilities for financial controlling, procurement and supply chain as well as 
holding an active role on the finance integration of acquired company Serono. Before joining Celyad 
Oncology, David served as  Finance and Administration Director and then CFO of DIAsource 
ImmunoAssays, a privately held Belgian infectious disease company where he played a key role in M&A 
activities with AnteoTech and Biovendor. David holds a bachelor’s degree in Economy and a postgraduate 
degree in Finance from the University of Louvain.
Eytan Breman first joined Celyad Oncology as a R&D Project Leader in 2015 and has also held positions 
as a senior scientist and R&D Manager of the discovery group at the Company. As of June 2022, Eytan 
became Head of R&D, heading the implementation of our research and development strategy for both the 
current and future CAR T therapies we are developing. Prior to working at Celyad Oncology, he started his 
career as an engineer in the laboratory of immunology at the academic hospital of Maastricht in 2007. He 
then obtained a Masters in Biopharmaceutical Sciences from the University of Leiden and a PhD in transplant 
immunology from the University of Antwerp. He was awarded The Anthony P. Monaco Award for his work in 
the transplant field in 2014.
Hannes Iserentant, serves as Head of Intellectual Property (IP) of the Company. He first joined Celyad 
Oncology as IP Director in 2016 and has held positions including Senior Director of IP and Senior Director 
of R&D at the Company. He started his IP career in private practice at Bird Goën & Co as a member of the 
life sciences team before moving to VIB, a research institute active in all areas of life sciences. He was a 
founding member of VIB’s technology watch team involved in identifying and securing access to early stage, 
emerging technologies. From 2013 to 2016, he was appointed as a member of the “Expert Group on the 
development and implications of patent law in the field of biotechnology and genetic engineering” for the 
European Commission. Mr. Iserentant holds a PhD in Biomedical Sciences from Ghent University and is a 
qualified European Patent Attorney.
An Phan, joined Celyad Oncology in September 2021 as Senior Legal Director and was appointed as Head 
of Legal in July 2022. An brings more than 20 years of legal experience with a strong focus on Life Sciences 
and Compliance, as well as a proven record of providing strategically sound counsel in highly regulated 
businesses. An began her law career in international law firms. In 2004, she joined Johnson & Johnson as 
Senior Legal Counsel providing legal support to all J&J businesses mainly in the Middle East and Africa. 
Seven years later, An served as Legal Director EMEA for St. Jude Medical for eight years, where she was 
supporting the whole region of Europe, Middle East and Africa. Following the acquisition of St. Jude Medical 
by Abbott, An moved to Hill-Rom as Compliance Director Europe & MEATI located in Amsterdam. Prior to 
Celyad, An worked as General Counsel for De Smet SA Engineering & Contractors in Belgium supporting 
their operations worldwide. An holds a Master in Laws from the UCLouvain (Belgium) and a postgraduate 
certification in International and European Tax Law from the “Ecole Supérieure des Sciences Fiscales” 
(Brussels, Belgium).
2.4.
Conflict of Interest of Directors and members of the Executive Committee 
and transactions with affiliated companies 
2.4.1.
General 
Each Director and member of the Executive Committee is encouraged to arrange his or her personal and 
business affairs so as to avoid direct and indirect conflicts of interest with the Company. The Company's 
Charter contains specific procedures to deal with potential conflicts.

 
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To the best knowledge of the Company, no member of the Board or the executive Committee, at any time 
within at least the past five years, has: 
•
been convicted  in relation to fraudulent offences;
•
held an executive function as a senior manager or a member of the administrative, management or 
supervisory bodies of any company at the time of or preceding any bankruptcy, receivership or 
liquidation or at the time at which such company has been put into administration;
•
been subject to any official public incrimination and/or sanction by any statutory or regulatory 
authority (including any designated professional body); or
•
been disqualified by a court from acting as a director member of the administrative, management 
or supervisory bodies and/or senior manager of a company or from acting in the management or 
conduct of the affairs of any company. 
2.4.2.
Conflicts of interest of Directors 
Article 7:96 of the BCCA provides for a special procedure within the Board of Directors in the event of a 
possible personal financial conflict of interest of one or more directors with one or more decisions or 
transactions to be adopted by the Board of Directors. In the event of a conflict of interest, the director 
concerned must inform his or her fellow directors of his or her conflict of interest before the Board of Directors 
deliberates and takes a decision in the matter concerned. Furthermore, the conflicted director may not 
participate in the deliberation and voting by the Board of Directors on the matter that gives rise to the potential 
conflict of interest. The minutes of the meeting of the Board of Directors must contain the relevant statements 
made by the conflicted director, as well as a description by the Board of Directors of the conflicting interests 
and the nature of the relevant decision or transaction to be adopted. The minutes must also contain a 
justification by the Board of Directors for the decision or transaction adopted, and a description of the 
financial consequences thereof for the Company. The relevant minutes must be included in the (statutory) 
Annual Report of the Board of Directors.
The Company must notify the Statutory Auditor of the conflict. The Statutory Auditor must describe in its 
statutory annual audit report the financial consequences of the decision or transaction that gave rise to the 
potential conflict. 
This procedure does not apply to decisions or transactions in the ordinary course of business at customary 
market conditions. 
2.4.3.
Existing conflicts of interest of members of the Board of Directors 
Except as reported hereinafter, as far as the Company is aware, none of the Directors have a conflict of 
interest within the meaning of Article 7:96 of the BCCA which has not been disclosed to the Board of 
Directors. Other than potential conflicts arising in respect of compensation-related matters, the Company 
does not foresee any other potential conflicts of interest in the near future.
In 2024, certain members of the Board declared a conflict of interest. The following declarations were made 
in that respect:
Excerpt from the minutes of the Board meeting of October 22, 2024:
“Upon recommendation of the Remuneration and Nomination Committee, the Board also discussed the 
following allocations of warrants in Q4 2024 and Q1 2025 under the same terms as mentioned in point (ii) 
above:
- 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to Hilde Windels BV (Chair of the Board of 
Directors of Celyad);

 
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- 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to Michel Lussier (permanent representative 
of Mel Management SRL, former CEO ad interim of Celyad); 
- 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to Marina Udier Blagovic (Director of Celyad);
- 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to Dominic Piscitelli (Director of Celyad); and
- 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to Serge Goblet (Director of Celyad).
Hilde Windels informed the other directors that she has a conflicting financial interest in the decision 
proposed. This declaration will be communicated to the statutory auditor of the Company and inserted in the 
annual report 2024 in accordance with the article 7:96 of the BCAC. Hilde Windels left the meeting and the 
Board unanimously approved the allocation of 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 
to Hilde Windels under the same terms as those set out in point (ii) above. Hilde Windels then came back to 
the meeting. 
Michel Lussier informed the other directors that he has a conflicting financial interest in the decision 
proposed. This declaration will be communicated to the statutory auditor of the Company and inserted in the 
annual report 2024 in accordance with the article 7:96 of the BCAC. Michel Lussier left the meeting and the 
Board unanimously approved the allocation of 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 
to Michel Lussier under the same terms as those set out in point (ii) above. Michel Lussier then came back 
to the meeting. 
Marina Udier Blagovic informed the other directors that she has a conflicting financial interest in the decision 
proposed. This declaration will be communicated to the statutory auditor of the Company and inserted in the 
annual report 2024 in accordance with the article 7:96 of the BCAC. Marina Udier Blagovic left the 
videoconference and the Board unanimously approved the allocation of 10,000 warrants in Q4 2024 and 
10,000 warrants in Q1 2025 to Marina Udier Blagovic under the same terms as those set out in point (ii) 
above. Marina Udier Blagovic then came back to the videoconference. 
Dominic Piscitelli informed the other directors that he has a conflicting financial interest in the decision 
proposed. This declaration will be communicated to the statutory auditor of the Company and inserted in the 
annual report 2024 in accordance with the article 7:96 of the BCAC. Dominic Piscitelli left the 
videoconference and the Board unanimously approved the allocation of 10,000 warrants in Q4 2024 and 
10,000 warrants in Q1 2025to Dominic Piscitelli under the same terms as those set out in point (ii) above. 
Dominic Piscitelli then came back to the videoconference. 
Serge Goblet informed the other directors that he has a conflicting financial interest in the decision proposed. 
This declaration will be communicated to the statutory auditor of the Company and inserted in the annual 
report 2024 in accordance with the article 7:96 of the BCAC. Serge Goblet left the meeting and the Board 
unanimously approved the allocation of 10,000 warrants in Q4 2024 and 10,000 warrants in Q1 2025 to 
Serge Goblet under the same terms as those set out in point (ii) above. Serge Goblet then came back to the 
meeting.” 
2.4.4.
Related Party Transactions 
To date, no related party transaction involving the Company’s Directors, or the members of the Executive 
Committee, except section 2.4.3, has been disclosed to the Company.

 
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2.4.5.
Transactions with affiliates 
Article 7:97 of the BCCA provides for a special procedure that applies to intra-group or related party 
transactions with affiliates. The procedure will apply to decisions or transactions between the Company and 
affiliates of the Company that are not a subsidiary of the Company. It will also apply to decisions or 
transactions between any of the Company’s subsidiaries and such subsidiaries’ affiliates that are not a 
subsidiary of the Company. 
Prior to any such decision or transaction, the Board of Directors must appoint a special committee consisting 
of three independent directors, assisted by one or more independent experts. This committee provides the 
Board of Directors with a written report giving the motives for the decision of the envisaged operation, 
addressing at least the following elements: the nature of the decision or the operation, a description and an 
estimation of the equity consequences, a description of the eventual other consequences, the advantages 
and inconvenient resulting therefrom for the Company, as the case maybe. The committee puts the proposed 
decision or operation in the context of the strategy of the Company and determines if it causes any prejudice 
to the Company, if it is compensated by other elements of that strategy, or if it is manifestly abusive. The 
remarks of the expert are integrated in the opinion of the committee.
The Board of Directors must then take a decision, taking into account the opinion of the committee. Any 
deviation from the committee’s advice must be explained. Directors who have a conflict of interest are not 
entitled to participate in the deliberation and vote. The committee’s advice and the decision of the Board of 
Directors must be communicated to the Company’s Statutory Auditor, who must render a separate opinion. 
The conclusion of the committee, an excerpt from the minutes of the Board of Directors and the opinion by 
the Statutory Auditor must be included in the (statutory) annual report of the Board of Directors.
The procedure does not apply to decisions or transactions in the ordinary course of business at customary 
market conditions, and transactions or decisions with a value of less than 1% of the consolidated net assets 
of the Company.
In 2024, the procedure provided under Article 7:97 BCCA was not applied.
2.4.6.
Code of Business Conduct and Ethics
In 2015, the Company adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable 
to all of its employees, members of its Executive Committee and directors. It has been updated on June 25, 
2020. 
The 
Code 
of 
Conduct 
is 
available 
on 
the 
Company’s 
website 
at 
https://www.celyad.com/en/investors/corporate-governance. The Audit Committee is responsible for 
overseeing the Code of Conduct and is required to approve any waivers of the Code of Conduct for 
employees, members of its Executive Committee and directors. 
2.4.7.
Market abuse regulations 
On June 17, 2013, the Board of the Company defined specific rules to prevent the illegal use of inside 
information by board members, shareholders, managers and employees or the appearance of such use (the 
"Market Abuse Policy”). The Market Abuse Policy is regularly reviewed and updated by the Board of Directors 
and is available on the Company’s website.
These provisions and their compliance are primarily intended to protect the market. To ensure that the law 
is respected and to uphold the reputation of the Company, it is therefore necessary to take a number of 
preventive measures in the form of a code of conduct.  
The Policy applies to all holders of inside information (the "Insiders"). An insider can be given access to 
inside information within the scope of the normal performance of his or her duties. The insider has the strict 
obligation to treat this information confidentially and is not allowed to trade financial instruments of the 
Company to which this inside information relates.

 
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In accordance with art 25bis §1 of the law of August 2, 2002, and the EU Regulation 596/2014 of April 16, 
2014, on market abuse (the “MAR”), the Company has established a list of persons in the Company who, 
based on an employment or service agreement, have contracted with the Company and have during the 
course of their duties access to inside information directly or indirectly. This list is updated regularly and 
remains at the disposal of the FSMA for a period of 5 years.
2.5.
Corporate Governance Code 
The Company's Board of Directors complies with the principles of the CGC. However, the Company deviates 
from the following principles:
•
Remuneration in company’s shares (principle 7.6): as per applicable laws, the Company does not 
meet the legal requirements to proceed with a shares buy-back and, consequently does not own 
treasury shares, and therefore, is not able to grant a portion of non-executive directors’ 
remuneration in company’s shares;
•
No grant of stock options to independent directors (principle 7.6): since the Company is not able to 
offer treasury shares, the Company decided that independent directors may be allocated a fixed 
number of subscription rights (warrants). This allocation of warrants is not related to any 
performance criteria. As further detailed in the Company’s Remuneration Policy, this allocation is 
aimed at attracting highly skilled non-executive directors in a highly dynamic and competitive 
market;
•
Absence of minimum detention of shares (principle 7.9): at the date of this Report, the Company 
has not fixed any minimum threshold for the detention of shares by the members of the Executive 
Committee. This decision is led by the fact that, since the Company does not have distributable 
incomes it cannot proceed to shares buy-backs (pursuant to article 7:215 of the BCCA, shares buy-
back may only be paid with distributable incomes) and consequently does not own treasury Shares, 
which limits the possibility to offer shares for free to members of the Executive Committee. However, 
the members of the Executive Committee hold subscription rights (warrants) on the Company’s 
shares as described in the Remuneration Report;
•
No clawback (principle 7.12): at the date of this Report, the Company has not adopted any clawback 
provision to claim variable remuneration from the Executive Committee members, given the practice 
of the industry in which the Company operates and the difficulties to recruit in this competitive 
environment.
The Company has not adopted a diversity policy. The talents market is particularly tense and dynamic in the 
biopharmaceutical industry and developing a diversity policy adjusted to this fast-changing environment was 
not deemed to be the best instrument to meet the Company’s challenges in human resources. Over the past 
years, the Company has successfully achieved a broad degree of diversity from a gender, citizenship, 
expertise and educational background perspective at the Company’s Board of Directors, Executive 
Committee, Management and staff levels. The Company has attracted talents from various countries which 
reflects the Company’s international footprint to support the Company’s strategy.
At the Board of Directors, the Company complies with Belgian laws on gender with at least one third of the 
members who are from a different gender. One Board member is Belgian-Canadian, seven members are 
Americans, one is Croatian-American-Swiss, and two are Belgians. 
At the Executive Committee, one member was Belgian-Canadian, one is American, three are Belgians and 
one is Israeli-Dutch. One member is a woman. The Company will pursue its efforts to increase the female 
presence at the Executive Committee.  
Regarding the employees not included above the Company records 50% female employees and 50% male 
employees.

 
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In accordance with the CGC, the Board of Directors of the Company will review its Charter from time to time 
and make such changes as it deems necessary and appropriate. The Charter, together with the Company’s 
articles 
of 
association, 
is 
available 
on 
the 
Company's 
website 
(https://celyad.com/wp-
content/uploads/20220324_Celyad-Oncology_Corporate_governance_charter.pdf) 
and 
can 
be 
obtained free of charge at the registered office of the Company. 
2.6.
Remuneration Policy
2.6.1.
 Introduction
The remuneration policy of the Company (the “Policy”) applied during the financial year 2023 has been 
approved at the shareholders meeting of May 6, 2024. 
The Policy is established to be competitive in the (employment) markets in which the Company operates, 
mainly Europe and United States. The Company believes this adds to the long-term value creation for all 
our stakeholders.
As a biotechnology company, the Company aims at achieving a strategy involving discovering, developing 
and testing (potential) product candidates. Successful implementation of this strategy requires an intense 
long-term effort of highly qualified persons. As such, this Policy is aimed at attracting and retaining highly 
qualified persons for executive and non-executive positions on our Board of Directors as well as executive 
management and to motivate them to contribute to our long-term goals and strategy.
2.6.2.
 Remuneration of the Board of Directors
2.6.2.1.
Principles
The Policy is aimed at attracting directors with the most relevant skills, knowledge and expertise in a highly 
competitive and quickly evolving industry. The Policy will help the Company attract and retain a diverse and 
international team of directors, striking a balance between scientific, financial, operational and strategic 
contributions, promoting an open, fair, sustainable and equitable company culture, driven by success. 
The remuneration of directors is determined by the Shareholders’ Meeting upon proposal of the Board of 
Directors based on a recommendation from the Nomination and Remuneration Committee. The Nomination 
and Remuneration Committee benchmarks non-executive Directors' compensation against peer companies 
to ensure that it remains fair and competitive. The Directors’ remunerations are therefore market driven.
2.6.2.2.
Components
The Policy, applied since January 1st, 2024, is based on the following fixed components:
(a) A fixed fee; and
(b) Warrants. 
The fixed fee shall be paid only to independent and non-executive directors and the warrants may be offered 
by the Board of Directors to any non-executive directors.1
1 Being however noted that some directors are not allowed to accept any offer of warrants, for instance the individuals 
who are on staff of investment funds and banks.
The remuneration of these Directors does not contain any variable part and is not based on any performance 
conditions. Executive directors shall not receive any remuneration nor warrant in consideration for their 
membership of the Board. 

 
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As the Company has no distributable reserves, it does not meet the legal requirements to proceed to a 
shares buy-back, therefore does not own treasury shares and is then currently unable to grant shares to the 
non-executive directors as part of their remuneration. This is a deviation from principle 7.6 of the CGC.
Fixed fee
The fixed fee to be paid to independent and non-executive directors consists of a fixed annual fee (retainer) 
of EUR 40,000.
The Board fees are paid in quarterly installments at the end of each subsequent calendar quarter. 
The Company will also reimburse out-of-pocket expenses (such as, without limitation, travel, meals and 
lodging expenses) incurred by directors in direct relation with their Board duties.
Warrants 
In deviation from the principle 7.6 of the CGC, the Board has determined that the grant of warrants to certain 
directors is in the best interest of the Company to attract and retain highly skilled directors in a very dynamic 
and competitive environment. The grant of warrants is a commonly used remuneration instrument in the 
sector in which the Company operates, in particular in the United States where the Company is active. In 
addition, the Company is not entitled to own treasury shares (see above) and is currently unable to offer any 
remuneration in shares. Finally, the grant of warrants provides an attractive additional remuneration without 
impacting the Company’s cash. Without this possibility, the Company would be subject to a considerable 
disadvantage compared to competitors offering warrants to their directors. 
The grant of warrants is not linked or subject to any performance conditions and consequently, does not 
qualify as variable remuneration.  
The warrants are usually issued by decision of the Board of Directors within the framework of the authorized 
capital (but can also be issued by decision of the Shareholders’ Meeting). The warrants are then offered to 
certain directors by decision of the Board of Directors upon recommendation of the Nomination and 
Remuneration Committee. Conflict of interest procedure applies to such decision of the Board. Each warrant 
gives its holder the right (but not the obligation) to subscribe, under the exercise conditions, during the 
exercise periods and against payment of the exercise price, to one Company’s share.
Company’s warrants are granted for a limited term. This term is determined by the Board of Directors, in 
compliance with the BCCA, with a maximum of ten years. As an express derogation to article 7:91 of the 
BCCA, the warrants have a vesting period of minimum one (1) year and may be exercised to the extent 
vested. Shares obtained through the exercise of warrants are freely transferable.
The exercise price is equal to the fair market value of the Company's shares at the time of the offer. This 
value is determined by the Board of Directors and corresponds to either the closing price of the Company's 
share on the day before the date of the offer or the average of the thirty (30) calendar days preceding the 
date of the offer of the closing price of the Company's Share.
The vesting scheme and/or exercise of the warrants can be accelerated, upon decision of the Board of 
Directors, in the following situations:
(a) Share capital increase in cash without suspension of the preferential rights of the existing 
shareholders;
(b) Takeover bid on the shares of the Company as of the announcement of the public offer by the 
FSMA;
(c)
Change of control on the Company;

 
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(d) Conclusion of a “strategic partnership” with an important industrial actor, active in the life-science 
sector, and if the “strategic partnership” is qualified as such by the board of directors.
For further details on the terms and conditions of our warrants plans, we refer to the plans available on our 
website and as may be amended from time to time.
2.6.2.3.
Contract terms and conditions
The directors' mandate may be terminated "ad nutum" (at any time) without any form of compensation.  There 
is no specific agreement between the Company and non-executive directors which waives or restrains the 
right of the Company to terminate “ad nutum” (at any time) the mandates of the directors.
The Company has signed with its directors an engagement letter consistent with the terms of this Policy. 
2.6.3.
Remuneration of the Executive Committee 
2.6.3.1.
Principles
The Company’s remuneration Policy for the members of its Executive Committee is aimed at attracting, 
motivating, and retaining top talents in a very competitive and international environment to deliver our 
strategic and operational objectives. The Company’s aim is therefore to be competitive against peer 
companies in its markets, to incentivize performance and not to discriminate on any manner. 
The remuneration Policy is driven by the employees’ and the Company’s performance. The remunerations 
are based on market benchmarks.
The remuneration of the members of the Executive Committee is determined by the Board of Directors based 
on recommendations made by the Nomination and Remuneration Committee, further to a recommendation 
made by the CEO to the Nomination and Remuneration Committee (except where his own remuneration is 
concerned). 
The Nomination and Remuneration Committee takes into consideration the employment conditions of 
employees and ensures that the remuneration of the Executive Committee remains proportionate to the 
remuneration of the employees, taking into consideration the degree of responsibility of the Executive 
Committee. Both the members of Executive Committee and employees’ remunerations are market driven. 
For employees, the Company’s remuneration is based on an independent benchmark done by a reputed 
international firm. The benchmark includes data points from biotech, medium and large pharmaceutical 
companies and is performed on an annual basis.
2.6.3.2.
Components
The remuneration of the Executive Committee is based on the following fixed and variable components:
(a) Base fixed remuneration;
(b) Variable annual cash remuneration; 
(c)
Pension;
(d) Fringe benefits; and
(e) Warrants. 
The structure of the remuneration of Executive Committee members consists in an appropriate balance 
between fixed and variable remuneration. The nature and magnitude of the variable remuneration is 
structured to align the interests of the Executive Committee members with the sustainable value-creation 
objectives of the Company. Pension and other fringe benefits complete the remuneration package in line 

 
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with market practice. The actual relative weights of the components of the remuneration package depends 
on the achievement of the performance criteria, the role and the location of each Executive Committee 
member as specified below, and aims at ensuring remuneration packages that are competitive and in line 
with market practice.
Base Fixed Remuneration
Each member of the Executive Committee is entitled to a base fixed remuneration designed to fit 
responsibilities, relevant experience, and competences, in line with market rates for equivalent positions. 
Variable Annual Cash Remuneration
The base amount of the variable remuneration is based on the Company’s performance and the individual 
performance of the Executive Committee members measured against the individual and Company’s 
objectives. 
For the CEO, the variable remuneration is based on 75% of the Company performance and 25% of individual 
performance. For the other members of the Executive Committee, the variable remuneration is based on 
50% of Company performance and 50% of individual performance.  
The variable compensation represents 30% of the fixed compensation at target for non-US members, 35% 
to 40% of the fixed compensation at target for US-based members and 45% of the fixed compensation at 
target for the CEO. Those target percentages may be multiplied by a factor from 0% to 200%, depending on 
the individual performance. 
The Variable Annual Cash Remuneration is therefore subject to an absolute cap of 200% of the fixed 
compensation, in line with principle 7.10 of the CGC.
The Company objectives are determined annually by the Board of Directors, ultimately at the start of the 
period in which the incentive may be earned. 
The individual performance of each member of the Executive Committee is determined by an annual 
assessment between the individual and the CEO (or, for the CEO, between the CEO and the Chairman of 
the Board). It consists of SMART (Specific, Measurable, Actionable, Realistic, Time driven) and challenging 
objectives. Those individual objectives are aligned and consistent with the Company’s strategic objectives. 
The performance assessment leads to a score that will define the overall individual performance and is 
determined by the Board of Directors upon recommendation of the Nomination and Remuneration 
Committee.
The Company’s objectives are aligned with the Mission and the Vision of the Company and contribute to the 
Company’s strategy, the enhancing of patients’ well-being and life and shareholders value creation, while 
maintaining a solid cash position. The Company’s objectives are typically based on a combination of various 
elements:
•
R&D Engine
-
Pre-clinical Product and Platform Development
-
Target identification and validation
-
Intellectual property creation
•
External Visibility
-
Peer reviewed and corporate publications 
-
Invited presentations

 
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-
Investors relations/media 
•
Company funding, cash runway and the efficient use of financial and non-financial resources 
against budget
•
External partnership development and collaboration
The Company’s and the individual’s performances are assessed in the first quarter of each calendar year by 
the Board of Directors. The variable compensation is paid to the members of the Executive Committee in 
the first quarter of the following year upon decision of the Board of Directors. 
In deviation from principle 7.12 of the CGC, there is no possibility for the Company to reclaim the variable 
remuneration. 
Pension
Each member of the Executive Committee who is an employee of the Company is entitled to the participation 
to pension plans with defined contributions.
For Belgium-based members of the Executive Committee, defined contributions pensions are paid in a 
Group Insurance plan which also includes a health insurance and a life insurance.
US-based members of the Executive Committee participate to an employer-sponsored defined-contribution 
pension account defined in subsection 401(k) of the Internal Revenue Code disability insurance and life 
insurance.
The members of the Executive Committee who are engaged through services or consulting agreements are 
not entitled to a group insurance plan, or to an employer-sponsored defined-contribution pension account 
defined in subsection 401(k) of the US Internal Revenue Code, or to a health insurance plan.
Fringe benefits
Each member of the Executive Committee is entitled to several fringe benefits which may include:
(a) A company car; 
(b) A lump-sum expense allowance;
(c)
If required by their specific social or tax status, a housing allowance, tax advisory services, 
relocation allowances, schooling allowances;
(d) The reimbursement of other expenses related to their responsibilities in the company.
On an exceptional basis and depending on the employment market conditions, a sign on bonus may be 
granted when a member of the Executive Committee is hired. The sign on bonus is approved by the Board 
of Directors based on recommendations made by the Nomination and Remuneration Committee.
Warrants 
The Company may from time to time offer to the members of the Executive Committee to participate to a 
warrants plan at the discretion of the Board of Directors. The warrants are usually issued by decision of the 
Board of Directors within the framework of the authorized capital (but could also be issued by decision of the 
Shareholders’ Meeting). The warrants are then offered to each member of the Executive Committee by 
decision of the Board of Directors upon recommendation of the Nomination and Remuneration Committee. 
Each warrant gives its holder the right (but not the obligation) to subscribe, under the exercise conditions, 
during the exercise periods and against payment of the exercise price, to one Company’s share.
The number of warrants offered to each of the beneficiaries is freely determined by the Board of Directors, 
acting upon the recommendation of the Nomination and Remuneration Committee. The number of warrants 

 
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is based on a benchmarking exercise regularly performed to ensure that the grants are competitive and in 
line with market practice. 
When the offer of warrants is based on the individual performance of the member of the Executive 
Committee, the performance scores range from 1 (underperforming) to 5 (exceeding performance):
(a) If the performance score is 1, the number of warrants is zero;
(b) If the performance score is 2, the number of warrants is multiplied by a factor between 50% to 90%;
(c)
If the performance score is 3, the number of warrants is multiplied by a factor of 100%;
(d) If the performance score is 4, the number of warrants is multiplied by a factor between 100% and 
125%;
(e) If the performance score is 5, the number of warrants is multiplied by a factor between 125% and 
150%.
In principle, the performance score is based on an assessment of the individual performance over one year. 
Yet, the vesting period of minimum one (1) and maximum four (4) years applied on the warrants, whose 
value is notably impacted by the performance of the Executive Committee, implies that the Company 
complies with a long term view for a major portion of the variable remuneration of the members of the 
Executive Committee. 
Under our incentive plans, warrants are granted for a limited term. This term is determined by the Board of 
Directors, in compliance with the provisions of the BCCA with a maximum of ten years. The warrants have 
a vesting period of minimum one (1) and maximum four (4) years and may be exercised to the extent vested. 
Shares obtained through the exercise of warrants are freely transferable.
The exercise price is equal to the fair market value of the Company's shares at the time of the offer. This 
value is determined by the Board of Directors and corresponds to either the closing price of the Company's 
share on the day before the date of the offer or the average of the thirty (30) calendar days preceding the 
date of the offer of the closing price of the Company's Share.
The vesting scheme and/or exercise of the warrants can be accelerated in the following situations:
(a) Share capital increase in cash without suspension of the preferential rights of the existing 
shareholders;
(b) Takeover bid on the shares of the company as of the announcement of the public offer by the 
FSMA;
(c)
Change of control on the company;
(d) Conclusion of a “strategic partnership” with an important industrial actor, active in the life-science 
sector, and provided that the “strategic partnership” is qualified as such by the board of directors.
For further details on the terms and conditions of our warrants plans, we refer to the plans available on our 
website and as may be amended from time to time.
In deviation from the principle 7.9 of the CGC, the Company has not fixed any minimum threshold for the 
detention of shares by the members of the Executive Committee. However, the members of the Executive 
Committee hold subscription rights (warrants) on the Company’s shares as described in above in this 
Remuneration Policy, enabling them to hold shares in the Company.
2.6.3.3.
Contract terms and conditions
The members of the Executive Committee are engaged based on a services agreement or an employment 
contract.

 
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Labor law applies to the contractual arrangements with the members of the Executive Management engaged 
on an employment contract.
When the member of the Executive Committee is engaged on a services agreement, it generally provides 
for a notice period of six months and for the possibility to terminate the agreement with cause and without 
indemnity.
No specific severance clauses are agreed as a rule, except when duly justified after recommendation of the 
Nomination and Remuneration Committee.
There is no specific additional individual plan regarding supplementary pension or early retirement schemes 
put in place for the members of the Executive Committee. 
2.6.4.
Deviations from this Policy 
The Board has the authority to temporarily deviate from this Policy in case of exceptional circumstances, 
primarily those in which deviation is necessary to serve the long-term interests and sustainability of the 
company or to guarantee the viability of the company. Should there be a need to deviate from this 
remuneration Policy, the CEO will bring substantiated arguments to the Nomination and Remuneration 
Committee for recommendations and approval by the Board of Directors. Any deviations from this policy will 
be described in the Remuneration report. 
2.7.
Remuneration report
2.7.1.
Introduction
In 2024, the remuneration of the Board of Directors was based on a fixed remuneration and a fixed grant of 
warrants, whereas the remuneration of the Executive Committee members was based on a base fixed 
remuneration, a variable annual cash remuneration, fringe benefits and long-term share-based incentives 
(warrants). 
The variable remuneration of the Executive Committee members was calculated based on the Company 
and the individual’s performance. The Company’s performance was measured against the Company’s 
objectives, and the Executive Committee members’ performance, against their individual objectives. 
The Company’s 2024 objectives have been determined by the Board of Directors at the beginning of the 
year. For 2024, the Board of Directors has decided to establish the Company’s performance at 85%, 
reflecting the level of achievement of the Company’s objectives based on the execution of the development 
of our R&D programs, our licensing and business development, the financing of the Company, and the 
finalization of the reorganization of the Company.
The individual performance of each member of the Executive Committee has been determined by an 
individual assessment between the Executive Committee member and the CEO (or, for the CEO, between 
the CEO and the Chairman of the Board). The assessment of the Executive Committee member and the 
CEO was reviewed by the Nomination and Remuneration Committee which made a recommendation to the 
Board of Directors for final decision. The CEO did not participate to any decision regarding his own individual 
performance.
For the CEO, the variable remuneration is based on 75% of the Company performance and 25% of individual 
performance. For the other members of the Executive Committee, the variable remuneration is based on 
50% of Company performance and 50% of individual performance.  
The variable compensation represents 30% of the fixed compensation at target for non-US members, 35% 
or 40% of the fixed compensation at target for US-based members and 45% of the fixed compensation at 
target for the CEO. Those target percentages may be multiplied by a factor from 0% to 200%, depending on 
the individual performance.

 
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Therefore, the following formula has been used to calculate the amount of the variable remuneration: 
(Annual salary/fee x % contractual bonus x % Company performance x ratio Company performance%)  + 
(Annual compensation/fee x % contractual bonus x % linked with the individual performance x ratio Individual 
performance).
In 2024, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, 
has also decided to offer to the members of the Executive Committee the opportunity to participate to a 
warrants plan. 
Reference is made to the section 2.5 of this Annual Report regarding the deviations from certain principles 
of the CGC relative to the remuneration of the Board of Directors and the Executive Committee. 
In the wave of the shareholders’ rights reform, the company complied with the new standardized 
remuneration report as presented by the EU Commission currently as a draft (Draft Guidelines on the 
standardized presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive 
(E1U) 2017/828, as regards the encouragement of long-term shareholder engagement).
The Company seeks to improve permanently the quality and transparency of its remuneration to the Board 
and to the Executive Committee and to take into account the observations of its shareholders or proxies.
The remuneration Policy and this remuneration report provide for a greater degree of disclosure and 
transparency on all the components of the remuneration of the Board and the Executive Committee, and the 
link between the remuneration and the performance of the Company.
The total remuneration of the Board of Directors, the CEO and the Executive Committee members is detailed 
hereinafter.
2.7.2.
Total Remuneration 
In this Section, the Total Remuneration Tables are structured as follows:
Table 1 – Total Remuneration (1)
1. Fixed Remuneration
2. Variable remuneration
Name,
Position 
(2)
Fixed
Fees
Board
Fees
Other
Benefits
(3)
One Year
Variable
(4)
Multi-year
variable on
warrants
granted
during
2024(5)
a) Benefit in
kind b)
Number
of warrants
c) Target
value at the
offer date
3. Extraordinary
Items (6)
4. Pension
expenses (7)
5. Total
Remuneration
6. Proportion of
Fixed & 
Variable
Remuneration 
(8)
(1) All components of remuneration are reported in gross amounts
(2) If the officer has not been in service for the entire year of the report, the start date and/or the date of the end of his 
contract must be informed
(3) This component includes death and disability benefits, medical expenses and other additional benefits
(4) The amount reported is equal to the monetary value of the variable remuneration acquired during the year reported 
(2023)
(5) Benefit in kind on granted warrants – according to the Belgian Act of 26 March 1999.
(6) Extraordinary items paid in 2023: the grants of warrants are reported under this section, considered as extraordinary, 
fixed items of the remuneration.
(7) The reported amount contains all contributions that were actually paid by the employer during the year to pension 
plans. 

 
2024 Annual Report
5
0
(8) Relative share of fixed remuneration = [Fixed remuneration + cost of pension] / [Total remuneration]                         
Relative share of variable remuneration = [Variable remuneration] / [Total remuneration]
2.7.2.1.
Total remuneration of the Board of Directors
Total remuneration (1)
1. Fixed
remuneration
2. Variable
remuneration
3. Extraordinary 
items
awarded in 
2024 (6)1 a)
BIK on fixed 
grants
warrants b) 
Warrants
awarded
4. 
Pension
expense
(7)
5.Total
Remuneration
6. Proportion of fixed 
and
variable 
remuneration
(8)
 Name,
Position (2)
Base
salary
Board fees
Other
benefits
(3)
One year
variable
(4)
Multi-year
variable
(5)
Mel Management 
(permanent 
representative Lussier 
Michel)
a)
€
1,783
€
1,783
Fixe
100%
b)
40,000
Variable
0%
BVBA Hilde Windels ( 
permanent 
representative 
Windels Hilde
€
40,000
a)
€
644
€
40,644
Fixe
100%
€
-
b)
10,000
Variable
0%
Windels Hilde
a)
€
-
Fixe
100%
b)
Variable
0%
Goblet Serge
a)€
644
€
644
Fixe
100%
b)
10,000
Variable
0%
Piscitelli Dominic
€
40,000
a)€
-
€
40,000
Fixe
100%
€
-
b)
40,000
Variable
0%
Udier Marina
€
40,000
a)€
-
€
40,000
Fixe
100%
€
-
b)
40,000
Variable
0%
Patel Ami
€
-
a)
(1)
Fixe
0%
b)
Variable
0%
LiPuma Chris
€
-
a)
(2)
Fixe
0%
b)
Variable
0%
James Jonathan
€
-
a)
(3)
Fixe
0%
b)
Variable
0%
Mandel Sage
€
-
a)
(4)
Fixe
0%
b)
Variable
0%
Gothing Andrea
€
-
a)
(5)
Fixe
0%
b)
Variable
0%
Grand Total
€
120,000
€
3,071
€
123,071
(1) 
(2)(3)(4)(5)(6) not applicable – non eligible
In 2024, each Director, including non-executive Directors, have been offered fixed grants of 30,000 warrants 
in April 2024 and 10,000 warrants in November 2024. The grants were not related to any performance 
condition. The reasons for the variation in the number of warrants awarded (disclosed under b) are specified 
under footnotes (1) and (2). No taxable benefit in kind is disclosed under (a) for Directors with tax residence 
outside of Belgium (who are not in scope for the tax valuation under Belgian law). 
The details on the warrants (including the number of warrants granted, vested, and exercised, and the 
exercise price can be found in the Share-Based Remuneration section below:
2.7.2.2.
Total remuneration of the CEO

 
2024 Annual Report
5
1
Table1 - Total remuneration (1)
 
1. Fixed remuneration
2. Variable remuneration
 
Base
salary
Board
fees
Other
benefits 
(3) '(1)
One year
variable
(4)
Multi-year
variable on
warrants
granted
during
2024(5)
a) Benefit in
kind b)
Number of
warrants c)
Target value
at the offer
date
3. 
Extraordinary
items
(6)
4. Pension
expense
(7)
5. Total
Remuneration
6. 
Proportion of
fixed and
variable
remuneration (8)
Name,
Position (2)
Lussier Michel
a)€
-
Fixe
100%
- CEO ( from 
Dec 1, 2023 till 
September 2024 
)
€
80,612
€
- €
-
b)
€
-
€
- €
80,612
Variable
0%
c)€
-
(1) Others benefits such as health insurance…
Table1 - Total remuneration (1)
 
1. Fixed remuneration
2. Variable 
remuneration
Name,
Position 
(2)
Base
salary
Board
fees
Other
benefits 
(3) '(1)
One year
variable (4)
Multi-year
variable on
warrants
granted
during
2024(5)
3. 
Extraordinary 
items (6)
4. Pension 
expense 
(7)
5. Total 
Remuneration
6. Proportion
of fixed and
variable
remuneration (8)
a) Benefit in 
kind b)
Number of 
warrants c)
Target value at 
the
offer date
Matt 
Kane
€
101,830
€
6,294 €
67,276 a)€
-
€
4,340 €
179,740
Fixe
63%
b)€ 1,035,714
€
- €
- Variable
37%
c)€
279,643
€
- €
-
The multi-year variable consists in the grant of warrants. The target value at the offer date may vary, 
depending on the share price.
For the proportion between the fixed and the variable remuneration, the amount of the benefit in kind 
according to the Belgian Act of 26 March 1999 is taken into consideration.

 
2024 Annual Report
5
2
2.7.2.3.
Total Remuneration of the Executive Committee (excl.-CEO)
Table1 - Total remuneration (1)
 
1. Fixed remuneration
2. Variable remuneration
Name,
Position (2)
Variable
sur
plusieurs
années
sur les
warrants
octroyés en
2024(5)
3. 
Extraordinary
items  (6)
4. Pension
expense 
(7)
5. Total
Remuneration
6. Proportion of
fixed and variable
remuneration  (8)
Base
salary
Board
fees
Other 
benefits
(3) (2)(2)
One year
variable (4)
a) Avantage
en nature
b) Nombre
de warrants
c) Valeur
cible à la
date de l’
offre
a) €
9,392
€
17,290 €
977,035
Fixe
81%
Executive
€ 732,428 €
- €
42,416 € 175,509
b) € 265,000
Committee (1)
c) € 181,000
Variable
19%
(1) This table contains aggregate amounts for active and former EC Members. For the actual EC Members; two Executive Committee members are legal entity 
engaged through services agreements with the Company and two Executive Committee Members are natural person.
(2) Other fringe benefits are attributed to natural persons only, such as pension plan, health insurance, company car, representation allowances.
The table above contains aggregate amounts for the 4 members of the Executive Committee.
The multi-year variable consists in the grant of warrants. The target value at the offer date may vary 
depending on the share price.
For the proportion between the fixed and the variable remuneration, the amount of the benefit in kind 
according to the Belgian Act of 26 March 1999 is taken into consideration.
2.7.2.4.
Performance of Executives in the reported financial year
The performance criteria, their relative weighting and the actual outcome in 2024 can be summarized as 
follows.
The amount of the variable remuneration is based on the Company’s performance and the individual 
performance of the executive committee members measured against the individual and Company’s 
objectives. For the CEO, the variable remuneration is based on 75% of the Company performance and 25% 
of individual performance. For the other members of the Executive Committee, the variable remuneration is 
based on 50% of Company performance and 50% of individual performance.  
The Company’s 2024 objectives have been determined by the Board of Directors at the beginning of the 
year. For 2024, the Board of Directors has decided to establish the Company’s performance at 85%, 
reflecting the level of achievement of the Company’s objectives based on the execution of the development 
of our R&D programs, our licensing and business development, the financing of the Company, and the 
finalization of the reorganization of the Company.   

 
2024 Annual Report
5
3
Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors has decided 
to grant the following variable remuneration and warrants to the CEO and the members of the Executive 
Committee: 
1.
2.
3.
 
Performance criteria
Relative 
weighting of the 
performance 
criteria
a) Measured 
performance
b) Actual award 
outcome (cash 
and warrants)
R&D (2 pilars Dual Car NKG2D / 
multiplex SHRNA)
50%
a)50%
b)N/A
Company
Business Development
40%
a)25%
b)N/A
Financing
0%
a)N/A
b)N/A
Corporate / Other
10%
a)10%
b)N/A
CEO
Company performance
75%
a)85 %
b)€53,500
Individual Performance
25%
a)100 %
b)€17,500
4 Members of the executive committee
Company Performance
50%
a)85%
b)€68,473
Individual performance
50%
a)
113% in 
average
b)€91,029
2.7.3.
Share-based Remuneration 
Table 2 - Remuneration in warrants
 
Information regarding the reported financial year
 
The main conditions of warrant plans
Opening
Balance
During the year (*)
Closing 
Balance
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name of 
Director, 
position
Specification
of plan
Award
date
Vesting
date
End of
retention
period
Exercice
period
Exercice
Price
warrants
held
at the
beginning
of the
year
a) waeeants
awarded
b) Price
of the
underlying
shares
@ date
of the
offer
date
a) Warrants
exercised
b) Price
of the
underlying
shares @date
of acquisition
c) Price @
Exercice price
d) Added
value
@date of
equisition
Warrants
awarded and
unexercised
The Share-Based Remuneration Tables are structured as follows: 
2.7.3.1.
Board of Directors 
In deviation from the principle 7.6 of the CGC, the Board has determined that the grant of warrants to non-
executive or independent directors is in the best interest of the Company to attract and retain highly skilled 
directors in a very dynamic and competitive environment. The grant of warrants is a commonly used 
remuneration instrument in the sector in which the Company operates, in particular in the United States 
where the Company is active. In addition, the Company is not entitled to own treasury shares and is currently 
unable to offer any remuneration in shares. Finally, the grant of warrants provides an attractive additional 

 
2024 Annual Report
5
4
remuneration without impacting the Company’s cash. Without this possibility, the Company would be subject 
to a considerable disadvantage compared to competitors offering warrants to their non-executive directors. 
The grant of warrants is not linked or subject to any performance conditions and consequently, does not 
qualify as variable remuneration.  
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 
2024-11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
10,000
10,000
31/12/34
b)
2,700
WP 
2024-04
18/04/24
18/04/27
N/A
01/01/28
€ 0.33
a)
30,000
30,000
31/12/34
b)
9,900
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
10,000
a)
10,000
31/12/36
b)
WP 2022
27/03/23
12/11/23
N/A
01/01/27
€ 0.87
20,000
a)
20,000
31/12/36
b)
WP 2021
21/03/22
12/11/23
N/A
01/01/26-
€ 2.14
10,000
a)
10,000
31/12/29
b)
WP 2021
26/10/21
12/11/23
N/A
01/01/25-
€ 3.75
10,000
a)
10,000
31/12/28
b)
WP 2020
26/02/21
26/02/24
N/A
01/01/24-
€ 6.49
10,000
a)
10,000
31/12/28
b)
Michel Lussier,
WP 2020
11/12/20
11/12/23
N/A
01/01/24-
€ 6.73
10,000
a)
10,000
Board member
31/12/27
b)
WP 2019
28/07/20
28/07/23
N/A
01/01/24-
€ 8.80
10,000
a)
10,000
31/12/25
b)
WP 2019
24/10/19
24/10/22
N/A
01/01/23-
€ 8.16
10,000
a)
—
31/12/24
b)
WP 2018
22/01/19
22/01/22
N/A
01/01/23-
€22.04
10,000
a)
—
31/12/24
b)
a)
40,000 a)
b)
12,600 b)
Total:
100,000
c)
120,000
d)
(*) During the year, no warrants were exercised and no warrants expired in accordance with the warrant plan
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 
2024-11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
10,000
10,000
31/12/34
b)
2,700
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
10,000
a)
10,000
31/12/36
b)
WP 2022
27/03/23
12/11/23
N/A
01/01/27-
€ 0.87
20,000
a)
20,000
31/12/36
b)
WP 2021
26/10/21
12/11/23
N/A
01/01/21-
€ 3.75
10,000
a)
10,000
31/12/28
b)
WP 2020
11/12/20
11/12/23
N/A
01/01/24-
€ 6.73
10,000
a)
10,000
31/12/27
b)
Serge Goblet,
WP 2019
24/03/20
24/03/23
N/A
01/01/24-
€ 5.97
10,000
a)
10,000
Board Member
31/12/25
b)
WP 2019
24/10/19
24/10/22
N/A
01/01/23-
€ 8.16
10,000
a)
—
31/12/24
b)
WP 2018
22/01/19
22/01/22
N/A
01/01/23-
€22.04
10,000
a)
—
31/12/24
b)
a)
10,000 a)
b)
2,700 b)
Total:
80,000
c)
70,000
d)
(*) During the year, no warrants were exercised and no warrants expired in accordance with the warrant plan

 
2024 Annual Report
5
5
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 
2024-11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
10,000
10,000
31/12/34
b)
2,700
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
10,000
a)
10,000
31/12/36
b)
 Hilde
WP 2022
27/03/23
12/11/23
N/A
01/01/27-
€ 0.87
20,000
a)
20,000
 Windels,
31/12/36
b)
 Chair
WP 2022
28/12/22
12/11/23
N/A
01/01/26-
€ 0.52
10,000
a)
10,000
 (as from
31/12/35
b)
 Jun-22)
WP 2019
24/10/19
24/10/22
N/A
01/01/23-
€ 8.16
10,000
a)
—
 
31/12/24
b)
 
WP 2018
26/10/18
26/10/21
N/A
01/01/22-
€22.04
—
a)
—
31/12/23
b)
 
a)
10,000 a)
 
b)
2,700 b)
Total:
50,000
c)
50,000
d)
(*) During the year, no warrants were exercised but 10,000 warrants were forfeited in accordance with the warrant 
plan 2018
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 2024-
11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
10,000
10,000
31/12/34
b)
2,700
WP 2024-
04
18/04/24
18/04/27
N/A
01/01/28
€ 0.33
a)
30,000
30,000
31/12/34
b)
9,900
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
10,000
a)
10,000
31/12/36
b)
WP 2022
27/03/23
12/11/23
N/A
01/01/27-
€ 0.87
20,000
a)
20,000
Dominic
31/12/36
b)
Piscitelli,
WP 2022
28/12/22
12/11/23
N/A
01/01/26-
€ 0.52
10,000
a)
10,000
Board
31/12/35
b)
Member
WP 2021
21/03/22
12/11/23
N/A
01/01/26-
€ 2.14
10,000
a)
10,000
From: May 2020
31/12/29
b)
 
WP 2020
26/10/21
26/10/24
N/A
01/01/25-
€ 3.75
10,000
a)
10,000
 
31/12/28
b)
 
WP 2020
26/02/21
26/02/24
N/A
01/01/25-
€ 6.49
10,000
a)
10,000
 
31/12/28
b)
 
WP 2020
11/12/20
11/12/23
N/A
01/01/24-
€ 6.73
10,000
a)
10,000
31/12/27
b)
WP 2019
20/05/20
20/05/23
N/A
01/01/24-
€ 7.93
10,000
a)
10,000
31/07/25
b)
a)
40,000 a)
b)
12,600 b)
Total:
90,000
c)
130,000
d)
(*) During the year, no warrants were exercised, and no warrants expired in accordance with the warrant plan

 
2024 Annual Report
5
6
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 
2024-11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
10,000
10,000
31/12/34
b)
2,700
WP 
2024-04
18/04/24
18/04/27
N/A
01/01/28
€ 0.33
a)
30,000
30,000
31/12/34
b)
9,900
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
10,000
a)
10,000
31/12/36
b)
Marina
WP 2022
27/11/23
12/11/23
N/A
01/01/27-
€ 0.87
20,000
a)
20,000
Udier,
31/12/36
b)
Board
WP 2022
28/12/22
12/11/23
N/A
01/01/26-
€ 0.52
10,000
a)
10,000
Member
31/12/35
b)
From May 2020
WP 2021
21/03/22
21/03/25
N/A
01/01/26-
€ 2.14
10,000
a)
10,000
 
31/12/29
b)
 
WP 2021
26/10/21
26/01/24
N/A
01/01/25-
€ 3.75
10,000
a)
10,000
31/12/28
b)
WP 2020
26/02/21
26/02/24
N/A
01/01/25-
€ 6.49
10,000
a)
10,000
31/12/28
b)
WP 2020
17/12/20
17/12/23
N/A
01/01/24-
€ 6.81
10,000
a)
10,000
31/07/27
b)
 
a)
40,000 a)
 
 
b)
12,600 b)
   
Total:
80,000
c)
120,000
 
d)
(*) During the year, no warrants were exercised, and no warrants expired in accordance with the warrant plan
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
a)
—
 
b)
Ami Patel
a)
a)
From Dec 2021*
b)
b)
—
Total:
c)
d)
(*) Not applicable
Table 2 - Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
 
a)
—
Christopher
b)
LiPuma
a)
a)
From Dec 2021 *
b)
b)
—
Total:
c)
d)
(*) Not applicable
Table 2 - Remuneration in warrants
Name of 
Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
 
a)
—
Jonathan
b)
James
a)
a)
From Dec 
2023*
b)
b)
—
Total:
c)
d)
(*) Not applicable

 
2024 Annual Report
5
7
Table 2 - Remuneration in warrants
Name of 
Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
 
a)
—
Sage
b)
Mandel
a)
a)
From Dec 
2023*
b)
b)
—
Total:
c)
d)
(*) Not applicable
Table 2 - Remuneration in warrants
Name of 
Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
 
a)
—
Andrea
b)
Gothing
a)
a)
From Dec 
2023*
b)
b)
—
Total:
c)
d)
(*) Not applicable
2.7.3.2.
Board of Directors – former members 
The warrants plans of all former members of the Board of Directors left before 01 January 2024 can be 
consulted on the former annual reports

 
2024 Annual Report
5
8
2.7.3.3.
Executive Committee 
In deviation from the principle 7.9 of the CGC, the Company has not fixed any minimum threshold for the 
detention of shares by the members of the Executive Committee. However, the members of the Executive 
Committee hold subscription rights (warrants) on the Company’s shares as further described hereinafter.
Table 2 – Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9
10.
 
a)
—
WP 2021
05/07/22
12/11/23
N/A
01/01/26-
€ 1.64
300,000
b)
—
300,000
 
31/12/29
Michel Lussier
CEO
a)
— a)
 
 
b)
— b)
Total:
300,000
c)
300,000
d)
Table 2 – Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10
WP 
2024-11
05/11/24
05/11/27
N/A
05/11/27
€ 0.27
a)
30,000
30,000
31/12/34
b)
8,100
WP 
2024-04
18/04/24
18/04/27
N/A
01/01/28
€ 0.33
a)
50,000
50,000
31/12/34
b)
16,500
WP 2023
10/11/23
12/11/23
N/A
01/01/27-
€ 0.56
30,000
a)
30,000
31/12/36
b)
WP 2022
27/03/23
12/11/23
N/A
01/01/27-
€ 0.87
50,000
a)
50,000
31/12/36
b)
WP 2022
28/12/22
12/11/23
N/A
01/01/26-
€ 0.52
25,000
a)
25,000
David
31/12/29
b)
Georges, VP
WP 2021
21/03/25
12/11/23
N/A
01/01/26-
€ 2.14
9,700
a)
9,700
Finance as
31/12/29
b)
from Jul-22
WP 2021
26/10/21
12/11/23
N/A
01/01/25-
€ 3.75
7,000
a)
7,000
31/12/28
b)
WP 2020
26/02/21
26/02/24
N/A
01/01/25-
€ 6.49
7,000
a)
7,000
31/12/28
b)
WP 2020
11/12/20
11/12/23
N/A
01/01/24-
€ 6.73
5,000
a)
5,000
31/12/25
b)
WP 2019
24/03/20
24/03/23
N/A
01/01/23-
€ 5.97
7,000
a)
7,000
31/12/24
b)
WP 2019
24/10/19
24/10/22
N/A
01/01/23-
€ 8.10
5,750
a)
—
31/12/24
b)
WP 2018
01/03/19
01/03/22
N/A
01/01/21-
€18.10
3,000
a)
—
31/07/22
b)
a)
80,000 a)
b)
24,600 b)
Total:
149,450
c)
220,700
d)
(*) During the year, no warrants were exercised and no warrants expired in accordance with the warrant plan

 
2024 Annual Report
5
9
Table 2 – Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 2024-11
05/11/24
05/11/27
N/A
05/11/27
0.27$
a)
20,000
20,000
31/12/34
b)
5,400
WP 2024-04
18/04/24
18/04/27
N/A
01/01/28
0.33$
a)
30,000
30,000
An Phan, Head
31/12/34
b)
9,900
of Legal (as
WP 2022
28/12/22
12/11/23
N/A
01/01/26
0.52$
25,000
a)
25,000
from Jul-22)
31/12/35
b)
WP2021
26/10/21
12/11/23
N/A
01/01/25
3.75$
5,000
a)
5,000
31/12/28
b)
a)
50,000
a)
b)
15,300
b)
Total:
30,000
c)
80,000
d)
(*) During the year, no warrants were exercised, and no warrants expired in accordance with the warrant plan
Table 2 – Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
WP 2022
27/03/23 12/11/23 N/A
01/01/27-
€ 0.87
20,000
a)
20,000
31/12/36
b)
WP 2022
28/12/22 12/11/23 N/A
01/01/26-
€ 0.52
15,000
a)
15,000
31/12/35
b)
 
WP 2019
24/03/20 24/03/23 N/A
01/01/24-
€ 5.97
1,750
a)
1,750
 
31/12/25
b)
 
WP 2019
24/10/19 24/10/22 N/A
01/01/23-
€ 8.16
2,000
a)
—
31/12/24
b)
Eytan Breeman
WP 2018
01/03/19 01/03/22 N/A
01/01/23-
€18.10
2,000
a)
—
Head of R&D
31/12/24
b)
as from Jul-22
WP 2015
06/11/15 06/11/18 N/A
01/01/19-
€34.65
1,500
a)
1,500
 
31/12/25
b)
 
WP 2014
09/04/15 09/04/15 N/A
01/01/19-
€45.05
700
a)
700
 
31/07/24
b)
 
a)
a)
 
Total:
42,950
b)
b)
38,950
c)
d)
(*) During the year, no warrants were exercised and no warrants expired in accordance with the warrant plan

 
2024 Annual Report
6
0
Table 2 – Remuneration in warrants
Name of Director,
The main conditions of warrant plans
Information regarding the reported financial 
year
position
Opening
During the year (*)
Closing
1.
2.
3.
4.
5.
6.
7.
8
9.
10.
WP 
2024-11
05/11/24 05/11/27 N/A
05/11/27
€
0.27
a)
30,000
30,000
31/12/34
b)
8,100
WP 
2024-04
18/04/24 18/04/27 N/A
01/01/28
€
0.33
a)
50,000
50,000
31/12/34
b)
16,500
WP 2022 27/03/23 12/11/23 N/A
01/01/27- €
0.87
50,000
a)
50,000
31/12/36
b)
WP 2022 28/12/22 12/11/23 N/A
01/01/26
€
0.52
25,000
a)
25,000
Hannes
31/12/35
b)
Iseretant,
WP 2021 26/10/21 12/11/23 N/A
01/01/25- €
3.75
7,000
a)
7,000
Head of IP
31/12/28
b)
(as from
WP 2020 26/02/21 26/02/21 N/A
01/01/25- €
6.49
7,000
a)
7,000
Jul-22)
31/12/28
b)
 
WP 2020 11/12/20 11/12/23 N/A
01/01/24- €
6.73
5,000
a)
5,000
 
31/12/27
b)
WP 2019 24/03/20 24/03/23 N/A
01/01/24- €
5.97
5,000
a)
5,000
31/12/25
b)
WP 2019 26/10/19 24/10/22 N/A
01/01/23- €
8.16
15,000
a)
—
31/12/24
b)
WP 2018 01/03/19 01/03/22 N/A
01/01/23- €
18.10
7,000
a)
—
 
31/12/24
b)
 
WP 2015 29/02/16 29/02/17 N/A
01/01/19- €
32.60
5,000
a)
5,000
 
31/07/25
b)
a)
80,000
a)
b)
24,600
b)
Total:
126,000
c)
184,000
d)
(*) During the year, no warrants were exercised but 3,000 warrants were forfeited in accordance with the warrant plan 2018
2.7.3.4.
Executive Committee – former members
The warrants plans of all former members of the Executive committee left before 01 January 2024 can be 
consulted on the former annual reports.  
2.7.4.
Termination Indemnities
No termination indemnities were paid in 2024.
2.7.5.
Use of the possibility to reclaim the variable remuneration
The Company has not provided for the possibility to reclaim the variable remuneration and did not reclaim 
any variable remuneration during the reported year.
2.7.6.
Deviations from the Remuneration Policy
This Remuneration Report does not deviate from the 2024 remuneration Policy. The Remuneration Policy 
can be found on the Company’s website. 

 
2024 Annual Report
6
1
2.7.7.
Evolution of the remuneration and the performance of the company and ratio
2.7.7.1.
Comparative information
Annual change
2020
2021
2022
2023
2024
Director's average remuneration
Board Members  (in€'000)
55
55
49
35
40
Executive Committee  (in€'000)
412
463
490
275
236
Company’s performance
Loss for the period (in€'000)
(17,204)
(26,502)
(40,935)
(8,448)
(5,824)
Treasury position at year end  (in€'000)
17,234
30,018
12,445
7,004
4,200
Performance KPI's determining the company 
performance
95%
90%
100%
90%
85%
Clinical Programs
38%
40%
N/A
N/A
N/A
Research & Development
33%
8%
N/A
55%
50%
Business Development
25%
8%
N/A
20%
25%
Financing
25%
N/A
10%
0%
Corporate / others
10%
N/A
5%
10%
Average remuneration on a full-time 
equivalent basis of employees
Employees of the company - Celyad Oncology 
(in €'000)
65
64
68
79
80
Employees of the company - Celyad Inc  (in 
€'000)
170
173
181
19
—
This table includes the 2020, 2021, 2022, 2023 data for comparison with 2024.
In addition to the losses and the treasury position at year end, the table includes the performance criteria 
which determined the variable remuneration. These might differ from one year to another, in accordance 
with the Remuneration Policy.
For 2024, the Board of Directors recognized that it was the second year of transformation of the Company.  
The Board of Directors has decided to rate the Company’s performance at 85%, reflecting the level of 
achievement of the Company based on the completion of the objectives set up and disclosed here above. 
The Board of Directors has acknowledged that executives, employees and consultants have demonstrated 
a sense of duty, understanding and professionalism throughout the year 2024.
For the calculation of the average remuneration for the employees, the Company has taken into 
consideration the fixed and the variable parts of the remuneration as well as the other benefits paid to 
employees (such as group insurance, representation allowance, company car, or health insurance).
2.7.7.2.
Ratio
The ratio between the lowest salary for the employees and the highest salary of the Executive Committee is 
9.
For the calculation of the remuneration, the Company has taken into consideration the fixed gross salary.
2.7.8.
Taking into consideration of the vote of the shareholders
On May 5, 2024, the shareholders approved the 2023 remuneration report at 99.4%.
Regarding the vesting period of the warrants, the Company’s warrants vest gradually during a period of 
minimum one (1) year and maximum four (4) year period. The approved warrants plan provide for an 
accelerated vesting, upon decision of the Board of Directors, in case for instance of a change of control or a 
public offering on the shares of the Company. The Company believes that this accelerated vesting in a 
limited number of circumstances is market practice and does not prejudice the shareholders’ interests.   
2.7.9.
Statutory Auditor
BDO Réviseurs d’Entreprises SRL, having its registered office at The Corporate Village, Da Vincilaan 9, box 
E6, 1930 Zaventem, Belgium, duly represented by Christophe Pelzer, has been appointed as Statutory 
Auditor of the Company on May 5, 2023, for a term of three years. 

 
2024 Annual Report
6
2
Christophe Pelzer is member of the Belgian Institute of Certified Auditors ("Institut des Réviseurs 
d'Entreprises ").
The annual remuneration of the auditor for the performance of its three-year mandate for the audit of its 
financial statements (including the statutory financial statements) amounts to K€140 for the year 2024 
(excluding VAT). The audit-related fees and the other fees amount to K€9. 
2.8.
Description of the principal risks associated to the activities of the Group 
2.8.1.
Risk Management 
Risk management is embedded in the strategy of the Company and is of crucial importance for achieving 
the objectives set by the Board of Directors. The Board is responsible for assessing the risks associated with 
the activities of the Company and for evaluating the internal audit systems. The Board relies partially on the 
Executive Committee to perform this assessment.
The internal audit systems play a central role in managing the risks and the activities of the Company. To 
safeguard the proper implementation and execution of the strategies defined by the Board, the Company 
has set up internal risk management and control systems. The internal audit system is based on the following 
pillars:
•
The compliance with and the training on the internal policies of the Company, including but not 
limited to the Code of Business Conduct, Standard Operating Procedures, or policies related to 
areas such as data protection, information systems, contract lifecycle, conflict of interest, gifts and 
gratuities, crisis management; 
•
The values of the Company;
•
The monitoring of the legal environment with the support of external attorneys;
•
Ongoing risk analysis;
•
Audit activities performed by Quality Assurance and Finance departments;
•
Controls, supervision and corrective actions and measures.
The purpose of these systems is to manage in an effective and efficient manner the significant risks to which 
the Company is exposed. They are designed to ensure:
•
The careful monitoring of the effectiveness of the Company’s short term and long-term strategy;
•
The Company’s sustainability by a constant evaluation of its performance (operations and cash).
2.8.2.
Organization and values 
The Company’s organization and values as well as the legal environment surrounding the activities of the 
Company constitute the basis of all the internal audit components. It is determined by a composition of formal 
and informal rules on which the functioning of the Company relies.
The organization encompasses the following elements:
•
Company’s Mission: “Our mission is to advance human therapeutics by developing, acquiring and 
enhancing proprietary technologies. By leveraging our in-house expertise and fostering strategic 
partnerships, we seek to deliver transformative solutions that improve patient outcomes.”;
•
The Company’s values: “Our Company is driven by engaged and passionate individuals who 
perform excellently, embracing agility while fostering a culture of caring and sharing;
•
The Company’s vision: “We develop game changing innovation to improve life;

 
2024 Annual Report
6
3
•
Employees and consultants: the Company has been able to attract and retain motivated and 
dedicated qualified employees. Passion, pro-activity, open-mindness, commitment, trust and 
integrity are the essential traits of character of the Company’s team. All the Company’s employees 
and consultants are required to manage the Company’s resources with due diligence, integrity and 
to act with the necessary common sense; 
•
A Board of Directors, including the Remuneration and Nomination Committee and the Audit 
Committee. See sections 2.2.2 and 2.2.5 for further information on the functioning of the Board and 
its Committees;
•
Independent non-executive directors: the Company is supported by several independent directors. 
Their expertise and experience contribute to the Company’s effective management; 
•
A Chief Executive Officer, in charge of the day-to-day management, supported by the other member 
of the Executive Committee; 
•
An internal set of procedures: the Company set up a Code of Business Conduct and Ethics and 
adopted internal rules and procedures which regulate the activities within the Company;
•
The external environment: the Company operates in a highly regulated environment. Compliance 
with all these external rules and guidelines is of critical importance to the Company.
The evaluation of the Company’s organization, values and compliance with legal environment is made 
regularly for the supervising bodies.
2.8.3.
Risks analysis 
The Board of Directors determines the Company’s strategy, the risk appetite and the main Company’s 
policies. It is the task of the Board of Directors to strive for long-term success by procuring proper risk 
assessment. The Executive Committee is responsible for the development of systems that identify, evaluate 
and monitor risks.
Risk identification consists in examining the factors that could influence the Company’s strategy and 
objectives: 
•
Internal factors: those are closely related to the internal organization and could have several causes 
(e.g., change in the group structure, staff, ERP system);
•
External factors: those can be the result of changes in the economic climate, regulations or 
competition.
Besides the common risks associated to all industrial companies, the Executive Committee has identified 
the following specific risk factors which are described hereafter.
2.8.4.
Risks related to the Company’s financial position, capital requirements and 
governance
The Company has not yet commercialized any of its products and has discontinued the development 
of its clinical trials. As it is now focusing on monetizing its IP portfolio, revenues are dependent on 
agreements with external partners, mainly out-licencing agreements 
The Company had decided in 2022 to implement a strategic shift from an organization focused on clinical 
development to one prioritizing R&D discovery and the monetization of its intellectual property (IP) portfolio 
through partnerships, collaborations and license agreements. 
In that respect, the Company had decided to discontinue the development of its clinical trials and does not 
envisage, in the near future, the launch new clinical trials. Despite the discontinuation of clinical trials 
development, the Company remains obliged to respect long-term safety follow up of the patients (“LTSFU”).

 
2024 Annual Report
6
4
Consequently and since the Company is now focusing on monetizing its IP portfolio, its revenues are directly 
dependent on agreements with external partners, mainly out-licensing agreements.
The Company aims at delivering new technologies for best-in-class cell therapies for patients with unmet 
medical needs, through the following strategies:
•
Strengthening its research focus in areas of expertise where it can leverage the 
differentiated nature of its platforms: The Company is implementing a differentiated and 
innovative strategy, tackling the major current limitations of CAR T-cell therapies. This strategy 
includes a multiplexing approach of the short hairpin RNA (shRNA) platform, a dual CAR 
development of a next-generation NKG2D-based CAR, and the development of B7-H6-targeting 
immunotherapies (see Section 1.4).
•
Focus on maximizing its IP portfolio: The Company has compiled a foundational and broad 
IP portfolio that controls key aspects of developing therapies in the allogeneic cell therapy space. 
The patents around allogeneic CAR T-cell therapies and NKG2D-based therapies provide an 
avenue to develop intellectual property programs and to partner with outside parties around the 
licensing of these patents. With its attractive portfolio, the Company is able to strategically 
develop both novel cell therapy candidates and potential partnerships within the allogeneic 
landscape. 
•
Drive innovation through strategic collaborations: In addition, the Company plans to 
continue to expand this portfolio to help advance the field more broadly. The Company is 
continually exploring opportunities to build strong partnerships with strategic organizations and 
key international academic institutions to maximize the potential of its current product 
candidates and innovative technologies. The Company will continue to explore additional 
opportunities to create value and develop its platform technologies in pursuit of its mission. In 
that respect, the Company intends to continue developing pre-clinical products with the aim of 
concluding partnerships or licenses for their clinical development or use (see Section 4.4 of this 
Annual Report for more information on the Company’s current R&D activities).
The size of the Company’s future net losses will depend on the rate of future growth of its expenses and its 
ability to generate revenue, mainly through out-licensing. On the date of this Annual Report, the Company 
has never commercialised any of its products and there is no certainty that it will be able to find partners in 
the future in order to out-license or sell its assets, know-how and products.
The Company needs substantial additional funding, which may not be available on acceptable terms 
when needed, if at all.
As of December 31, 2024, the Company had cash and cash equivalents of €4.2 million. 
Based on its current scope of activities, the Company estimates that its cash and cash equivalents as of 
December 31, 2024, should be sufficient to fund operating expenses and capital expenditure requirements 
into the third quarter of 2025.
However, changing circumstances may cause it to increase its spending significantly faster than it currently 
anticipates, and the Company may need to spend more money than currently expected because of 
circumstances beyond its control. 
The achievement of milestones (R&D, scientific, business) will trigger payment obligations towards Celdara, 
Dartmouth and Horizon, which will negatively impact the Company’s profitability and may require material 
additional funding. These commitments are detailed in the Note 5.34 of this Annual Report.

 
2024 Annual Report
6
5
Furthermore, the Company contracted over the past year numerous funding agreements with the Walloon 
Region to partially finance its research and development programs. Under the terms of the agreements, the 
Company would need to obtain the consent of the Walloon Region for any out-licensing agreement or sale 
to a third party of any or all of its products, prototypes or installations which may reduce the Company’s 
ability to partner or sell part or all of its products.  The Company may not be able to reimburse such funding 
under the terms of the agreements or such reimbursement may jeopardize the funding of its activities – see 
Note 5.16 of this Annual Report. 
The Company’s ability to raise additional funds will depend on financial, economic and market conditions 
and other factors, over which it may have no or limited control, including the current geopolitical tension and 
military conflict between Russia and Ukraine, and the Company cannot guarantee that additional funds will 
be available to it when necessary, on commercially acceptable terms, if at all. If the necessary funds are not 
available, the Company may need to enter into collaborations and licensing arrangements, which may 
require it to reduce or relinquish significant rights to its research programs and product candidates, to grant 
licenses on its technologies to partners or third parties or enter into new collaboration agreements on less 
favorable terms than those it might have obtained in a different context. If adequate funds are not available 
on commercially acceptable terms when needed, the Company may be forced to delay, reduce or terminate 
the development of its activities.
The Company has incurred net losses in each period since its inception and anticipate that the 
Company will continue to incur net losses in the future. 
The Company is not profitable and has incurred losses in each period since its inception. For the years 
ended December 31, 2024, 2023 and 2022, the Company incurred a loss for the year of €5.8 million, €8.4 
million and €40.9 million, respectively. As of December 31, 2024, the Company had an accumulated deficit 
of €364.2 million. The Company expects this accumulated deficit to increase as it continues to incur 
significant research and development and other expenses related to its ongoing operations. Consequently, 
the Company’s net assets decreased and the Board of Directors was required to comply with the Article 
7:228 of the Belgian Code on Companies and Associations from the date of the Company’s financial 
statements for the year ended December 31, 2024. Per Article 7:228, if a company’s net assets have 
dropped below half of its share capital, then a shareholders’ meeting must be convened within two months 
after the date on which such loss was (or should have been) determined, which will determine whether the 
company will continue to exist or be wound up. In April 2025, the Board of Directors acknowledged that the 
Company’s net assets have fallen below half of its share capital. The Company is therefore complying with 
the Article 7:228, and a shareholders’ meeting shall be convened within two months from the date of this 
annual report in order to decide on the Company’s continuity or winding up. The Company can provide no 
assurance that shareholders will approve its proposal to continue operations that the Company plans to put 
forth at this meeting.
The Company may encounter unforeseen expenses, difficulties, complications, delays and other unknown 
factors that may adversely affect its business. The size of its future net losses will depend, in part, on the 
rate of future growth of its expenses and its ability to generate revenue. 
Its prior losses and expected future losses have had and will continue to have an adverse effect on its 
shareholders’ equity and working capital. Further, the net losses the Company incurs may fluctuate 
significantly from quarter to quarter and year to year, such that a period to period comparison of its results 
of operations may not be a good indication of its future performance.
Certain significant shareholders of the Company, including CFIP CLYD (UK) Limited, who control 
Celyad, may have different interests from the Company and may be able to control the Company, 
including the outcome of shareholder votes.
On the basis of the transparency notifications received by the Company and taking into account the number 
of shares and voting rights of the Company (published by the Company on 15 December 2023 in a press 
release 
established 
pursuant 
to 
article 
15 
of 
the 
Law 
of 
2 
May 
2007 
– 
see 
https://celyad.com/2023/12/15/information-on-the-total-number-of-voting-rights-and-shares-article-15-of-

 
2024 Annual Report
6
6
the-law-of-2-may-2007-12/) as of the date of this Annual Report, the Company has two significant 
shareholders who are:
- CFIP CLYD (UK) Limited, which holds 55.18% of the Shares and 58.37 % of the voting rights; and
- TOLEFI SA, which holds 10.16 % of the Shares and 12.93 % of the voting rights.
The aforementioned Shares held by these shareholders represent together 65.34 % of the Shares and 71.3 
%  of the voting rights. CFIP CLYD (UK) Limited controls the Company since it holds more than 50% of the 
voting rights and has the right to nominate the majority of the members of the Board of Directors (see Section 
2.2.1 of this Annual Report) and to influence the management of the activities of the Company. In addition 
and based on a shareholders’ agreement dated September 4, 2023, CFIP CLYD (UK) Limited benefits from 
a right-of-first offer to provide indebtedness to the Company (see Section 1.6 of this Annual Report). Also, 
CFIP CLYD (UK) Limited benefits from an anti-dilution protection pursuant to which, if the Company 
proposes to issue or sell any new or existing equity securities, then it shall first offer such equity securities 
to CFIP CLYD (UK) Limited (see Section 1.6 of this Annual Report). This anti-dilution protection will allow 
CFIP CLYD (UK) Limited reinforce its shareholding in the Company and will limit the possibility for other 
shareholders and investors to acquire new shares to be issued.
It is underlined that, the shareholders’ meeting of the Company decided to activate the possibility offered by 
Article 7:53 of BCCA and approved on May 23, 2019, to grant double voting right to registered shares held 
by a shareholder in a registered form for more than two years. Since May 3, 2021, Tolefi SA has been entitled 
to a double voting right for 2,295,701 shares and since December 8, 2023, CFIP CLYD (UK) Limited has 
been entitled to a double voting right for 6,500,000 shares. All shares held by both Tolefi and CFIP CLYD 
(UK) Limited are in registered form and may benefit from double voting rights after two years’ holding.
The Company is not aware of shareholders of the Company that have entered into a voting agreement or 
have otherwise agreed to act in concert. Nevertheless and in addition to the ability to elect or dismiss 
directors, CFIP CLYD (UK) Limited and TOLEFI SA do have a nomination right granted by the Company 
(see Section 2.2.1 “Composition of the Board of Directors” of this Annual Report) and CFIP CLYD (UK) 
Limited benefits from a veto right at the level of the Board of Directors (see section 5.2.1 below). 
Depending on how widely the Shares are held and represented at shareholders’ meeting, controlling 
shareholder(s) could take certain shareholders’ decisions that require at least 50%, two thirds, 75% or 80% 
of the votes of the shareholders that are present or represented at general shareholders’ meetings where 
such items are submitted to voting by the shareholders. Alternatively, to the extent that these shareholders 
have insufficient votes to impose certain shareholders’ decisions, they could still have the ability to block 
proposed shareholders’ resolutions that require at least 50%, two thirds, 75% or 80% of the votes of the 
shareholders that are present or represented at general shareholders’ meetings where such decisions are 
submitted to voting by the shareholders. Any such voting by the shareholders may not be in accordance with 
the interests of the Company or the other shareholders of the Company. 
2.8.5.
Risks related to Company’s business activities and industry
The Company’s product candidates and technological platforms are designed as new approaches 
to treat cancer and overcome cancer-related hurdles that pose significant challenges. 
The Company has concentrated its research and development efforts on cell-based immunotherapy 
technology, and its future success is highly dependent on the successful development of cell-based 
immunotherapies in general and in particular its approach using the NKG2D receptor, an activating receptor 
of NK cells, to target stress ligands. The Company cannot be sure that its T-cell immunotherapy technologies 
will yield satisfactory products that are safe and effective, scalable or profitable. 
The Company is still developing product candidates and even through the Company does not intend to lead 
the products up to commercialisation itself, their development is still associated with challenges and the 
Company cannot guarantee – like for any other product – that a product which is efficient and safe in 
preclinical assays will lead to clinical and commercial success.

 
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Its approach to cancer immunotherapy and cancer treatment generally poses a number of challenges, 
including:
•
As the Company is developing CAR T-cells targeting non-conventional targets, several challenges 
that have not been reported for the more classical CAR T-cells may appear during the product 
development path, like unexpected fratricide or persistence of the cells, unexpected safety issue 
on-target/off-tumor toxicity; 
•
Preclinical assays using murine models have their limit, and like for any other product candidate, a 
candidate which is efficient and safe in preclinical assays will not automatically lead to clinical and 
commercial success;
•
Developing and deploying consistent and reliable processes for engineering a patient’s T cells ex 
vivo and infusing the engineered T-cells back into the patient. 
Additionally, because its technology involves the genetic modification of patient cells ex vivo using a virus, 
the Company is subject to many of the challenges and risks that gene therapies face, including: 
•
Regulatory requirements governing gene and cell therapy products have changed frequently and 
may continue to change in the future, and may have an influence on the CAR T-cell design; 
•
Although its viral vectors are not able to replicate, there is a risk with the use of retroviral or lentiviral 
vectors that they could lead to new or reactivated pathogenic strains of virus or other infectious 
diseases. For this reason, the FDA recommends a 15-year follow-up observation period for all 
patients who receive treatment using certain gene therapies. As several patients treated previously 
with the Company’s products are still in follow-up period, there is still a risk of development of a 
long-term safety event and/or specific request from the competent authorities. Furthermore, any 
safety issue reported in other CAR T-cell trials (from competitors) may have an impact on the 
requirements for a preclinical package for a new product candidate.

 
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The Company may not be able to manufacture or outsource manufacturing of C-Cathez®, an intra-
myocardial injection catheter, in sufficient quantities, in a timely manner or at a cost that is 
economically attractive.
The Company’s revenues and other operating results will depend, among other things, on its ability to 
manufacture and sell C-Cathez, an intra-myocardial injection catheter, related to our former cardiovascular 
business, in sufficient quantities and quality, in a timely manner and at a cost that is economically attractive. 
The Company uses the services on a third-party contract manufacturing organization (a “CMO”) to 
manufacture C-Cathez. The contracted CMO may not be able to manufacture C-Cathez in sufficient 
quantities, to the same exacting standards and at an economically attractive cost, or at all. In all of these 
cases, the commercialization of the C-Cathez and/or any future related product may be material and 
adversely affected, which could prevent the Company from achieving or maintaining profitability. 
The Company manufactures C-Cathez according to manufacturing best practices applicable to 
medical devices and to specifications approved by the applicable regulatory authorities. If the unit 
manufactured by the CMO is found to be non-compliant, the Company would be required to manufacture C-
Cathez again, which would entail additional costs and may prevent delivery of C-Cathez to patients on time.
If the Company is unable to expand its sales, marketing and distribution capabilities for C-Cathez, 
whether it be with internal infrastructure or an arrangement with a commercial partner, Company 
may not be successful in commercializing C-Cathez® in its target markets.
The Company has never marketed a product and has therefore limited experience in the fields of sales, 
marketing and distribution of therapies and products. The Company has currently no marketing nor sales 
capacity and it will need to set up its internal sales and marketing organization to commercialize C-Cathez. 
There are risks involved with setting up the Company's own sales, marketing and distribution capabilities, 
such as for instance, recruiting and training a sales force is expensive and time-consuming and could delay 
launch. In addition, the Company may experience challenges in recruiting qualified sales and marketing 
personnel. 
Furthermore, the Company may choose to enter into distribution agreements to distribute its products. If the 
Company is unable to find suitable distribution partners, loses these distribution partners or if the Company’s 
distribution partners fail to sell its products in sufficient quantities, on commercially viable terms or in a timely 
manner, the commercialization of the C-Cathez could be materially harmed, which could prevent the 
Company from achieving or maintaining profitability.
The Company may face significant competition and technological change which could limit or 
eliminate the market opportunity for its products, product candidates and technologies.
The markets for pharmaceutical products and medical devices are highly competitive. The Company’s 
competitors include many established pharmaceutical, biotechnology, medical device, universities and other 
research or commercial institutions, many of which have substantially greater financial, research and 
development resources than the Company. The fields in which the Company operates are characterized by 
rapid technological change and innovation. There can be no assurance that competitors of the Company are 
not currently developing or will not in the future develop technologies and products that are equally or more 
effective and/or are more economical as any current or future technology or product of the Company. This 
may therefore affect the ability of the Company to find potential partners or to conclude sublicence contracts.
2.8.6.
Risks related to intellectual property
The Company could be unsuccessful in obtaining or maintaining adequate patent protection for one 
or more of its product candidates. 
Patents, patent applications and other intellectual property rights are important in the sector in which the 
Company operates. The Company considers on a case-by-case basis the filing of patent applications with a 
view to protecting certain innovative products, processes, and methods of treatment. Celyad may also 

 
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license or acquire rights to patents, patent applications or other intellectual property rights owned by third 
parties, academic partners or commercial companies which are of interest to Celyad.
The Company’s patent portfolio includes pending patent applications and issued patents both in the United 
States and Europe, as well as select other countries. Part of the Company’s portfolio is exclusively inlicensed 
to it, part of the Company’s portfolio is proprietary and based on its internal research. Prosecution of all 
patents is done by the Company. 
As of the date of this Annual Report, Celyad’s CAR T-cell portfolio includes four patent families exclusively 
licensed to Celyad by Dartmouth College. This portfolio includes twenty-three issued U.S. patents, ten 
pending U.S. patent applications and twenty-six foreign granted patents and applications pending in 
jurisdictions including Australia, Brazil, Canada, China, Europe, Hong Kong, India, Japan, Mexico and 
Russia. These patents and patent applications relate to specific chimeric antigen receptors and to T-cell 
receptor deficient T-cells. 
In addition to the inlicensed patents mentioned above, the Company files patent applications on its in-house 
developed technologies. Exemplary applications are those related to its proprietary shRNA platform. There 
are currently three patent families pending in this portfolio. No patents have been granted yet, but 
applications are pending in Australia, Canada, China, Europe, Japan, South-Korea and the US. 
Further applications are filed on improved processes and next-generation versions of Company’s CAR-T 
platform.
The following risks are, among others, directly linked to the patent or patent applications of the Company:
•
The patent application process is expensive and time-consuming, and the Company and 
its current or future licensors and licensees may not be able to apply for or prosecute patents on 
certain aspects of its product candidates or deliver technologies at a reasonable cost, in a timely 
fashion, or at all. It is also possible that the Company or its current licensors, or any future licensors 
or licensees, will fail to identify patentable aspects of inventions made in the course of development 
and commercialization activities before it is too late to obtain patent protection on them. Therefore, 
its patents and applications may not be prosecuted and enforced in a manner consistent with the 
best interests of its business. 
•
The Company currently has issued patents and patent applications directed to its product 
candidates and medical devices in several jurisdictions, including several European Union countries 
and the United States, as appropriate. The Company cannot be certain, however, that the claims 
in its pending patent applications will be considered patentable by patent offices in various 
countries, or that the claims in any of its issued patents will be considered valid and enforceable by 
local courts. 
• 
The strength of patents in the biotechnology and pharmaceutical field can be uncertain 
and evaluating the scope of such patents involves complex legal and scientific analyses. The patent 
applications that the Company owns, or in-licenses may fail to result in issued patents with claims 
that cover its product candidates, technology or uses thereof in the European Union, in the United 
States or in other jurisdictions. Even if the patents do successfully issue, third parties may challenge 
the validity, enforceability, or scope thereof, which may result in such patents being narrowed, 
invalidated, or held unenforceable. If the breadth or strength of protection provided by the patent 
applications the Company holds with respect to its product candidates or its technology is 
threatened, this could dissuade companies from collaborating with the Company to develop, and 
could threaten its ability to commercialize (e.g. via licensing), its product candidates. Further, 
because patent applications in most countries are confidential for a period of time after filing, the 
Company cannot be certain that the Company was the first to file any patent application related to 
its product candidates or technology. 

 
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• 
Patents have a limited lifespan. Various extensions may be available; however, the life of 
a patent, and the protection it affords, is limited. Further, the extensive period of time between patent 
filing and regulatory approval for a product candidate limits the time during which the Company can 
market a product candidate under patent protection, which may particularly affect the profitability of 
its early-stage product candidates. Without patent protection for its product candidates, the 
Company may be open to competition from biosimilar versions of its product candidates.
•
 Filing, prosecuting and defending patents on product candidates in all countries 
throughout the world would be prohibitively expensive. Under its existing license agreements with 
the Trustees of Dartmouth College, the Company has the right, but not the obligation, to enforce its 
licensed patents. If its current licensors, or any future licensors or licensees, are not fully 
cooperative or disagree with the Company as to the prosecution, maintenance or enforcement of 
any patent rights, such patent rights could be compromised and the Company might not be able to 
prevent third parties from making, using, and selling competing products. If there are material 
defects in the form or preparation of its patents or patent applications, such patents or applications 
may be invalid and unenforceable. In addition, the laws of some foreign countries do not protect 
intellectual property rights to the same extent as laws in the European Union or the United States. 
Consequently, the Company may not be able to prevent third parties from practicing its inventions 
in all countries, or from selling or importing products made using its inventions in and into other 
jurisdictions. 
On the date hereof there is no ongoing litigation relating to the validity of the Company’s patents and other 
IP rights. For one European patent in Celyad’s portfolio an opposition procedure was initiated at the 
European patent office. The result of the opposition was that the concerned patent was maintained in 
amended form. The opponent filed an appeal against that decision, which has been pending since April 2022 
before the European patent office.
The Company’s patents and other intellectual property rights portfolio is relatively young and may 
not adequately protect its research programs and product candidates.
The Company’s success will depend in part on the ability of the Company to obtain, maintain and enforce 
its patents and other intellectual property rights. The Company’s research programs, and product candidates 
are covered by several patent application families, which are either licensed to the Company or owned by 
the Company. Out of the numerous patent applications controlled by the Company, fifteen national patents 
have been granted in the US relating to the field of immuno-oncology. The Company cannot guarantee that 
it will be in a position in the future to develop new patentable inventions or that the Company or its licensors 
will be able to obtain or maintain these patent rights against challenges to their validity, scope and/or 
enforceability. Moreover, the Company may have little or no control over its licensors’ abilities to prevent the 
infringement of their patents or the misappropriation of their intellectual property. There can be no assurance 
that the technologies used in the Company’s research programs and product candidates are patentable. If 
the Company or its licensors do not obtain meaningful patents on their technologies or if the patents of the 
Company or its licensors are invalidated, third parties may use the technologies without payment to the 
Company. A third party’s ability to use unpatented technologies is enhanced by the fact that the published 
patent application contains a detailed description of the relevant technology. 
The Company cannot guarantee that third parties, contract parties or employees will not claim ownership 
rights over the patents or other intellectual property rights owned or held by the Company. 
The Company also relies on proprietary know-how to protect its research programs and product candidates. 
Know-how is difficult to maintain and protect. The Company uses reasonable efforts to maintain its know-
how, but it cannot assure that its partners, employees, consultants, advisors or other third parties will not 
willfully or unintentionally disclose proprietary information to competitors. 
As far as the Company is aware, its intellectual property has not been challenged otherwise than by patent 
offices in the normal course of examination of its patent applications or misappropriated.

 
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The Company depends on intellectual property licensed from third parties and termination of any of 
these licenses could result in the loss of significant rights, which would harm its business. 
The Company is dependent on patents, know-how, and proprietary technology, both its own and licensed 
from others. The Company’s licenses technology from the Trustees of Dartmouth College, or Dartmouth 
College. Dartmouth College may terminate either the license in the event the Company defaults or breach 
any of the provisions of the applicable license, subject to 30 days’ prior notice and opportunity to cure. In 
addition, the license automatically terminates in the event the Company becomes insolvent, make an 
assignment for the benefit of creditors or file, or have filed against us, a petition in bankruptcy.  
Since 2018, the Company also licenses technology from Horizon Discovery Limited (acquired in 2021 by 
Perkin Elmer) (“Horizon/PKI”) through research and development collaboration and license agreements. 
Horizon/PKI may terminate the Company’s license in case of insolvency, material breach or force majeure. 
On February 18, 2021, Horizon Discovery Group plc / PerkinElmer, Inc. (Horizon/PKI) informed Celyad they 
believe Celyad is in material breach of those agreements as a result of certain disclosures Celyad has made 
in connection with its obligations as a publicly traded company in the United States and Belgium. Horizon/PKI 
recently informed Celyad that unless Celyad is able to reach agreement regarding the purported material 
breach, they may elect to serve Celyad a notice of termination. We believe any such assertion of material 
breach would be without merit and we would expect to vigorously defend any such notice of material breach. 
Celyad and Horizon/PKI were discussing a framework of solution to settle this matter and the last exchange 
with Horizon/PKI occured in January 2023 without having any update since then. Any dispute under these 
agreements would be subject to arbitration in The Hague under the International Chamber of Commerce 
Rules. No accounting provision is currently made as no reliable estimate can be made of the amount to be 
provisioned.  Of note, we have filed patent applications which, if issued, would cover other aspects of the 
product candidates described above as well as products developed by third parties that deploy similar 
technology and targets. These patent applications encompass the downregulation of one or more of the 
targets covered under the Horizon /PKI agreements, the use of shRNA to downregulate such targets in 
immune cells and the combination of shRNAs with a chimeric antigen receptor in immune cells. We have 
also developed a second generation shRNA platform that does not incorporate any of the Horizon/PKI 
technology described above.
Disputes may also arise between the Company and its licensors regarding intellectual property subject to a 
license agreement, including those relating to: 
•
The scope of rights granted under the license agreement and other interpretation-related issues; 
•
Whether and the extent to which its technology and processes infringe on intellectual property of 
the licensor that is not subject to the license agreement; 
•
Its right to sublicense patent and other rights to third parties under collaborative development 
relationships;
•
The amount and timing of milestone and royalty payments; 
•
Whether the company is complying with its diligence obligations with respect to the use of the 
licensed technology in relation to its development and commercialization of its product candidates; 
•
The allocation of ownership of inventions and know-how resulting from the joint creation or use of 
intellectual property by the company and its partners and by its licensors.
If disputes over intellectual property that the Company has licensed prevent or impair its ability to maintain 
its current licensing arrangements on acceptable terms, the Company may be unable to successfully develop 
and commercialize (through partners and out-licensing agreements) the affected product candidates. The 
Company is generally also subject to all of the same risks with respect to protection of intellectual property 
that the Company licenses as it is for intellectual property that the Company owns, which are described 
below. If the Company or its licensors fail to adequately protect this intellectual property, the Company’s 
ability to commercialize its products could suffer.
The licenses of the Company may be terminated if it is unable to meet the payment obligations under the 
agreements (notably if the Company is unable to obtain additional financing). Any termination of these 

 
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licenses or any of the Company’s other licenses could result in the loss of significant rights and could harm 
its ability to commercialize its Product Candidates.
The Company may infringe on the patents or intellectual property rights of others and may face 
patent litigation, which may be costly and time consuming.
The Company’s success will depend in part on its ability to operate without infringing on or misappropriating 
the intellectual property rights of others. The Company cannot guarantee that its activities will not infringe on 
the patents or other intellectual property rights owned by others. The Company may expend significant time 
and effort and may incur substantial costs in litigation if it is required to defend against patent or other 
intellectual property right suits brought against the Company regardless of whether the claims have any 
merit. Additionally, the Company cannot predict whether it or its licensors will be successful in any litigation. 
If the Company or its licensors are found to infringe on the patents or other intellectual property rights of 
others, it may be subject to substantial claims for damages, which could materially impact the Company’s 
cash flow and financial position. The Company may also be required to cease development, use or sale of 
the relevant research program, product candidate or process or it may be required to obtain a license on the 
disputed rights, which may not be available on commercially reasonable terms, if at all. 
There can be no assurance that the Company is even aware of third-party rights that may be alleged to be 
relevant to any particular product candidate, method, process or technology.
The Company may spend significant time and effort and may incur substantial costs if required to defend 
against any infringement claims or to assert its intellectual property rights against third parties. The risk of 
such a claim by a third party may be increased by the Company’s public announcement regarding its 
research programs and product candidates. The Company may not be successful in defending its rights 
against such procedures or claims and may incur as a consequence thereof significant losses, costs or 
delays in its intended commercialization plans as a result thereof. 
2.8.7.
Risks linked to the Company’s reliance on third parties
Cell-based therapies rely on the availability of specialty raw materials, which may not be available to 
the Company on acceptable terms or at all. 
Engineered-cell therapies require many specialty raw materials, some of which are manufactured by small 
companies with limited resources and experience to support a commercial product. The suppliers may be 
ill-equipped to support the Company’s needs, especially in non-routine circumstances like an FDA inspection 
or medical crisis, such as widespread contamination. Even if the Company decided to discontinue the 
development of its clinical trials, not all clinical trials are closed on the date of this Report and several patients 
are still in long term safety follow-up. The long term safety follow-up period as written in the clinical protocols 
is up to 15 years (terminating earlier if no more patients are under follow-up), meaning that up until that 
moment the risks mentioned in this paragraph are still accurate. 
The Company also does not have contracts with many of these suppliers and may not be able to contract 
with them on acceptable terms or at all. Accordingly, the Company may experience delays in receiving key 
raw materials to support clinical or commercial manufacturing. 
In addition, some raw materials are currently available from a single supplier, or a small number of suppliers. 
The Company cannot be sure that these suppliers will remain in business, or that they will not be purchased 
by one of its competitors or another Company that is not interested in continuing to produce these materials 
for its intended purpose.
The Company relies and will continue to rely on collaborative partners regarding the development 
of its research programs and product candidates. 
The Company is and expects to continue to be dependent on collaborations with partners relating to the 
development and commercialization of its existing and future research programs and product candidates. 
The Company had, has and will continue to have discussions on potential partnering opportunities with 
various pharmaceutical and medical device companies. If the Company fails to enter into or maintain 

 
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collaborative agreements on reasonable terms or at all, the Company's ability to develop its existing or future 
research programs and product candidates could be delayed, the commercial potential of its products could 
change, and its costs of development and commercialization could increase. 
The Company's dependence on collaborative partners subjects it to a number of risks, including, but not 
limited to, the following: 
•
The Company may be required to relinquish significant rights, including intellectual property, 
marketing and distribution rights; 
•
The Company relies on the information and data received from third parties (essentially CROs 
subcontracting preclinical research) regarding its research programs and product candidates and 
will not have control of the process conducted by the third party in gathering and composing such 
data and information. The Company may not have formal or appropriate guarantees from its 
contract parties with respect to the quality and the completeness of such data; 
•
A collaborative partner may develop a competing product either by itself or in collaboration with 
others, including one or more of the Company's competitors. 
2.8.8.
Risks related to the shares
The market price of the shares may fluctuate widely in response to various factors, especially in the 
biotech sector
A number of factors may significantly affect the market price of the Company's shares (the "Shares"). The 
main factors are changes in the operating results of the Company and its competitors, announcements of 
technological innovations or results concerning the product candidates, changes in earnings estimates by 
analysts.
Other factors which could cause the price of the shares to fluctuate or could influence the reputation of the 
Company include, amongst other things: 
•
Developments concerning intellectual property rights, including patents;
•
Public information regarding actual or potential results relating to technologies, products and 
product candidates under development by the Company’s competitors;
•
Actual or potential results relating to technologies and product candidates under development by 
the Company itself;
•
Regulatory and medicine pricing and reimbursement developments in Europe, the United States 
and other jurisdictions;
•
Any publicity derived from any business affairs, contingencies, litigation or other proceedings, the 
Company’s assets (including the imposition of any lien), its management, or its significant 
shareholders or collaborative partners; 
•
Divergences in financial results from stock market expectations; and
•
Changes in the general conditions in the pharmaceutical industry and general economic, financial 
market and business conditions in the countries in which the Company operates.
In addition, as the biotech sector is perceived to be riskier than certain other sectors, stock prices of biotech 
companies have from time to time experienced extreme price and volume volatility which, in addition to 
general economic, financial and political conditions, could affect the market price for the Shares regardless 
of the operating results or financial condition of the Company.
Future sales of substantial amounts of shares, or the perception that such sales could occur, could 
adversely affect the market value of the shares
Sales of a substantial number of shares in the public markets, notably by its major shareholders (CFIP CLYD 
(UK) Limited holding 55.18% and TOLEFI SA holding 10.16% of the Shares), or the perception that such 

 
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sales might occur, might cause the market price of the Shares to decline. The Company cannot make any 
prediction as to the effect of any such sales or perception of potential sales on the market price of the Shares. 
Sustainability of a liquid public market
The Company cannot guarantee the extent to which a liquid market for the Shares will be sustained. In the 
absence of such liquid market for the Shares, the price of the Shares could be impacted negatively. The 
average daily trading volume of the Company’s share is 38,776. The liquidity of the market for the Shares 
could be affected by various causes, including the factors identified in the next risk factor (below) or by a 
reduced interest of investors in biotechnology sector. 
If securities or industry analysts do not publish research or publish inaccurate research or 
unfavourable research about the Company’s business, the price of the Shares and trading volume 
could decline
The trading market for the Shares depends in part on the research and reports that securities or industry 
analysts publish about the Company or its business. If no more or few securities or industry analysts cover 
the Company, the trading price would be negatively impacted. If one or more of the analysts who covers the 
Company downgrades the Shares or publishes incorrect or unfavorable research about its business, the 
price of the Shares would likely decline. If one or more of these analysts ceases coverage of the Company 
or fails to publish reports on the Company regularly, or downgrades the Shares, demand for the Shares 
could decrease, which could cause the price of the Shares or trading volume to decline. 
Analysts William Blair and Wells Fargo have ceased to follow the Company since its delisting from the 
Nasdaq market. The Company was historically followed by Bryan Garnier, Kempen, Kepler Cheuvreux, H.C. 
Wainwright, Jones Trading and Portzamparc, however the last report issued regarding the Company is dated 
November 2022 and there is no certainty that new reports will be issued in the near future nor that these 
analysts will continue to follow the Company.
The Company will likely not be in a capacity to pay dividends in the foreseeable future and intends 
to retain all earnings 
The Company has not declared or paid any dividends on its Shares in the past and will likely not be in a 
capacity to pay dividends in the foreseeable future. Any recommendation by its board of directors to pay 
dividends will depend on many factors, including its financial condition (including losses carried-forward), 
results of operations, legal requirements and other factors. Furthermore, pursuant to Belgian law, the 
calculation of amounts available for distribution to shareholders, as dividends or otherwise, must be 
determined on the basis of its non-consolidated statutory accounts prepared in accordance with Belgian 
accounting rules. In addition, in accordance with Belgian law and its Articles of Association, the Company 
must allocate each year an amount of at least 5% of its annual net profit under its non-consolidated statutory 
accounts to a legal reserve until the reserve equals 10% of its share capital. On the date of this Annual 
Report, the legal reserve of the Company amounts to zero. Therefore, the Company is unlikely to pay 
dividends or other distributions in the foreseeable future. If the price of the Shares declines before the 
Company pays dividends, investors will incur a loss on their investment, without the likelihood that this loss 
will be offset in part or at all by potential future cash dividends.  
2.8.9.
Audit activities
Internal audit activities are performed by the departments of Finance for all matters related to accounting 
and financial information.
As of the date of this report, there is not yet a dedicated internal audit function.
In order to properly manage identified risks, the Company has set up the following audit measures:
•
Access and security systems at the premises and offices;
•
Establishment, under the supervision of the quality assurance department, of a set of procedures 
covering all activities of the company;

 
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•
Weekly modifications and updates of the existing procedures;
•
Development of electronic approval system in the existing ERP system;
•
Implementation of extra controls in the existing ERP system;
•
Development of a monthly financial reporting tool which allow a close monitoring of the financial 
information and KPI’s;
•
Updated risks and controls matrix are in place for the internal controls processes (entity level, 
information technology, financial operations).
2.8.10.
Controls, supervision and correctives actions 
Controls are performed by all persons in charge of departments and services. When deviations are identified, 
there are reported to, depending of their relative importance, the head of department or the Executive 
Committee.
The Executive Committee supervises the implementation of internal audit and risk management, taking into 
consideration the recommendations on the Audit Committee. 
The Executive Committee is also in charge of proposing the Audit Committee corrective actions when 
identified.
External audit
On May 5, 2023, the shareholders meeting approved the appointment of BDO Réviseurs d’Entreprises SRL, 
having its registered office at The Coporate Village, Da Vincilaan 9, box E6, 1930 Zaventem, Belgium, duly 
represented by Christophe Pelzer, as Statutory Auditor, for a term of three years, i.e. until the ordinary 
general meeting approving the accounts closed on December 31, 2025. BDO’s mission includes the auditing 
of the statutory annual accounts, the consolidated annual accounts of the Company and its subsidiaries.
The Company is also subject to ad hoc audit performed by the competent authorities to ensure compliance.

 
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3. GROUP STRUCTURE, SHAREHOLDING AND SHARE CAPITAL 
3.1.
Group structure
The Company conducts its main business through Celyad Oncology SA. 
The Company has undergone multiple acquisitions and restructurings to support its clinical and regulatory 
activities. In 2011, it established Cardio3 Inc. (renamed Celyad Inc. in 2015) to manage its U.S. operations. 
It acquired CorQuest Medical, Inc. in 2014, but later sold its patents in 2019 after abandoning its cardio 
program. In 2015, it purchased OnCyte, LLC, gaining a CAR T-cell portfolio, and later dissolved OnCyte in 
2018, integrating its assets. In 2016, it acquired Biological Manufacturing Services SA (BMS) for its GMP 
laboratories, later selling its manufacturing unit in 2022 and dissolving BMS in 2023. The Company’s shares 
are listed on Euronext Brussels and Paris under the ticker CYAD.
The Company does not exercise any activities through a branch office.
The consolidation perimeter of the Company is as follows:
Name
Country of 
Incorporation 
and Place of 
Business
Nature of 
Business
Proportion 
of ordinary 
shares 
directly held 
by parent 
(%)
Proportion 
of ordinary 
shares held 
by the 
Company 
(%)
Proportion 
of ordinary 
shares held 
by non-
controlling 
interests 
(%)
Celyad Oncology SA
BE
Biopharma
Parent 
company
Celyad Inc
US
Biopharma
100%
100%
0%
CorQuest Medical Inc
US
Medical 
Device
100%
100%
0%
3.2.
Capital increase and issuance of shares 
On January 1, 2024, the share capital of the Company amounted to €32,948,800.70 and was represented 
by 41,428,572 shares. 
On May 6, 2024, the shareholders' assembly of the Company approved a formal reduction of the accounting 
item "share capital" by way of absorption of the losses for an amount of € 24.732.646,07, to reduce it from € 
32.948.800,70 to € 8.216.154,63.
As of December 31, 2024, the share capital of the Company amounts to € 8.216.154,63 and is represented 
by 41,428,572 shares.
All shares are issued and fully paid up and are of the same class. Each share (i) entitles its holder to one 
vote at the Shareholders’ Meetings (except for what is said below regarding shares with double voting rights); 
(ii) represents an identical fraction of the capital and has the same rights and obligations and participates 
equally in the profit of Celyad; and (iii) gives its holder a preferential subscription right to subscribe to new 
shares, convertible bonds or warrants in proportion to the part of the share capital represented by the shares 
already held. 
The preferential subscription right can be restricted or cancelled by a resolution approved by the 
Shareholders’ Meeting, or by the Board of Directors subject to an authorization of the Shareholders’ Meeting, 
in accordance with the provisions of the BCCA and the Company’s articles of association.

 
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3.3.
Warrants plans
The Company has created various incentive plans under which warrants were granted to its employees, 
consultants or directors (all warrants are together referred to as “Warrants”). This section provides an 
overview of the outstanding warrants as of December 31, 2024. 
Upon proposal of the Board of Directors, the extraordinary shareholders’ meeting approved the issuance of, 
in the aggregate, warrants giving right to subscribe to shares as follows:
Date
Total Warrants 
Issued
Warrants 
Accepted
Warrants 
Outstanding 
(Dec 31, 2024)
May 6, 2013
266,241
253,150
0
May 5, 2014
100,000
94,400
0
November 5, 2015
466,000
353,550
79,315
December 8, 2016
100,000
45,000
7,500
October 26, 2018
700,000
426,050
289,584
October 25, 2019
939,500
602,025
0
December 11, 2020
561,525
557,050
489,317
October 11, 2021
777,050
874,200
799,083
October 5, 2022
323,700
568,500
543,500
September 4, 2023
598,500
598,500
598,500
September 30, 2024
1,315,000
1,049,335
1,049,335
TOTAL
6,147,516
5,421,760
3,856,134
As a result, as of December 31, 2024, there are 3,856,134 warrants outstanding which represent respectively 
8.52% of the total number of all its issued and outstanding shares and 7.12% of the total voting financial 
instruments. For further information and overview of the features of the various warrant plans, refer to 
disclosure note 5.14.
3.4.
Changes to the share capital 
In accordance with the BCCA, the Company may increase or decrease its capital by decision of the 
Extraordinary General Shareholders’ Meeting taken with a majority of 75% of the votes cast, at a meeting 
where at least 50% of the share capital of the Company is present or represented. If the attendance quorum 
of 50% is not met, a new Extraordinary General Shareholders’ Meeting must be convened at which the 
shareholders may decide on the agenda items, irrespective of the percentage of share capital present or 
represented at such meeting. There are in this respect no conditions imposed by the Company’s articles of 
association that are more stringent than those required by law.
Within the framework of the powers granted to it under the authorized capital, the Board of Directors may 
also increase the Company’s capital as specified in its articles of association. 
3.5.
Major Shareholders 
The information in the table below is based on information known to the Company or ascertained by the 
Company from public filings made by the shareholders as of the date of this Annual Report. 

 
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On May 23, 2019, the Shareholders’ Meeting decided to voluntarily “opt in” and submit the Company to the 
new Belgian Code of Companies and Associations. Furthermore, the Shareholders’ Meeting decided to 
activate the possibility offered by Article 7:53 of the code of companies and associations and approved the 
grant of double voting right to the registered shares held by a shareholder in a registered form for more than 
two years. 
NAME OF BENEFICIAL OWNER
SHARES BENEFICIALLY OWNED
5% Shareholders
Number
Percentage
CFIP CLYD LLC (affiliate of Fortress Investment Group) [1]
22,858,654
55.18%
TOLEFI SA [2]
4,209,163
10.16%
TOTAL
27,067,817
65.34%
Directors and Members of the Executive Committee
Michel Lussier
145,150
0.35%
Serge Goblet
56,180
0.14%
TOTAL
201,330
0.49%
[1] Since May 3, 2021, 2,295,701 shares held by TOLEFI SA benefit from a double voting right. 
[2] Since December 8, 2023, 6,500,000 shares held by CFIP CLYD LLC benefit from a double voting right. 
On the basis of the transparency notifications received by the Company as of the date of this Report, the 
two main shareholders are CFIP CLYD LLC (who holds 55.18% of the shares and 58.37% of the voting 
rights) and TOLEFI SA (who holds 10.16% of the shares and 12.93% of the voting rights). As a consequence, 
the two main shareholders of the Company hold together 71.30% of the voting rights attached to the shares 
of the Company.
3.6.
Anti-takeover provisions under Belgian laws 
Under Belgian law, public takeover bids for all the outstanding voting securities issued by the issuer are 
subject to the supervision of the FSMA. If the latter determines that a takeover violates Belgian law, it may 
lead to suspension of the exercise of the rights attached to any shares that were acquired in connection with 
the envisaged takeover. Pursuant to the Belgian law of April 1, 2007 on public takeovers, a mandatory 
takeover bid must be made when, as a result of its own acquisition or the acquisition by persons acting in 
concert with it, a person owns, directly or indirectly, more than 30% of the securities with voting rights in a 
company with registered office in Belgium whose securities are admitted to trading on a regulated or 
recognized market. The acquirer must offer to all other shareholders the opportunity to sell their shares at 
the highest of (i) the highest price offered by the acquirer for shares of the issuer during the 12 months 
preceding the announcement of the bid or (ii) the weighted average price of the shares on the most liquid 
market of the last 30 calendar days prior to the date on which the obligation of the acquirer to offer the 
takeover of the shares of other shareholders starts.
As required by the article 34 of the Royal Decree of 14 November 2007, the following elements must be 
disclosed which may have an impact in the event of a takeover bid:
a)
Celyad’s capital structure, with an indication of the different classes of shares and, for each class 
of shares, the rights and obligations attached to it and the percentage of total share capital that it 
represents on December 31, 2024
As from the date of this Report, the share capital of the Company amounts to €8,216,154.63 
represented by 41,428,572 shares of no-par value, fully paid up. 
There are no different classes of Celyad shares.
b)
Restrictions, either legal or prescribed by the articles of association, on the transfer of securities

 
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The articles of association of the Company do not contain any restriction on the transfer of the 
shares.
c)
Holders of any securities with special control rights and a description of those rights
There are no such holders except specific shareholders with a double voting rights as described 
above. 
d)
System of control of any employee share scheme where the control rights are not exercised directly 
by the employees
There is no such system.
e)
Restrictions, either legal or prescribed by the articles of association, on the exercise of voting rights
There are no such restrictions.
f)
Agreements between shareholders which are known to Celyad and may result in restrictions on the 
transfer of securities and/or the exercise of voting rights
The Company has no knowledge of agreements which may result in restrictions on the transfer of 
its securities and/or the exercise of voting rights.
g)
Rules governing the appointment and replacement of directors:
The Chairperson of the Board is in charge of the nomination procedure. The Board is responsible 
for proposing members for nomination to the shareholders’ meeting, in each case based on the 
recommendation of the Nomination & Remuneration Committee.
For any new appointment to the Board, the skills, knowledge and experience already present and 
those needed on the Board will be evaluated and, in the light of that evaluation, a description of the 
role and skills, experience and knowledge needed will be prepared (a “profile”).
When dealing with a new appointment, the Chairperson of the Board must ensure that, before 
considering the candidate, the Board has received sufficient information such as the candidate’s 
curriculum vitae, an assessment of the candidate based on the candidate’s initial interview, a list of 
the positions the candidate currently holds, and, if applicable, the necessary information for 
assessing the candidate’s independence.
If a legal entity is appointed as a director, it is obliged to appoint, in accordance with the provisions 
of the BCCA, a natural person as a permanent representative, who may represent the legal entity 
in all its dealings with the Company. The legal entity director may not dismiss its permanent 
representative without simultaneously appointing a new representative.  
Any proposal for the appointment of a director by the shareholders’ meeting should include a 
recommendation from the Board based on the advice of the Nomination & Remuneration 
Committee. This provision also applies to shareholders’ proposals for appointment. The proposal 
must specify the proposed term of the mandate, which must not exceed four years. It must be 
accompanied by relevant information on the candidate’s professional qualifications together with a 
list of the positions the candidate already holds. The Board will indicate whether the candidate 
satisfies the independence criteria. 
Until such time as the Fortress Shareholders own in the aggregate less than 10% of the then 
outstanding shares for a certain period Fortress Shareholders shall have the right to select (i) up to 

 
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the number of designees (i.e. Fortress Designees) set forth under the heading “Directors” in the 
table below to be members of the Board of Directors and (ii) up to the number of Fortress Designees 
set forth under the heading “Observers” in the table below to be non-voting observers of the Board 
of Directors.
Ownership 
Percentage
Directors
Observers
50%
51% of the members of the Board of Directors, 
rounded up to the nearest whole number
one
30%
 greater of (i) four and (ii) a percentage of the 
members of the Board of Directors equal to the 
aggregate ownership percentage of the Shareholders, 
rounded up to the nearest whole number
one
10%
three
one
In addition, it is underlined that until such time as Tolefi owns in the aggregate less than 5% of the 
Shares for a certain period Tolefi shall have the right to nominate one individual to be appointed as 
director (i.e. the Tolefi Designee). In addition, the Company shall not, without approval of a 
reinforced board majority (positive vote of 72.5% of the members of the Board of Directors) is the 
Tolefi Designee so requests, decide on the following matters (i) incur or issue any indebtedness in 
an aggregate principal amount in excess of USD 1,000,000, (ii) amend, modify, supplement or 
waive any material terms of any existing indebtedness, (iii) repay, redeem, purchase, defease or 
otherwise satisfy any indebtedness prior to the scheduled maturity thereof, (iv) incur off-balanced-
sheet commitments with a value in excess of EUR 20,000,000 in the aggregate, (v) consummate a 
business acquisition or combination or asset acquisition transaction for consideration in excess of 
EUR 20,000,000, (vi) disposal of non-IP assets with a value in excess of EUR 1,000,000 or (vii) use 
the authorized capital of the Company.
Appointments are generally made for a maximum term of four years. Outgoing directors will be 
eligible for re-election. However, when an independent director has served on the Board for more 
than 12 years, he is in not eligible for a fourth term as independent director of the Company. Before 
proposing any director for re-election, the Board should take into account the evaluations made by 
the Nomination & Remuneration Committee. The mandates of those directors who are not re-
appointed for a new term will terminate immediately after the shareholders’ meeting which decides 
on any re-appointment or appointment.
The directors may be revoked by the shareholders’ meeting at any time. If at any time a vacancy is 
created on the Board of Directors, the remaining directors may temporarily appoint a director to the 
board to fill the vacancy. Any director so appointed will hold office for the remainder of the term of 
appointment of the director that it replaces. The definitive appointment of the replacing director is 
added to the agenda of the following shareholders’ meeting.
h)
Rules governing the amendment of the articles of association
Pursuant to the BCCA, any amendment to the articles of association such as an increase or 
decrease in the capital of the Company, and certain other matters such as the approval of the 
dissolution, merger or de-merger may only be authorized with the approval of at least 75% of the 
votes validly cast at an Extraordinary General Shareholders’ Meeting where at least 50% of the 
Company’s share capital is present or represented. If the attendance quorum of 50% is not met, a 
new Extraordinary General Shareholders’ Meeting must be convened at which the shareholders 
may decide on the agenda items, irrespective of the percentage of share capital present or 
represented at such meeting.

 
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i)
Powers of the Board of Directors in particular to issue or buy back shares
The Board of Directors has the most extensive powers in order to perform all acts which are useful 
or necessary so as to complete the Company’s corporate purpose.
The Board of Directors has the power to perform all acts which are not expressly assigned by law 
or by the articles of association to the shareholders’ meeting.
However, until such time as the Fortress Shareholders own in the aggregate less than 10% of the 
then outstanding shares for a period of more than thirty (30) consecutive days, the Company shall 
not, directly or indirectly, without the consent of Fortress, (i) incur or issue any indebtedness that 
would encumber any intellectual property of the Company, (ii) issue any Equity Securities (defined 
as any share and any other security, financial instrument, certificate or other right (including options, 
futures, swaps and other derivatives) representing, being exercisable, convertible or exchangeable 
into or for, or otherwise providing a right to acquire, directly or indirectly, any of the securities 
mentioned above or any other security or financial instrument the value of which is based on any 
of the foregoing) of the Company that are senior to the ordinary shares with respect to the right to 
receive (x) dividends or other distributions to shareholders or (y) proceeds in the event of the 
liquidation, dissolution or winding-up of the Company (including for such purposes in connection 
with any change of control transaction), (iii) alter, amend or change the rights, preference or 
privileges of the shares, including in connection with any reclassification, recapitalization, 
reorganization or restructuring, (iv) recommend, directly or indirectly, or take any other action to (A) 
increase or decrease the size of the Board of Directors or (B) co-opt or appoint to the Board of 
Directors in place of a Fortress Designee any person other than a Fortress Designee, (v) make any 
proposal to amend, repeal or otherwise modify any provision of the Company’s articles of 
association that would be reasonably expected to adversely affect the interests of Fortress or any 
Fortress Shareholder or (vi) make any proposal to modify the rights of any Equity Securities of the 
Company in a manner adverse to Fortress
The Board of Directors has to power to establish an audit committee and other committees, the 
powers of which it will determine.
On November 14, 2023, the shareholders’ meeting of the Company approved the renewal of the 
authorization to use the authorised capital technique for a further period of 5 years and up to a 
maximum of EUR 12,000,000. The Board of Directors may increase the share capital, as provided 
for above, by contribution in cash or, within the limits and conditions set forth by the law, by 
contribution in kind, or by incorporation of available or unavailable reserves or of issue premium. In 
the latter events, the increase may take place with or without issuance of new shares. The capital 
increase within the framework of the authorised capital may as well by effected by issuing 
convertible bonds or subscription rights – whether or not attached to another security - which may 
give rise to the creation of shares in accordance with the applicable legal provisions. In the event 
of a capital increase or the issuance of convertible bonds or subscription rights, the Board of 
Directors may, in the Company’s interest, restrict or cancel the preferential subscription right 
provided for by the applicable legal provisions, including in favor of one or more of specific persons, 
whether or not they are employees of the company or of its subsidiaries. The shareholders’ meeting 
also decided to approve the renewal of the powers conferred to the Board of Directors to increase 
the capital upon receipt by the Company of the communication made by the FSMA according to 
which it has received a notice of public offer to acquire it, and for a period of 3 years.
Regarding agreements on severance pay, reference is made to the Remuneration Report.
j)
Significant agreements to which Celyad is a party and which take effect, alter or terminate upon a 
change of control of Celyad following a takeover bid, and the effects thereof, except where their 
nature is such that their disclosure would be seriously prejudicial to Celyad; this exception shall not 
apply where Celyad is specifically obliged to disclose such information on the basis of other legal 
requirements
There are no such agreements. 

 
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k)
Agreements between Celyad and its Board members or employees providing for compensation if 
the Board members resign or are made redundant without valid reason or if the employment of the 
employees ceases because of a takeover bid
There are no such agreements. 

 
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4. CONSOLIDATED FINANCIAL STATEMENTS 
4.1
Responsibility statement 
We hereby certify that:
•
To the best of our knowledge, the consolidated financial statements as of December 31, 2024, 
prepared in accordance with the International Financial Reporting Standards as issued by the 
International Accounting Standards Board and as adopted by the European Union, and the legal 
requirements applicable in Belgium, give a true and fair view of the assets, liabilities, financial 
position, comprehensive loss, changes in equity and cash flows of the Company and the 
undertakings included in the consolidation taken as a whole; and that
•
The management report includes a fair review of the development and the performance of the 
business and the position of the Company and the undertakings included in the consolidation taken 
as a whole, together with a description of the principal risks and uncertainties that they face.
Mont-Saint-Guibert, April 4, 2025, on behalf of the Board of Directors,  
Hilde Windels*
Matt Kane 
Chair of the Board
CEO
*Permanent representative of HILDE WINDELS BV

 
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4.2.
Statutory auditor’s report to the general meeting of shareholders of Celyad 
Oncology SA for the year ended December 31, 2024 (consolidated financial 
statements)

 
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4.3.
Consolidated financial statements as at December 31, 2024
4.3.1.
Consolidated statements of financial position 
(€’000)
December 31,
December 31,
 
Notes
2024
2023
NON-CURRENT ASSETS
3,413
5,161
Goodwill and Intangible assets
5.6
405
390
Property, Plant and Equipment
5.7
1,493
1,830
Non-current Grant receivables
5.8
1,420
2,804
Other non-current assets
95
137
CURRENT ASSETS
6,515
11,121
Inventories
5.10
417
Trade and Other Receivables
170
457
Current Grant receivables
5.9
628
2,258
Other current assets
5.9
1,099
1,402
Cash and cash equivalents
5.11
4,200
7,004
TOTAL ASSETS
9,928
16,282
EQUITY
511
6,304
Share Capital
5.13
8,216
32,949
Other reserves
5.13, 5.22
35,766
35,734
Capital reduction reserve
5.2.16, 5.13
320,726
295,993
Accumulated deficit
5.2.16, 5.13
(364,196)
(358,372)
NON-CURRENT LIABILITIES
6,571
7,046
Lease liabilities
5.19
763
902
Recoverable Cash advances (RCAs)
5.16
4,195
4,505
Post-employment benefits
5.15
1
1
Other non-current liabilities
5.17
1,612
1,638
CURRENT LIABILITIES
2,846
2,932
Lease liabilities
5.19
142
156
Recoverable Cash advances (RCAs)
5.16
639
366
Trade payables
5.18
1,233
1,243
Contract liabilities
5.18
46
231
Other current liabilities
5.18
786
936
TOTAL EQUITY AND LIABILITIES
9,928
16,282
The accompanying disclosure notes form an integral part of these consolidated financial statements.
4.3.2.
Consolidated statements of comprehensive loss 
(€'000)
For the year ended December 31,
 
Notes
2024
2023
Revenue
5.23
186
102
Cost of sales
(12)
(69)
Gross profit
173
33
Research and Development expenses
5.24
(3,235)
(4,602)
General & Administrative expenses
5.25
(3,198)
(6,028)
Other income
5.28
440
2,334
Other expenses
5.28
(39)
(194)
Operating Loss ²
(5,858)
(8,457)
Financial income
153
30
Financial expenses
(119)
(84)
Loss before taxes
(5,824)
(8,511)
Income taxes
5.21
—
63
Loss for the period
(5,824)
(8,448)
Basic and diluted loss per share (in €)
5.32
(0.14)
(0.34)
Other comprehensive income/(loss)
—
Items that will not be reclassified to profit and loss
—
23
Remeasurements of post-employment benefit obligations, net of tax
—
23
Items that may be subsequently reclassified to profit or loss
(4)
(1)
Currency translation differences
(4)
(1)
Other comprehensive income / (loss) for the period, net of tax
(4)
22
Total comprehensive loss for the period
(5,828)
(8,426)
Total comprehensive loss for the period attributable to Equity Holders 
(1)
(5,828)
(8,426)
[1] For 2024 and 2023, the Group does not have any non-controlling interests and the losses for the year are fully 
attributable to owners of the parent. 

 
2024 Annual Report
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² The operating loss arises from the Company’s loss for the period before deduction of financial income, financial 
expenses and income taxes. The purpose of this measure by Management is to identify the Company’s results in 
connection with its operating activities.
The accompanying disclosure notes form an integral part of these consolidated financial statements.
4.3.3.
Consolidated statements of changes in equity 
(€’000)
Share capital
(non-
distributable)
Share premium
(non-
distributable)
Other reserves2
(distributable1)
Capital reduction 
reserve 
(distributable1)
Accumulated 
deficit
 (distributable1)
Total 
Equity
Balance as of January 1, 2023
78,585
6,317
34,800
234,562
(349,947)
4,317
Capital increase
9,794
—
—
—
—
9,794
Transaction costs associated with 
capital increases
—
(316)
—
—
—
(316)
Reduction of share premium by 
absorption of losses
—
(6,001)
—
6,001
—
—
Reduction of share capital by 
absorption of losses
(55,430)
—
—
55,430
—
—
Share-based payments
—
—
935
—
—
935
Total transactions with owners, 
recognized directly in equity
(45,636)
(6,317)
935
61,431
—
10,413
Loss for the period
—
—
—
—
(8,448)
(8,448)
Currency Translation differences
—
—
(1)
—
—
(1)
Remeasurements of defined benefit 
obligation
—
—
—
—
23
23
Total comprehensive loss for the 
period
—
—
(1)
—
(8,425)
(8,426)
Balance as of December 31, 2023
32,949
—
35,734
295,993
(358,372)
6,304
Balance as of January 1, 2024
32,949
(0)
35,734
295,993
(358,372)
6,304
Reduction of share capital by 
absorption of losses
(24,733)
—
—
24,733
—
—
Share-based payments
—
—
36
—
—
36
Total transactions with owners, 
recognized directly in equity
(24,733)
—
36
24,733
—
36
Loss for the period
—
—
—
—
(5,824)
(5,824)
Currency Translation differences
—
—
(4)
—
—
(4)
Total comprehensive loss for the 
period
—
—
(4)
—
(5,824)
(5,828)
Balance as of December 31, 2024
8,216
(0)
35,766
320,726
(364,196)
511
(1) Pursuant to Belgian law (“BCCA”), the calculation of amounts available for distribution to shareholders, as dividends or 
otherwise, must be determined on the basis of the Company’s standalone non-consolidated statutory financial statements 
of Celyad Oncology SA prepared under Belgian GAAP, and not on the basis of IFRS consolidated financial statements. 
For more information, see note 5.13.
(2) Other reserves include Share-base payment reserve, Other equity reserve from conversion of convertible loan in 
2013 and Currency Translation Difference.
The accompanying disclosure notes form an integral part of these consolidated financial statements.

 
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4.3.4.
Consolidated statements of Cash flows 
(€'000)
For the year ended December 31,
Notes
2024
2023
Cash Flow from operating activities
Loss for the period
4.3.2
(5,824)
(8,448)
Non-cash adjustments
Intangibles - Amortization
5.6
103
509
Property, plant & equipment - Depreciation
5.7
347
285
Loss on disposal of Property, plant and equipment
—
32
Gain on sale of Property, plant and equipment
5.28
(11)
(1,087)
Provision for onerous contract
19
51
Remeasurement of Recoverable Cash Advances (RCAs)
5.19
(36)
(73)
Grant income (RCAs and others)
5.28
(136)
(896)
Share-based payment expense
5.14
36
935
Post-employment benefits
—
(12)
Change in working capital
Trade receivables, other (non-)current receivables
631
(1,205)
Inventories
5.10
(417)
Trade payables, other (non-)current liabilities
(391)
(5,293)
Net cash used in operations
(5,680)
(15,202)
Cash Flow from investing activities
Acquisition of Property, Plant & Equipment
5.7
—
(899)
Acquisitions of Intangible assets
5.6
(118)
(35)
Proceeds from sale of Property, Plant & Equipment
5.7
15
1,341
Net cash from/(used in) investing activities
(103)
407
Cash Flow from financing activities
Repayments of leases
5.19
(167)
(145)
Proceeds from issuance of shares and exercise of warrants
5.13
—
9,490
Proceeds from RCAs & other grants
5.19
3,150
330
Repayment of RCAs & other grants
5.18, 5.19
—
(320)
Net cash from/(used in) financing activities
2,983
9,355
Net cash and cash equivalents at beginning of the period
7,004
12,445
Change in Cash and cash equivalents
5.11
(2,800)
(5,440)
Effects of exchange rate changes on cash and cash equivalents
(4)
(1)
Net cash and cash equivalents at the end of the period
4,200
7,004
The accompanying disclosure notes form an integral part of these consolidated financial statements.

 
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5. Notes to the consolidated financial statements 
5.1
General information 
Celyad Oncology SA and its affiliates will be collectively referred to as “the Company”, “the Group”, “Celyad”, 
“we” or “us”. 
The Company is a biotechnology company focused on the research and development of chimeric antigen 
receptor T cell (CAR T) therapies for cancer. 
Celyad Oncology SA was incorporated on July 24, 2007, under the name “Cardio3 BioSciences”. Celyad is 
a limited liability company (Société Anonyme) governed by Belgian law with its registered office at Axis Parc, 
Rue Edouard Belin 2, B-1435 Mont-Saint-Guibert, Belgium (company number 0891.118.115). 
The Company’s ordinary shares are listed on Euronext Brussels and Euronext Paris regulated markets, all 
under the ticker symbol CYAD. 
The Company has two fully owned subsidiaries (together, the Group) in the United States (Celyad Inc. and 
Corquest Medical, Inc.). 
These consolidated financial statements have been approved for issuance by the Company’s Board of 
Directors on April 4, 2025. These statements have been audited by BDO Réviseurs d'Entreprises SRL, the 
statutory auditor of the Company and independent registered public accounting firm.
The Annual Report is available to the public free of charge to the above-mentioned address or via the 
Company’s website (https://celyad.com/investors/regulated-information/).
5.2
Basis of preparation and material accounting policies 
The consolidated financial statements of the Group for the twelve months ended December 31, 2024 and 
2023 (the “year” or “the period”) include Celyad Oncology SA and its subsidiaries. The significant accounting 
policies used for preparing these consolidated financial statements are explained below.
5.2.1.
Basis of preparation 
The consolidated financial statements have been prepared on an historical cost basis, except for:
•
Contingent consideration and other financial liabilities
The policies have been consistently applied to all the years presented, unless otherwise stated. 
The consolidated financial statements are presented in euro and all values are presented in thousands 
(€000) except when otherwise indicated. Amounts have been rounded off to the nearest thousand and in 
certain cases, this may result in minor discrepancies in the totals and subtotals disclosed in the financial 
tables.
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with International 
Financial Reporting Standards, International Accounting Standards and Interpretations (collectively, IFRSs) 
as issued by the International Accounting Standards Board (IASB) and as endorsed by the European Union.

 
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The preparation of the consolidated financial statements in accordance with IFRS requires the use of certain 
critical accounting estimates. It also requires management to exercise its judgment in the process of applying 
the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, are areas 
where assumptions and estimates are significant to the financial statements. They are disclosed in note 5.4.
Going concern
These consolidated financial statements have been prepared in accordance with generally accepted 
accounting principles applicable to a going concern.
As of December 31, 2024, the Company had cash and cash equivalents of €4.2 million. The Company 
projects that its existing treasury position should be sufficient to fund operating expenses and capital 
expenditure requirements  into the third quarter of 2025.
After due consideration of detailed budgets and estimated cash flow forecasts for the years 2025 and 2026, 
the Company continues to project that its existing cash and cash equivalents will not be sufficient to fund its 
estimated operating and capital expenditures over at least the next 12 months from the date that the financial 
statements are issued.
The Company is currently evaluating different financing options to obtain the required funding to extend the 
Company’s cash runway beyond 12 months from the date the financial statements are issued. Financing 
options may include, but are not limited to, the public or private sale of equity, debt financings or funds from 
other capital sources, such as collaborations, strategic alliances and partnerships, or licensing arrangements 
with third parties. However, there can be no assurance that the Company will be able to secure additional 
financing, or if available, that it will be sufficient to meet its needs or available on favorable terms indicating 
a material uncertainty exists about the Company’s ability to continue as a going concern. 
The accompanying consolidated financial statements do not include any adjustments that might result from 
the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on 
a basis that assumes the Company will continue as a going concern and contemplates the realization of 
assets and satisfaction of liabilities and commitments in the ordinary course of business. 
Changes to accounting standards and interpretations
The Group has applied the same accounting policies and methods of computation in its 2024 year-end 
consolidated financial statements as compared to 2023, except for those that relate to new standards and 
interpretations. 
None of the new standards, interpretations and amendments, which are effective for periods beginning on 
or after January 1, 2024, which have been issued by the IASB have a material effect on the Group’s financial 
statements. None of the new standards, interpretations and amendments, which will be effective for periods 
beginning on or after January 1, 2025 and/or not yet adopted by the European Union as of December 31, 
2024, are early adopted but the Group is currently analyzing the impact of these new standards (a.o. IFRS 
18 on the Presentation and Disclosure in Financial Statements that will be effective as from 1 January 2027) 

 
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5.2.2.
Consolidation 
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group 
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with 
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully 
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the 
date control ceases.
Inter-company transactions, balances and unrealized gains on transactions between group companies are 
eliminated.
Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been 
adjusted to conform with the Group’s accounting policies.
5.2.3.
Foreign currency translation 
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency 
of the primary economic environment in which the entity operates (“the functional currency”).  The 
consolidated financial statements are presented in Euros, which is the Group’s presentation currency.
Transactions and balances
Foreign currency transactions (mainly USD) are translated into the functional currency using the applicable 
exchange rate on the transaction dates. Monetary assets and liabilities denominated in foreign currencies 
are retranslated at the presentation currency spot rate of exchange ruling at the reporting date.
Foreign currency exchange gains and losses arising from settling foreign currency transactions and from the 
retranslation of monetary assets and liabilities denominated in foreign currencies at the reporting date are 
recognized in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using 
the exchange rates as of the dates of the initial transactions. Non-monetary items measured at fair value in 
a foreign currency are translated using the exchange rates at the date when the fair value is determined.
Group companies
The results and financial position of all group entities that have a functional currency different from the 
presentation currency are translated into the presentation currency as follows:
•
Assets and liabilities for each statement of financial position presented are translated at the closing 
rate at the date of that statement of financial position;
•
Income and expenses for each income statement are translated at average exchange rate (unless 
this average is not a reasonable approximation of the cumulative effect of the rates prevailing on 
the transaction dates, in which case income and expenses are translated at the rate on the dates 
of the transactions); and
•
All resulting translation differences are recognized in other comprehensive income.
5.2.4.
Revenue 
So far, the primary revenue generated by the Group relates to the sale of licenses and the sales of medical 
devices in the Cardiology.  These revenues were not material in 2024.

 
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5.2.5.
Other income
Government Grants
The Group’s grant income reported under ‘Other income’ in the consolidated statement of comprehensive 
loss is generated from: (i) recoverable cash advances (RCAs) granted by the Regional government of 
Wallonia; (ii) R&D tax credits granted by the Belgian federal government; and (iii) grants received from the 
European Commission under the Seventh Framework Program (“FP7”), Federal Belgian Institute for Health 
Insurance (Inami) and Regional authorities.
Once a government grant is recognized, any related contingent liability (or contingent asset) is treated in 
accordance with IAS 37.
Government grants relating to costs are deferred and recognized in the consolidated statement of 
comprehensive loss over the period necessary to match them with the costs that they are intended to 
compensate.
Based on the nature of transactions, cash inflows received from government grants provide the entity with 
financing for the designated activity. They are in substance financing cash inflows consistent with the cash 
proceeds from RCAs and other grants and are disclosed in the consolidated statements of cash flows as 
“Cash Flow from financing activities”.
The Group’s grant income is recognized in the consolidated statement of comprehensive loss under “Other 
income/expense” and as a non-cash adjustment in “cash flows from operating activities” in the consolidated 
statements of cash flows.
Recoverable cash advances (RCAs)
The Group receives grants from the Walloon Region in the form of recoverable cash advances (RCAs).
RCAs are dedicated to support specific development programs. All RCA contracts, in essence, consist of 
three phases, i.e., the “research phase”, the “decision phase” and the “exploitation phase”. During the 
research phase, the Group receives funds from the Region based on statements of expenses. In accordance 
with IAS 20.10A and IFRS Interpretations Committee (IC)’s conclusion that contingently repayable cash 
received from a government to finance a research and development (R&D) project is a financial liability under 
IAS 32, ‘Financial instruments; Presentation’, the RCAs are initially recognized, concomitantly with the 
occurrence of subsidized expense, as a financial liability at fair value (calculated based on present value of 
future repayment of grants), determined as per IFRS 9.
The benefit (RCA grant component) consisting in the difference between the cash received (RCA proceeds) 
and the above-mentioned financial liability’s fair value (RCA liability component) is treated as a government 
grant in accordance with IAS 20. 
The RCA grant component is recognized in profit or loss under "Other income" on a systematic basis over 
the periods in which the entity recognizes the underlying R&D expenses subsidized by the RCA.
The fair market value adjustments to the RCA liability are recognized in the consolidated statement of 
comprehensive loss under “Other income/expense” and as a non-cash adjustment in “cash flows from 
operating activities” in the consolidated statements of cash flows.
The RCAs liability contains two components: 
•
The fixed part of the reimbursement of 30% is refundable based upon an agreed repayment 
schedule. The initial recognition at fair value is performed using the discount rate at the date of the 
convention and the assumption of exploitation until the end of repayment schedule. 

 
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•
The variable part (from 70% and up to 170%) is refundable to the extent of the revenue generated 
within exploitation phase. The initial recognition at fair value of the variable part of the component 
is based on probability-weighted discounted cash flows estimated using Key assumptions listed in 
note 5.6.2.
The sales-independent reimbursements and sales-dependent reimbursements are, in the aggregate 
(including the accrued interests), capped at 200% of the principal amount paid out by the Walloon Region.
The RCAs liability component (RCA financial liability) is subsequently measured at amortized cost using the 
cumulative catch-up approach under which the carrying amount of the liability is adjusted to the present 
value of the future estimated revenue, discounted at the liability’s original effective interest rate. The resulting 
adjustment is recognized within profit or loss under “Other income/expense”.
At the end of the research phase, the Group should within a period of six months decide whether or not to 
exploit the results of the research phase (decision phase). The exploitation phase may have a duration of 
up to 20 years. In the event the Group decides to exploit the results under an RCA, the relevant RCA 
becomes contingently refundable, and the fair value of the RCA liability adjusted accordingly, if required. For 
more information on the potential financial consequences of these exploitation decisions in terms of potential 
reimbursements and sales percentage fees to be paid to the Walloon Region, refer to note 5.16.
When the Group does not exploit (or ceases to exploit) the results of programs under an RCA, it has to notify 
the Region of this decision. This decision is the sole responsibility of the Group. The related liability is then 
discharged by the transfer of such results to the Region. Also, when the Group decides to renounce its rights 
to patents which may result from the research, title to such patents will be transferred to the Region. In that 
case, the RCA liability is extinguished and reflected in the statement of income (loss) under “Other 
income/expense”.
R&D Tax credits
Since 2013, the Group applies for R&D tax credits, a tax incentive measure for European SME’s established 
by the Belgian federal government. When capitalizing its R&D expenses under the tax reporting framework, 
the Group may either i) get a reduction of its taxable income (at current income tax rate applicable); or ii) if 
no sufficient taxable income is available, apply for the refund of the unutilized tax credits, calculated on the 
R&D expenses amount for the year. Such settlement occurs at the earliest 5 financial years after the tax 
credit application filed by the Group. 
Considering that R&D tax credits are ultimately paid by the public authorities, the related benefit is treated 
as a government grant under IAS 20 and booked into other income, in order to match the R&D expenses 
subsidized by the grant.
Other government grants 
The Group has received and will continue to apply for grants from European (FP7), Regional authorities and 
Federal Belgian Institute for Health Insurance (Inami). These grants are dedicated to partially finance early 
stage projects such as fundamental research, applied research, prototype design, etc. 
To date, all grants received are not associated with any conditions. As per each grant agreement, grants are 
paid upon submission by the Group of a statement of eligible expenses. The Group incurs expenses first 
and then submits application for the grant receipt according to the terms of the grant agreement.
These government grants are recognized in profit or loss under "Other income" on a systematic basis over 
the periods in which the entity recognizes the underlying R&D expenses subsidized.

 
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5.2.6.
Intangible assets 
The following categories of intangible assets apply to the current Group operations:
Separately acquired intangible assets
The amortization expense on intangible assets with finite lives is recognized in the income statement in the 
expense category consistent with the function of the intangible asset.
Patents, Licenses and Trademarks
Licenses for the use of intellectual property are granted for a period corresponding to the intellectual property 
of the assets licensed. Amortization is calculated on a straight-line basis over this useful life. 
Patents and licenses are amortized over the period corresponding to the intellectual property (IP) protection 
and are assessed for impairment whenever there is an indication these assets may be impaired. Indication 
of impairment is related to the value of the patent demonstrated by the preclinical and sublicensing results 
of the technology.
Intangible assets acquired in a business combination
Goodwill
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a 
business combination that are not individually identified and separately recognized. Goodwill is measured 
as a residual at the acquisition date, as the excess of the fair value of the consideration transferred and the 
assets and liabilities recognized (in accordance with IFRS 3).
Goodwill has an indefinite useful life and is not amortized but tested for impairment at least annually or more 
frequently whenever events or changes in circumstances indicate that goodwill may be impaired, as set forth 
in IAS 36 (Impairment of Assets).
Goodwill arising from business combinations is allocated to cash generating units, which are expected to 
receive future economic benefits from synergies that are most likely to arise from the acquisition. These cash 
generating units form the basis of any future assessment of impairment of the carrying value of the acquired 
goodwill.
Internally generated intangible assets 
Except qualifying development expenditure (discussed below), internally generated intangible assets are not 
capitalized. Expenditure is reflected in the income statement in the year in which the expenditure is incurred.
Research and development costs
Research costs are expensed as incurred. Development expenditures on an individual project are 
recognized as an intangible asset when the Group can demonstrate development phase. 
For the industry in which the Group operates, the life science industry, the technical feasibility of completing 
and the availability of probable future benefits  tend to be the most difficult to achieve.  For medical devices 
this is usually met at the moment of CE marking.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring 
the asset to be carried at cost less any accumulated amortization and accumulated impairment losses.

 
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Amortization of the asset begins when development has been completed and the asset is available for use. 
It is amortized over the period of expected future benefit. Amortization is recorded in Research & 
Development expenses. During the period of development, the asset is tested for impairment annually, or 
earlier when an impairment indicator occurs. As of statement of financial position dates, only the 
development costs of C-Cathez® have been capitalized under “Development costs” and are being amortized 
over a period of 17 years which corresponds to the period over which the intellectual property is protected.  
A new capitalization has been recognized for the re-development of the C-Cath® device and an amortisation 
period of 5 years has been applied.
5.2.7.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated 
impairment losses, if any. Repair and maintenance costs are recognized in the income statement as 
incurred. 
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: 
•
Land and buildings: 15 to 20 years 
•
Plant and equipment: 5 to 15 years
•
Laboratory equipment: 3 to 5 years
•
Office furniture: 3 to 10 years 
•
Leasehold improvements: based on remaining duration of office building lease
•
Right-of-use assets: over lease term
An item of property, plant and equipment and any significant part initially recognized is derecognized upon 
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising 
on derecognition of the asset (calculated as the difference between the net disposal proceeds and the 
carrying amount of the asset) is included in the income statement when the asset is derecognized.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year 
end, and adjusted prospectively, if applicable.
5.2.8.
Leases 
The Group leases various offices, facilities, cars and IT-equipment.
The lease term covers the non-cancellable period for which the Group has the right to use an underlying 
asset which includes the periods covered by an option to terminate the lease if the Group is reasonably 
certain not to exercise that option. The Group has considered a lease term of 9 years for the lease of the 
building.
5.2.9.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired, 
unless there are indications of impairment at other points throughout the period. If any indication exists, or 
when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable 
amount. 
As of the statement of financial position dates, the Group has two cash-generating units which consist of the 
development and commercialization activities on:
•
CYAD products candidate series based on CAR T technology, for the immune-oncology segment; 
and

 
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•
C-Cathez® commercialized medical device, for the cardiology segment. 
5.2.10.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and 
very short-term deposits with an original maturity of three months or less. Cash and cash equivalents are 
carried in the statement of financial position at their amortized cost.
5.2.11.
Financial assets 
Financial assets are mainly grant receivable, trade receivables and cash and cash equivalents carried at 
amortized cost.
5.2.12.
Financial liabilities 
The Group’s financial liabilities include “lease liabilities”, “recoverable cash advances”, “contingent 
consideration and other financial liabilities”, “trade payables” and relevant financial liabilities within “Other 
(non-) current liabilities”. 
The Group classifies and measures its financial liabilities at ‘amortized cost’ using the effective interest 
method. The contingent consideration liability is measured at fair value.
The subsequent measurement of financial liabilities depends on their classification as explained above. In 
particular:
Recoverable cash advances
Recoverable cash advances granted by the Walloon Region are subsequently measured at amortized cost 
using the cumulative catch-up approach, as described in section 5.2.5 above.
Trade payables and other payables
After initial recognition, trade payables and other payables are measured at amortized cost using the 
effective interest method.
5.2.13.
Share-based payments
Certain employees, managers and members of the Board of Directors of the Group receive remuneration, 
as compensation for services rendered, in the form of share-based payments which are “equity-settled”. 
Measurement
The cost of equity-settled share-based payments is measured by reference to the fair value at the date on 
which they are granted. The fair value is determined by using an appropriate pricing model, further details 
are given in note 5.14. 
Recognition
The cost of equity-settled share-based payments is recorded as an expense, together with a corresponding 
increase in equity, over the period in which the service conditions are fulfilled. The cumulative expense 
recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to 
which the vesting period has expired and the Group’s best estimate of the number of equity instruments that 
will ultimately vest.
Modification

 
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Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is 
the expense as if the terms had not been modified, if the original terms of the award were met. An additional 
expense is recognized for any modification that increases the total fair value of the share-based payment 
transaction, or is otherwise beneficial to the employee as measured at the date of modification.
The incremental fair value granted is the difference between the fair value of the modified equity instrument 
and the original equity instrument, both estimated as at the date of the modification. If the modification occurs 
during the vesting period, the incremental fair value granted is included in the measurement of the amount 
recognized for services received over the period from the modification date until the date when the modified 
equity instruments vest, in addition to the amount based on the grant date fair value of the original equity 
instruments, which is recognized over the remainder of the original vesting period. If the modification occurs 
after vesting date, the incremental fair value granted is recognized immediately, or over the vesting period if 
the employee is required to complete an additional period of service before becoming unconditionally entitled 
to those modified equity instruments.
Forfeiture
An equity-settled award can be forfeited with the departure of a beneficiary before the end of the vesting 
period, or cancelled and replaced by a new equity settled award. If a new award is substituted for the 
cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and 
new awards are treated as if they were a modification of the original award, as described in the previous 
paragraph. 
Cancellation
If the cancellation occurs during the vesting period, it is treated as an acceleration of vesting, and the Group 
recognizes immediately the amount that would otherwise have been recognized for services received over 
the remainder of the vesting period. If the cancellation occurs after the vesting period, no adjustments will 
be made to the accounting.
5.2.14.
Income Taxes 
Tax is recognized in the income statement, except to the extent that it relates to items recognized in other 
comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive 
income or directly in equity, respectively.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between 
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
•
Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability 
in a transaction that is not a business combination and, at the time of the transaction, affects neither 
the accounting profit nor taxable profit or loss;
•
In respect of taxable temporary differences associated with investments in subsidiaries, associates 
and interests in joint ventures, where the timing of the reversal of the temporary differences can be 
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax 
credits and unused tax losses (except if the deferred tax asset arises from the initial recognition of an asset 
or liability in a transaction other than a business combination and that, at the time of the transaction affects 
neither accounting nor taxable profit or loss), to the extent that it is probable that taxable profit will be 

 
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available against which the deductible temporary differences, and the carry forward of unused tax credits 
and unused tax losses can be utilized. 
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that 
it is not probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to 
be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to 
the extent that it has become probable that future taxable profits will allow the deferred tax asset to be 
recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when 
the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or 
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current 
tax assets against current income tax liabilities and the deferred taxes relate to income taxes levied by the 
same taxation authority or either the same taxable entity or different taxable entities where there is an 
intention to settle the balances on a net basis.
5.2.15.
Earnings (loss) per share 
The basic net profit/(loss) per share is calculated based on the weighted average number of shares 
outstanding during the period.
The diluted net profit/(loss) per share is calculated based on the weighted average number of shares 
outstanding including the dilutive effect of potentially dilutive ordinary shares such as warrants and 
convertible debts. Potentially dilutive ordinary shares should be included in diluted earnings (loss) per share 
when and only when their conversion to ordinary shares would decrease the net profit per share (or increase 
net loss per share).
5.2.16.
Equity 
The basic net profit/(loss) per share is calculated based on the weighted average number of shares 
outstanding during the period. The equity is comprised of the following (further details are given in note 5.13); 
•
Share capital: Share capital is comprised of the nominal amount of the parent’s ordinary shares. 
This capital is not distributable in the form of dividends under Belgian Companies and Associations 
Code. 
•
Other reserves: Other reserves are comprised of: (1) Share-base payment reserve; (2) Other equity 
reserve from conversion of convertible loan in 2013; and (3) Currency Translation differences.
•
Capital reduction reserve: Capital reduction reserve is comprised of the absorption of historical 
losses of the Company into the share premium or into the share capital, as approved by the 
Company’s shareholders in accordance with Belgian Companies and Associations Code.
•
Accumulated deficit: Accumulated deficit is comprised of cumulative historical losses of the 
Company.
5.2.17.
Inventories 
The inventories are valued at individual cost prices per item.

 
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5.3.
Risk Management 
Financial risk factors
Interest rate risk 
The interest rate risk is very limited as the Group has only a limited amount of finance leases and no 
outstanding bank loans. So far, because of the immateriality of the exposure, the Group did not enter into 
any interest hedging arrangements.
Credit risk
The Group has a limited amount of trade receivables due to the fact that sales to third parties are not 
significant and thus the Group’s credit risk arises mainly from cash and cash equivalents and deposits with 
banks and financial institutions. The Group only works with international reputable commercial banks and 
financial institutions. 
The maximum credit risk, to which the Group is theoretically exposed as at the statement of financial position 
date, is the carrying amount of financial assets. Given the current nature and size of operations of the Group, 
the requirement of the Group to measure the loss allowance for a financial instrument at an amount equal 
to the lifetime expected credit losses (ECL), mainly apply to trade and other receivables (resulting mainly 
from the amendment of the Mesoblast license agreement). The Group recognized a bad debt accrual on this 
receivable at the reporting date and considers there is no significant additional credit risk related to this 
receivable. As such, no additional ECL allowance has been recognized for any other financial asset.
Foreign exchange risk 
The Group is exposed to foreign exchange risk as certain collaborations or supply agreements of raw 
materials are denominated in USD. So far, because of the immateriality of the exposure, the Group did not 
enter into any currency hedging arrangements.
At December 31, 2024, the foreign exchange risk exposure exists mainly on the cash denominated in USD. 
A depreciation of 1% on the USD versus EUR would translate into an unrealized foreign exchange loss of 
€1,5k for the Group at December 31, 2024. 
Liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. Refer to note 5.4 
for the going concern assessment.
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use 
of bank deposit and leases. 
Refer to note 5.19 for an analysis of the Group’s non-derivative financial liabilities into relevant maturity 
groupings based on the remaining period at the statement of financial position date to the contractual 
maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Capital management

 
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The Group’s objectives when managing capital are to safeguard the Group’s ability to operate as a going 
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an 
adequate structure to limit to cost of capital.
5.4
Critical accounting estimates and judgments
The preparation of the Group’s financial statements requires Management to make judgments, estimates 
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the 
disclosure of contingent liabilities, at the end of the reporting period. 
Estimates and judgments are continually evaluated and are based on historical experience and other factors, 
including expectations of future events that are believed to be reasonable under the circumstances. 
Uncertainty about these assumptions and estimates could result in outcomes that require a material 
adjustment to the carrying amount of the asset or liability affected in future periods. 
In the process of applying the Group’s accounting policies, Management has made judgments and has used 
estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, 
seldom equal the related actual results. The estimates and assumptions that have a significant risk of 
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year 
are addressed below.
5.4.1 Critical accounting estimates
Measurement and impairment of non-financial assets
With the exception of goodwill and certain intangible assets for which an annual impairment test is required, 
the Group is required to conduct impairment tests where there is an indication of impairment of an asset. 
Measuring the fair value of non-financial assets requires estimates by management. These estimates could 
change substantially over time as new facts emerge or new strategies are taken by the Group. Further details 
(including sensitivity analysis) are contained in note 5.6.2.
Onerous Contract & Invoice to receive accruals
The Group recorded a provision for onerous contracts in order to cover the contractual obligations, mainly 
on clinical activities follow-up and studies closing costs, after the Group’s decision, in the fourth quarter of 
2022, to discontinue the development of its remaining clinical programs CYAD-02, CYAD-101 and CYAD-
211 (see notes 5.17 and 5.18).
The Group recognized expenses under the comprehensive income statement through accruals for invoices 
to receive based on estimated amounts of rendered services or delivered goods during the year 2024 but 
not yet invoiced as per December 31, 2024 (see note 5.18).
The Group makes these estimates based on the input from the management and communication with the 
vendors.
Share-Based Payments
The fair value of the warrants has been determined at grant date based on the valuation method chosen, 
the Black-Scholes formula, which requires several parameters. This method implies the estimation of the 
Expected share value volatility. This estimation is based on past-years volatility of the group quotation (see 
note 5.14).
Leases (IFRS 16)

 
2024 Annual Report
1
05
The Group has considered a period of 9 years for the lease for the Group’s new headquarter (Dumont 9 
building in Mont-Saint-Guibert, Belgium). The calculation under IFRS 16 implied estimation of the IBR 
(incremental borrowing rate). 
5.4.2 Critical accounting judgments
Going Concern
When assessing going concern, the Board of Directors considers mainly the following factors:
•
The treasury available at the statement of financial position date;
•
The cash burn projected in accordance with the approved budget for next 12-month period as the 
date the financial statements are issued, which are subject to judgments by management while 
considering all information available at the reporting date such as significant expenses and cash 
outflows in relation to – among others – the closing of clinical trials and the continuation of research 
and development projects ;
•
The availability of grant funding and outcome of ongoing and future grant applications payback loan 
to be received for the next 12-month period; and
•
The financial facilities open to the company for raising new funds by capital increase operations. 
Financing options may include, but are not limited to, the public or private sale of equity, debt 
financings or funds from other capital sources, such as collaborations, strategic alliances and 
partnerships, or licensing arrangements with third parties
Recoverable Cash Advances received from the Walloon Region
As explained in note 5.2.5, accounting for RCAs requires initial recognition of the fair value of the loan 
received to determine the benefit of the below-market rate of interest, which shall be measured as the 
difference between the initial carrying value of the loan and the proceeds received. Loans granted to entities 
in their early stages of operations, for which there is significant uncertainty about whether any income will 
ultimately be generated and for which any income which will be generated will not arise until a number of 
years in the future, normally have high interest rates. Judgment is required to determine a rate which may 
apply to a loan granted on an open market basis and to determine projected revenue that will derive in the 
future from the products that benefited from the support of the Walloon Region. The estimated projected 
revenue by management is similar to the ones used for impairment of non-financial assets (see note 5.6.2).
In accordance with the RCA agreements, the fixed component are assessed when calculating estimated 
future cash flows (30% of the initial RCA, which is repayable when the Group exploits the outcome of the 
research financed) and the variable component is estimated to zero.
After initial recognition, RCA liabilities are measured at amortized cost using the cumulative catch-up method 
requiring management to regularly revise its estimates of payments and to adjust the carrying amount of the 
financial liability to reflect actual and revised estimated cash flows. 
Grant accounting (Other non-current liabilities)
The Group has kept the ‘other non-current liability’ of €1.5 million booked in 2024 and related to a potential 
repayment of a grant due by the Group taking into account the fact that the fulfillment of all the attached 
conditions is subject to uncertainties, making the underlying grant income not reasonably certain at reporting 
date and thus not yet recognized.  It is not expected by the Group that this liability will be required to be 
settled within the next 12 months, implying that an “other non-current liability” was accounted for. The 
judgment applied within the grant accounting about the probabilities and timing of possible repayment is 
subject to revision at each reporting date.

 
2024 Annual Report
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06
5.5
Operating segment information 
The chief operating decision-maker (CODM), who is responsible for making strategic decisions, allocating 
resources and assessing performance of the Group, has been identified as the Board of Directors.
Since the acquisition of the oncological platform in 2015, the management and the CODM have determined 
that there are two operating segments, being:
•
the immuno-oncology segment regrouping all assets developed based on the CAR T-cell platform; 
and
•
the cardiology segment, regrouping the Cardiopoiesis platform, C-Cathez®.
Corporate segment includes costs for general and administration functions not allocated to the other 
business segments.  
Although the Group is currently active in Europe and in the US, no geographical financial information is 
currently available given the fact that the core operations are currently still in a study phase. No 
disaggregated information on product level or geographical level or any other level currently exists and hence 
also not considered by the Board of Directors for assessing performance or allocating resources. 
The CODM does not review assets by segments, hence no segment information per assets is disclosed. As 
of December 31, 2024, the main Group’s non-current assets are located in Belgium.
Since 2017, the Group is fully focused on the development of its immuno-oncology platform. Therefore, for 
the year ended December 31, 2024, most of the R&D expenses were incurred in the immuno-oncology 
segment, in line with prior year. 
€ '000
For the year ended December 31, 2024
 
Cardiology
Immuno-
oncology
Corporate
Group Total
Revenue recognized at a point in time
186
186
Total Revenue
186
—
—
186
Cost of Sales
(12)
(12)
Gross Profit
173
—
—
173
Research & Development expenses
(378)
(2,856)
(3,235)
General & Administrative expenses
(3,198)
(3,198)
Net Other income/(expenses)
(4)
148
258
402
Operating Profit/(Loss)
(209)
(2,708)
(2,941)
(5,858)
Net financial income/(expenses)
(60)
94
35
Profit/(Loss) before taxes
(209)
(2,768)
(2,847)
(5,824)
Income Taxes
—
Loss for the year 2024
(209)
(2,768)
(2,847)
(5,824)
€ '000
For the year ended December 31, 2023
 
Cardiology
Immuno-
oncology
Corporate
Group Total
Revenue recognized at a point in time
102
—
—
102
Revenue recognized over time
—
—
—
—
Total Revenue
102
—
—
—
—
—
102
Cost of Sales
(69)
—
—
(69)
Gross Profit
33
—
—
—
—
—
33
Research & Development expenses
(711)
(3,891)
—
(4,602)
General & Administrative expenses
—
—
(6,028)
(6,028)
Net Other income/(expenses)
(38)
1,346
832
2,140
Operating Profit/(Loss)
(716) —
(2,545) —
(5,196) —
(8,457)
Net financial income/(expenses)
—
(52)
(2)
(54)
Profit/(Loss) before taxes
(716) —
(2,597) —
(5,198) —
(8,511)
Income Taxes
—
65
(2)
63
Loss for the year 2023
(716)
(2,532) —
(5,200) —
(8,448)

 
2024 Annual Report
1
07
5.6.
Intangible assets
5.6.1.
Intangible assets details and balance roll forward
The change in intangible assets is broken down as follows, per class of assets:
(€'000)
Goodwill
In-process 
research 
and 
development
Development 
costs
Patents, 
licenses, 
trademarks
Software
Total
Capitalized costs
At January 1, 2023
644
33,678
1,084
13,948
98
49,452
Additions
—
—
—
—
35
35
Divestiture
—
—
—
—
—
—
At December 31, 2023
644
33,678
1,084
13,948
133
49,487
Additions
118
118
Divestiture
—
At December 31, 2024
644
33,678
1,202
13,948
133
49,605
Accumulated amortization
At January 1, 2023
(644)
(33,678)
(676)
(13,492)
(98)
(48,588)
Amortization charge
(66)
(438)
(5)
(509)
Divestiture
—
At December 31, 2023
(644)
(33,678)
(742)
(13,930)
(103)
(49,097)
Amortization charge
(78)
(18)
(7)
(103)
Divestiture
—
Impairment
—
At December 31, 2024
(644)
(33,678)
(820)
(13,948)
(110)
(49,200)
Net book value
Capitalized costs
644
33,678
1,084
13,948
133
49,487
Accumulated amortization
(644)
(33,678)
(742)
(13,930)
(103)
(49,097)
At December 31, 2023
—
—
342
18
30
390
Capitalized costs
644
33,678
1,202
13,948
133
49,605
Accumulated amortization
(644)
(33,678)
(820)
(13,948)
(110)
(49,200)
At December 31, 2024
—
—
382
(0)
23
405
Goodwill and IPR&D resulted from the purchase price allocation exercise performed for the acquisition of 
Oncyte LLC in 2015. As of December 31, 2024, and 2023, Goodwill and IPR&D are not amortized but tested 
for impairment. As of December 31, 2022, Management recognized a full impairment loss on the Goodwill 
and IPR&D.
The capitalized development costs relate to the development of C-Cathez®. The development costs of C-
Cathez® were capitalized in May 2012 and are being amortized until 2029. No other development costs 
have been capitalized to date. All other programs (C-Cure, CYAD-01, CYAD-02, CYAD-101, CYAD-211…) 
development costs have been assessed as not being eligible for capitalization and have therefore been 
recognized in the income statement as research and development expenses. Software is amortized over a 
period of 3 to 5 years.  An intangible asset has been capitalized in June 2024 for the redevelopment of the 
C-Cathez® in order to prepare for the commercialization, which is being amortized over a period of 5 years.
Patents, licenses and trademarks, mainly relate to the following items:

 
2024 Annual Report
1
08
•
Exclusive Agreement for Horizon Discovery’s shRNA Platform to develop next-generation allogenic 
CAR T Therapies acquired for €0.9 million at the end of December 2018. Since acquisition, the 
Company capitalized milestone payments for a total amount of €0.3 million. This patent is being 
amortized over the remaining intellectual property protection of 20 years, with the first patent 
application filed in 2008. As of December 31, 2022, Management recognized a full impairment loss 
on the remaining value of the Horizon Discovery’s shRNA platform; and
•
An intangible asset has been capitalized in January 2022 for $1.0 million (€0.9 million), reflecting 
the Group's opportunity to explore new partnership for the C-Cathez®, which is being amortized 
over a period of 2 years (see note 5.8).
5.6.2.
Impairment testing
Impairment testing is detailed below.
Immuno-oncology CGU impairment test
Goodwill and IPR&D exclusively relate to the acquisition of the former entity Oncyte LLC (meanwhile 
liquidated into Celyad Oncology SA) which was acquired in 2015. Management performs an annual 
impairment test on goodwill and on 'indefinite lived assets' that are not amortized in accordance with the 
accounting policies stated in notes 5.2.6 and 5.2.9. The impairment test has been performed at the level of 
the immuno-oncology segment. The recoverable amount associated to this CGU is calculated based on the 
fair value less costs to sell model using Level 3 fair value measurements for which the Group developed 
unobservable inputs and requires the use of assumptions. 
As of December 31, 2022, due to the early stage of the implementation of the new strategy and the fact no 
firm sublicence contract nor collaboration contract was concluded as of December 31, 2022, Management 
had to recognize that significant uncertainty exist on the timing and amount of the new strategy outcomes 
and therefore had to conclude that the possibility of any inflow was remote regarding accounting standards 
definition. Therefore, Management recognized a full impairment loss on the remaining value of the goodwill, 
IPR&D and Horizon Discovery’s shRNA platform. This accounting conclusion, which reflected a picture of 
the situation at December 31, 2022, does not affect the Management’s commitment to continue the 
exploitation of these IPs in its new strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability 
of revenue, indicating that the probability is more than remote and consequently that the recognized 
impairment losses may no longer exist or may have decreased, the Group will estimate the cash-generating 
unit’s recoverable amount. The reversal will be limited so that the carrying amount of the asset does not 
exceed its recoverable amount. An impairment loss recognized on goodwill is however not reversed in a 
subsequent period.
As of December 31, 2024, Management has determined that there have been no event that increase the 
probability of revenue, indicating that the probability is more than remote such as there is no reversal of the 
impairment loss to be recognized.

 
2024 Annual Report
1
09
5.7.
Property, plant and equipment
(€’000)
Property
Equipment
Furniture
Leasehold
Total
Capitalized costs
At January 1, 2023
—
1,276
—
176
1,452
Additions
947
192
46
666
1,851
Disposals
—
(830)
—
(27)
(857)
Currency translation adjustments
—
—
—
—
—
Transfers to Assets held for sale
—
209
—
(172)
37
At December 31, 2023
947
847
46
643
2,483
Additions
—
Disposals
(76)
(76)
Currency translation adjustments
13
13
Transfers to Assets held for sale
—
At December 31, 2024
947
784
46
643
2,420
Accumulated depreciation
At January 1, 2023
—
(968)
—
(176)
(1,144)
Depreciation charge
(83)
(176)
(2)
(24)
(285)
Disposals
—
810
—
3
813
Currency translation adjustments
—
—
—
—
—
Transfers to Assets held for sale
—
(210)
—
173
(37)
At December 31, 2023
(83)
(544)
(2)
(24)
(653)
Depreciation charge
(105)
(160)
(9)
(72)
(347)
Disposals
72
72
Currency translation adjustments
—
Transfers to Assets held for sale
—
At December 31, 2024
(188)
(632)
(11)
(96)
(928)
Net book value
Capitalized costs
947
847
46
643
2,483
Accumulated depreciation
(83)
(544)
(2)
(24)
(653)
At December 31, 2023
864
303
44
619
1,830
Capitalized costs
947
784
46
643
2,420
Accumulated depreciation
(188)
(632)
(11)
(96)
(928)
At December 31, 2024
759
152
35
547
1,493
Property, Plant and Equipment is mainly composed of right-of-use on leased offices, facilities and equipment 
(including vehicles), office furniture, leasehold improvements, and laboratory equipment (see note 5.30). 
The addition of the year 2023, under equipment, furniture and leasehold improvements are mainly 
associated to the refurbishment and move to its new facility located at Rue Dumont 9, 1435 Mont-Saint-
Guibert, Belgium, which has been effective in the fourth quarter of 2023.

 
2024 Annual Report
1
10
5.8.
Non-current grant receivables and other non-current assets 
(€'000)
As at December 31,
 
2024
2023
R&D Tax credit receivable
1,420
2,804
Total Non-current Grant receivables
1,420
2,804
Deposits
95
137
Total Other non-current assets
95
137
Since 2018, the Group recognized R&D tax credit receivables from the Federal Government on an annual 
basis.
For the year ended December 31, 2024, the Group recorded an additional R&D tax credit of €0.1 million and 
classified as current grant receivables the fiscal year 2020 R&D tax credit for €0,6 million (see note 5.9) and 
received the proceeds of the tax credit 2019 in November 2024 for a value of €0.8 million.
Based on facts and circumstances, the Group believes that all the non-current receivables and/or financial 
fixed assets are recoverable and thus, the Group estimates that no reserve is required.
5.9.
Trade receivables, grant receivables and other current assets
(€'000)
As at December 31,
 
2024
2023
Trade receivables
126
380
Advance deposits
44
77
Total Trade and Other receivables
170
457
Current Grant receivables (RCAs)
—
Current Grant receivables (Others)
628
2,258
Total Current Grant receivables
628
2,258
Prepaid expenses
946
1,260
VAT receivable
104
98
Income and other tax receivables
49
44
Total Other current assets
1,099
1,402
Total Trade receivables, advances and other current assets
1,898
4,117
The decrease of trade and other receivables is mainly due to credit notes received following the closing of 
clinical studies for €0.2 million.
As of December 31, 2024, the decrease in current grant receivables to €0.6 million is driven by the fiscal 
year 2018 R&D tax credit which was effectively received early 2024.
The decrease in other current assets is mainly driven by the decrease on prepaid expenses on insurances 
(mainly D&O run-off insurance) for €0.3 million due to timing difference on the period covered by the 
insurance after the Nasdaq delisting and a decrease on VAT receivable as a result of decreased clinical 
activities compared to year-end 2023.

 
2024 Annual Report
1
11
5.10    Inventories
The Group has an inventory of C-Cathez® (finished products) that are available for sales for a value of €0.15 
million and the remaining €0.26 million represents the value of the stock in production (raw material and 
semi-finished products. 
5.11.
Cash and cash equivalents 
(€'000)
As at December 31,
 
2024
2023
Cash at bank and on hand
4,200
7,004
Total
4,200
7,004
The Group’s cash and cash equivalents amounted to €4.2 million at December 31, 2024 which accounts for 
a decrease of €2.8 million as compared to year-end 2023, mainly as a result of the Group’s operational 
expenses.  
Cash at banks earn interest at floating rates based on daily bank deposit rates. For the years ended 
December 31, 2024, and 2023, the earned bank interests have been insignificant.
5.12.
Subsidiaries fully consolidated
The consolidation scope of the Group is as follows :
Name
Country of 
Incorporation 
and Place of 
Business
Nature of 
Business
Proportion 
of ordinary 
shares 
directly held 
by parent 
(%)
Proportion 
of ordinary 
shares held 
by the 
Group (%)
Proportion 
of ordinary 
shares held 
by non-
controlling 
interests 
(%)
As of December 31, 2024
Celyad Oncology SA
BE
Biopharma
Parent 
company
Celyad Inc
US
Biopharma
100%
100%
0%
CorQuest Medical Inc
US
Medical 
Device
100%
100%
0%
As of December 31, 2023
Celyad Oncology SA
BE
Biopharma
Parent 
company
Celyad Inc
US
Biopharma
100%
100%
0%
CorQuest Medical Inc
US
Medical 
Device
100%
100%
0%

 
2024 Annual Report
1
12
5.13.
Share Capital
The number of shares issued is expressed in units.
As of December 31,
2024
2023
Total number of issued and outstanding shares
41,428,572
41,428,572
Total share capital (€'000)
8,216
32,949
As of December 31, 2024, the share capital amounted to €8.216 million represented by 41,428,572 fully 
authorized, subscribed and paid-up shares. This number does not include warrants issued by the Group and 
granted to certain directors, employees and non-employees of the Group.
As of December 31, 2024, total number of authorized shares remains available for issuance are 15,721,136. 
Recent history of the capital of the Company
On September 4, 2023, 3,930,770 new shares were issued by decision of the board of directors and 
subscribed for by TOLEFI SA, CFIP CLYD LLC (“Fortress”), an affiliate of Fortress Investment Group, as 
well as other historical shareholders, in the framework of a private placement for a global cash proceed of 
€2.0 million.
On November 14, 2023, 14,903,846 new shares were issued by decision of the board of directors and 
subscribed for by CFIP CLYD LLC (“Fortress”), an affiliate of Fortress Investment Group, in the framework 
of a private placement for a global cash proceed of €7.8 million.
During the extraordinary shareholders meeting of December 22, 2023, the shareholders, in accordance with 
Belgian Companies and Associations Code, approved the absorption of approximately €6.0 million of 
accounting losses into share premium and approximately €55.4 million of accounting losses into share 
capital. As a result, share premium and share capital has been reduced by a cumulative amount of €61.4 
million in the 12 months period ended December 31, 2023 (€296.0 million of loss absorption has been 
approved and recorded from inception to December 31, 2023) against capital reduction reserve. This 
transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor 
liabilities. 
During the general shareholders meeting of May 6, 2024, the shareholders, in accordance with Belgian 
Companies and Associations Code, approved the absorption of approximately €24.7 million of accounting 
losses into share capital. As a result, share premium and share capital has been reduced by a cumulative 
amount of €320.7 million of loss absorption from inception to December 31, 2024 against capital reduction 
reserve. This transaction has no impact on the total equity, comprehensive income (loss), assets (including 
cash) nor liabilities. 
As of December 31, 2024, all shares issued have been fully paid.
The following share issuances occurred since January,1 2023:
Category
Transaction date
Description
# of
shares
Par
value
(in €)
Ordinary shares
4 September 2023
Capital increase
3,930,770
0.52
Ordinary shares
14 November 2023
Capital increase
14,903,846
0.52
The total number of shares issued and outstanding as of December 31, 2024, totals 41,428,572 ordinary 
common shares. 
Capital reduction reserve

 
2024 Annual Report
1
13
Capital Reduction Reserve at the General Meeting of Shareholders on May 6, 2024, shareholders, in 
accordance with the Companies and Associations Code, approved the absorption of approximately €24.7 
million of losses in the share capital. As a result, €321 million in loss absorption was approved and 
recognized from inception through December 31, 2024, as a counterpart to the capital reduction reserve. 
This transaction has no impact on total equity, comprehensive income, assets (including cash), and liabilities.
5.14.
Share-based payments
The Group operates an equity-based compensation plan, whereby warrants are granted to directors, 
management and selected employees and non-employees. The warrants are accounted for as equity-settled 
share-based payment plans since the Group has no legal or constructive obligation to repurchase or settle 
the warrants in cash.
Each warrant gives the beneficiaries the right to subscribe to one common share of the Group. The warrants 
are granted for free and have an exercise price equal to the lower of the average closing price of the Group’s 
share over the 30 days prior to the offer, and the last closing price before the day of the offer, as determined 
by the Board of Directors of the Group.
Changes in the number of warrants outstanding and their related weighted average exercise prices are as 
follows:
 
2024
2023
 
Weighted average 
exercise price (in 
€)
Number of 
warrants
Weighted average 
exercise price (in 
€)
Number of 
warrants
Outstanding as at January 1,
6.18
2,961,589
8.36
2,339,646
Granted
0.28
1,460,148
0.65
756,875
Forfeited
0.56
(688)
1.18
(55,716)
Exercised
-
-
-
—
Expired
14.84
(564,915)
10.82
(79,216)
At December 31,
2.69
3,856,134
6.18
2,961,589
Warrants outstanding at the end of the year have the following expiry date and exercise price:

 
2024 Annual Report
1
14
Warrant plan issuance date
Vesting 
date
Expiry date
Number of 
warrants 
outstanding 
as at 
December 
31, 2024
Number of 
warrants 
outstanding 
as at 
December 
31, 2023
Average 
exercise 
price per 
share
06 May 2013
06 May 2016
06 May 
2023
—
—
2.64
05 May 2014
05 May 2017
05 May 
2024
—
35,698
38.25
05 November 2015
05 
November 
2018
05 
November 
2025
79,315
79,315
30.67
08 December 2016
08 
December 
2019
08 
December 
2026
7,500
7,500
32.04
26 October 2018
26 October 
2021
31 
December 
2024
—
289,101
18.26
25 October 2019
25 October 
2022
31 
December 
2025
289,584
529,700
7.13
11 December 2020
10 
December 
2023
31 
December 
2027
489,317
489,317
6.27
11 October 2021
11 October 
2024
31 
December 
2028
799,083
799,083
2.37
05 October 2022
05 October 
2025
05 October 
2032
543,500
543,500
0.68
04 September 2023
04 
September 
2025
04 
September 
2033
598,500
188,375
0.56
30 September 2024
30 
September 
2024
31 
Decembre 
2034
1,049,335
0.28
 
3,856,134
2,961,589
The Group has a reserve of 264,977 authorized warrants for share based compensation plan as of 
December 31, 2024.
Warrants issued on September 4, 2023
On September 4, 2023, the Board of Directors issued a new plan of 598,500 warrants, out of which 284,000 
warrants were offered in a first tranche to beneficiaries (employees, non-employees and directors). Out of 
the warrants offered, 188,375 warrants were accepted by the beneficiaries and 188,375 warrants are 
outstanding as of December 31, 2024. 
These warrants will vest over a period of two years. Half (50%) of the Warrants allocated to each Beneficiary 
shall vest on the first anniversary of the Offer.  The second half (50%) of the Warrants allocated to each 
Beneficiary shall vest at a rate of 1/12th per month over a 12-month period following the first anniversary of 
the Offer.  The First Tranche of Warrants will be exercisable between the first anniversary of the Offer and 
the tenth anniversary of the Offer. The Second Tranche of Warrants will be exercisable between the second 
anniversary of the Offer and the tenth anniversary of the Offer. The exercise price of the first tranche was 
€0.56. Warrants not exercised within 10 years after issue become null and void.
The first distribution of 188,375 warrants was made the 11th November 2023 was fully vested following the 
change of control acted as of 14th of November 2023.
A second distribution of 263,434 warrants was made the 18th of April 2024 and vested in equal tranches 
over a period of three years  with the possibility to exercise one third after each year of vesting.  The First 
Tranche of Warrants will be exercisable between the first anniversary of the Offer and the tenth anniversary 
of the Offer. The Second Tranche of Warrants will be exercisable between the second anniversary of the 
Offer and the tenth anniversary of the Offer. The exercise price of the first tranche was €0.33. Warrants not 
exercised within 10 years after issue become null and void.

 
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A third distribution of 146,691 warrants was made the 05th of November 2024 and vested in equal tranches 
over a period of three years  with the possibility to exercise one third after each year of vesting.  The First 
Tranche of Warrants will be exercisable between the first anniversary of the Offer and the tenth anniversary 
of the Offer. The Second Tranche of Warrants will be exercisable between the second anniversary of the 
Offer and the tenth anniversary of the Offer. The exercise price of the first tranche was €0.27. Warrants not 
exercised within 10 years after issue become null and void.
Warrants issued on September 30, 2024
On September 30, 2024, the Board of Directors issued a new plan of 1,315,000 warrants.
A first distribution of 1,050,023 warrants was made the 05th of November 2024 and vested on a three years 
period with the possibility to exercise one third after each year vested.  The First Tranche of Warrants will 
be exercisable between the first anniversary of the Offer and the tenth anniversary of the Offer. The Second 
Tranche of Warrants will be exercisable between the second anniversary of the Offer and the tenth 
anniversary of the Offer. The exercise price of the first tranche was €0.33. Warrants not exercised within 10 
years after issue become null and void.
As a result, as of December 31, 2024, there are 3,856,134 warrants outstanding which represent respectively 
8.52% of the total number of all its issued and outstanding shares and 7.12% of the total voting financial 
instruments. 
The fair value of the warrants has been determined at grant date based on the Black-Scholes formula. The 
variables, used in this model, are:
 
 
05 Nov. 
2015
08 Dec. 
2016
25 Oct. 
2019
10 Dec. 
2020
11 Oct. 
2021
04 Oct. 
2022
04 Sep. 
2023
30 Sep. 
2024
Total
Number of warrants 
issued
466,000
100,000
939,500
561,525
777,050
323,700
598,500
1,315,000
5,081,275
Number of warrants 
accepted
353,550
45,000
602,025
557,050
874,200
568,500
589,500
1,049,335
4,639,160
Number of warrants not 
fully vested as of  
December 31, 2024
—
—
—
—
—
—
391,125
1,049,335
1,440,460
Average exercise price 
(in €)
30.67
32.04
7.13
6.27
2.37
0.68
0.56
0.28
Expected share value 
volatility
60.53%
61.03%
59.14%
58.84%
56.86%
64.73%
85.41%
75.46%
Risk-free interest rate
0.26%
(0.40)%
(0.38)%
(0.66)%
(0.30)%
2.74%
3.26%
3.01%
Average fair value (in €)
20.04
16.18
3.99
3.47
1.36
0.54
0.48
0.20
Weighted average 
remaining contractual 
life
0.84
1.93
(0.19)
2.94
3.78
7.76
8.67
9.75
The total expense recognized in the income statement for the outstanding warrants totals €0.04 million for 
the year 2024 (€0.9 million of expense for the prior year 2023). 
5.15    Section left blank
5.16.
Recoverable Cash Advances 
(€'000)
As at December 31,
2024
2023
Non-Current portion as at January 1,
4,505
4,584
Non-Current portion as at December 31,
4,195
4,505
Current portion as at January 1,
366
437
Current portion as at December 31,
639
366
Total Recoverable Cash Advances as at January 1,
4,871
5,021
Total Recoverable Cash Advances  as at December 31,
4,835
4,871

 
2024 Annual Report
1
16
The Group receives government support in the form of recoverable cash advances from the Walloon Region 
in order to compensate the research and development costs incurred by the Group. Refer to notes 5.2.5 and 
5.19.2.
At December 31, 2024, the Group has been granted recoverable cash advances amounting to €25.8 million 
related to active contracts. Out of this amount: i) €21.9 million have been received to date and €2.7 million 
have been decommitted due to the end of the expenses submission period linked to the R&D period. 
For further details, reference is made to the table below which shows, for active contracts (i) the year for 
which amounts under those agreements have been received and initially recognized on the statement of 
financial position for the financial liability and deferred grant income components and (ii) a description of the 
specific characteristics of those recoverable cash advances including repayment schedule and information 
on other outstanding advances. Underlying R&D is ongoing. 
(in €'000)
Amounts received for the years ended December 
31,
Amounts 
to be 
received
As at December 31, 2024
Id
Project
Contractual 
amount
Prior years 
(1)
2023
2024
Cumulated 
cashed in
2025 and 
beyond
Amounts 
decommitted
Status
Amount 
reimbursed 
(cumulative)
5915
C-Cathez
910
910
—
—
910
—
—
C-Cathez
810
6633
C-Cathez
1,020
1,020
—
—
1,020
—
—
C-Cathez
306
7027
C-Cathez
2,500
2,500
—
—
2,500
—
—
C-Cathez
725
7502
CAR T-cell
2,000
2,000
—
—
2,000
—
—
CAR-T Cell
140
7685
THINK
3,496
3,496
—
—
3,496
—
—
THINK
175
8087
CYAD01 - 
Deplethink
2,492
2,021
—
—
2,021
—
470
CYAD01 - 
Deplethink
40
8088
CYAD02 - 
Cycle1
3,538
2,468
—
—
2,468
—
1,071
CYAD02 - 
Cycle1
49
1910028
CwalityCAR
2,102
2,061
—
—
2,061
—
41
CwalityCAR
—
8212
CYAD-101
3,300
2,970
330
—
3,300
—
—
CYAD-101
—
8436
Immunicy
3,394
2,045
—
(14)
2,031
—
1,363
Immunicy
—
8516
New engagers
1,095
274
—
(18)
255
—
840
New 
engagers
—
Total
25,847
21,765
330
(33)
22,062
—
3,785
2,246
(1)Cumulated cashed in amount on RCAs, related to prior years.
Regarding active contracts (in exploitation or research status):
The contract 5915 has the following specific characteristics:
•
Funding by the Region covers 70% of the budgeted project costs;
•
Certain activities have to be performed within the Region;
•
In case of an out-licensing agreement or a sale to a third party, the Group will have to pay 10% of 
the price received (excl. Of VAT) to the Region; 
•
Sales-independent reimbursements, sales-dependent reimbursements, and amounts due in case 
of an out-licensing agreement or a sale to a third party, are, in the aggregate, capped at 100% of 
the principal amount paid out by the Region;
•
Sales-dependent reimbursements payable in any given year can be set-off against sales-
independent reimbursements already paid out during that year;
•
The amount of sales-independent reimbursement and sales-dependent reimbursement may 
possibly be adapted in case of an out-licensing agreement, a sale to a third party or industrial use 
of a prototype or pilot installation, when obtaining the consent of the Walloon Region to proceed 
thereto.
The RCA liability associated to the contract 5915 amounted to €0.1 million as of 31th December 2024.
The other contracts have the following specific characteristics:
•
Funding by the Region covers from 45% to 70% of the budgeted project costs;

 
2024 Annual Report
1
17
•
Certain activities have to be performed within the European Union;
•
Sales-independent reimbursements represent in the aggregate 30% of the principal amount;
•
Sales-independent reimbursements and sales-dependent reimbursements are, in the aggregate 
(including the accrued interests), capped at 200% of the principal amount paid out by the Region; 
•
Interests (at Euribor 1 year (as applicable on the first day of the month in which the decision to grant 
the relevant RCA was made + 100 basis points) accrue as of the 1st day of the exploitation phase;
•
The amount of sales-independent reimbursement and sales-dependent reimbursement may 
possibly be adapted in case of an out-licensing agreement, a sale to a third party or industrial use 
of a prototype or pilot installation, when obtaining the consent of the Region to proceed thereto.
•
In case of bankruptcy, the research results obtained by the Group under those contracts are 
expressed to be assumed by the Region by operation of law.
The RCA liability associated to the other contracts amounted to €4.7 million, which only incorporate the 
sales-independent reimbursements for €4.7 million (no sales-dependent reimbursements foreseen as of 
31th of December 2024).
The table below summarizes, in addition to the specific characteristics described above, certain terms and 
conditions for the recoverable cash advances:
Contract number
Research 
phase
Percentage of 
total project 
costs
Turnover-
dependent 
reimbursement
Turnover-independent 
reimbursement
Interest rate 
accrual
Amounts due in 
case of 
licensing (per 
year) resp. Sale
(€’000)
5915
01/08/08-
30/04/11
70%
5.00%
€40k in 2012 and €70k each 
year after
N/A
10% with a 
minimum of 
100/Y
6633
01/05/11-
30/11/12
60%
0.27%
From €10k to €51k starting in 
2013 until 30% of advance is 
reached
Starting 01/06/13
N/A
7027
01/11/12-
31/10/14
50%
0.33%
From €25k to €125k starting in 
2015 until 30% of advance is 
reached
Starting 
01/01/15
N/A
7502
01/12/15-
30/11/18
45%
0.19%
From €20k to €50k starting in 
2019 until 30% is reached.
Starting 01/12/19
N/A
7685
01/01/17-
31/12/19
45%
0.33%
From €35k to €70k starting in 
2019 until 30% is reached.
Starting 01/01/21
N/A
8087
01/05/19- 
30/06/21
45%
0.22%
From €20k to €61k starting in 
2022 until 30% is reached
Starting 01/07/22
N/A
8088
01/05/19- 
31/12/21
45%
0.21%
From €25k to €74k starting in 
2022 until 30% is reached
Starting 01/01/22
N/A
1910028
06/06/19- 
05/06/22
45%
0.01%
From €21k to €41k starting in 
2022 until 30% is reached
Starting 06/06/22
N/A
8212
01/01/20- 
30/06/23
45%
0.46%
From €33K to €99K starting in 
2024 until 30% is reached
Starting 01/07/23
N/A
8436
01/11/20- 
31/12/23
45%
0.32%
From €20K to €61K starting in 
2024 until 30% is reached
Starting 01/01/24
N/A
8516
01/04/21- 
31/03/23
45%
0.10%
From €11K to €33K starting in 
2024 until 30% is reached
Starting 01/04/23
N/A
5.17.
Other non-current liabilities
(€'000)
As at December 31,
2024
2023
Onerous contracts - non-current liabilities
96
71
Other non-current liabilities
1,516
1,567
Total Other non-current liabilities
1,612
1,638
As of December 31, 2024, the remaining non-current liability linked to onerous contracts related to our past 
clinical studies is €0.1 million. The Group has kept an other non-current liabilities of €1.5 million related to 
potential repayment due by the Group taking into account the relevant probabilities of the related income.

 
2024 Annual Report
1
18
5.18.
Trade payables and other current liabilities
(€'000)
As at December 31,
 
2024
2023
Total Trade payables
1,233
1,243
Social security
74
98
Payroll accruals
369
398
Onerous contracts - current liabilities
100
143
Other current grant liabilities
33
80
Contract liabilities
46
231
Other current liabilities
210
217
Total Other current liabilities
831
1,167
Total Trade payables and other current liabilities
2,065
2,410
Trade payables
Trade payables are non-interest-bearing liabilities and are normally settled on 90-day terms. 
Other current liabilities
The other current grant liabilities are mainly explained by the excess of cash proceeds compared to the 
eligible expenses. 
Contract liabilities decreased by €0.2 million, which is mainly explained by a decrease on deferred revenues 
on two specific contracts with customers in the Cardiology field (See note 5.23).
No discounting was performed to the extent that the amounts do not present payment terms longer than one 
year at the end of each financial year presented.
5.19.
Financial liabilities
5.19.1.
Maturity analysis
The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings 
based on the remaining period at the statement of financial position date to the contractual maturity date. 
The amounts disclosed in the table are the contractual undiscounted cash flows, except for advances 
repayable which are presented at amortized cost. 
Financial liabilities reported as at December 31, 2024: 
(€'000)
Total
Less than 
one year
One to five 
years
More than 
five years
As at December 31, 2024
Lease liabilities (undiscounted)
1,212
212
624
376
Advances repayable
4,835
639
1,408
2,787
Trade payables
1,233
1,233
-
-
Total financial liabilities
7,280
2,085
2,032
3,163
Financial liabilities reported as at December 31, 2023: 

 
2024 Annual Report
1
19
(€'000)
Total
Less than 
one year
One to five 
years
More than 
five years
As at December 31, 2023
Lease liabilities (undiscounted)
1,445
235
693
517
Advances repayable
4,871
366
1,315
3,190
Trade payables
1,243
1,243
—
—
Total financial liabilities
7,559
1,844
2,008
3,707
5.19.2.
Changes in liabilities arising from financing activities
The change in lease liability balances is detailed as follows:
LEASES FINANCIAL LIABILITY ROLL FORWARD
(€'000)
As at December 31,
 
2024
2023
Opening balance at January 1,
1,058
255
New leases
—
952
Payments
(167)
(145)
Remeasurement
13
(4)
Closing balance at December 31,
905
1,058
No new leases in 2024.  The new leases 2023 were mainly related to lease agreement for the Group’s new 
headquarter (Dumont 9 building in Mont-Saint-Guibert, Belgium). 
The change in recoverable cash advance liability balances is detailed as follows:
RECOVERABLE CASH ADVANCE LIABILITY ROLL FORWARD
(€'000)
As at December 31,
 
2024
2023
Opening balance at January 1,
4,871
5,021
Repayments
—
(320)
New Liability component
(0)
243
Remeasurement
(36)
(73)
Closing balance at December 31,
4,835
4,871
The RCAs are initially recognized as a financial liability at fair value, calculated based on present value of 
future repayment of grants (using initial effective discount rates ranging between 0% and 7% for the fixed 
part and between 13% to 25% for the variable part, depending on RCAs listed in note 5.16), determined as 
per IFRS 9. The benefit (RCA grant component) consisting in the difference between the cash received 
(RCA proceeds) and the financial liability’s fair value (RCA liability component) is treated as a government 
grant in accordance with IAS 20. 
The RCAs liability component (RCA financial liability) is subsequently measured at amortized cost using the 
cumulative catch-up approach under which the carrying amount of the liability is adjusted to the present 
value of the future estimated cash flows (future estimated cash flow are measured by the management using 
same key assumptions than for the impairment testing in note 5.6.2). The resulting adjustment is recognized 
within profit or loss (note 5.2.12).
As documented in the note 5.6.2, at December 31, 2022, Management had to conclude that the possibility 
of any cash flow, associated with CAR T-cell and NKG2D-based therapies were remote and thus the fair 
value of the sales dependent liability is estimated to be zero.

 
2024 Annual Report
1
20
As of December 31, 2024, Management has determined that there have been no event that increase the 
probability of revenue, indicating that the probability is more than remote, such as there is no change in the 
fair value of the sales dependent liability.
5.20.
Financial instruments 
5.20.1.
Financial instruments not reported at fair value on statement of financial position
The carrying and fair values of financial instruments that are not reported at fair value in the consolidated 
financial statements were as follows for the current and comparative periods:
(€'000)
As at December 31,
 
2024
2023
Financial Assets (‘Amortized cost’ category) within:
Other non-current assets
95
137
Trade receivables and other current assets
170
457
Cash and cash equivalents
4,200
7,004
Total
4,465
7,598
For the above-mentioned financial assets, the carrying amount reported as per December 31, 2024, is a 
reasonable approximation of their fair value.
(€'000)
As at December 31,
 
2024
2023
Financial Liabilities (‘Financial liabilities at amortized cost’ category) within:
Lease liabilities
905
1,058
RCAs liability
4,835
4,871
Trade payables
1,233
1,243
Total
6,973
7,172
For the above-mentioned financial liabilities, the carrying amount reported as per December 31, 2024, is a 
reasonable approximation of their fair value except for RCAs that are valued at fair value at around 4.8 million 
euro.
5.20.2.
Financial instruments reported at fair value on statement of financial position
Contingent consideration and other financial liabilities are reported at fair value in the statement of financial 
position using Level 3 fair value measurements for which the Group developed unobservable inputs. 
After initial recognition, contingent consideration liabilities are re-measured at fair value with changes in fair 
value recognized in profit or loss in accordance with IFRS 3. 
The contingent consideration and other financial liabilities refer to the acquisition of the Group’s immuno-
oncology platform and corresponds to the fair value of the potential future payments due to Celdara Medical, 
LLC and Dartmouth College (as disclosed within note 5.34.1). 
The Management’s key assumptions about projected cash flows when determining fair value less costs to 
sell are the same key assumptions than for impairment testing purposes (see note 5.6.2). There has not 
been any change in valuation technique in 2024 compared to 2023.
As documented in the note 5.6.2, at December 31, 2022, Management had to conclude on the full reversal 
of the contingent consideration and other financial liabilities associated the potential future payments due to 

 
2024 Annual Report
1
21
Celdara Medical, LLC and Dartmouth College associated to the Group’s immuno-oncology platform at 
December 31, 2022. This accounting conclusion, which reflected a picture of the situation at December 31, 
2022, doesn’t affect the Management’s commitment to continue the exploitation of these IPs in its new 
strategy.
As soon as a future event (such as a firm sublicense or collaboration contract) will increase the probability 
of revenue, indicating that the probability is more than remote, the Group will reassess the contingent 
consideration and other financial liabilities proportionally to the revised fair value of such consideration. 
As of December 31, 2024, Management has determined that there has been no event that increase the 
probability of revenue, indicating that the probability is more than remote, such as there is no change in the 
fair value of the contingent consideration.
5.21.
Income taxes 
The Group reports income taxes in the income statement as detailed below:
INCOME TAX EXPENSE IN PROFIT OR LOSS
(€'000)
For the year ended December 31,
 
2024
2023
Current tax (expense) / income
—
63
Deferred tax (expense) / income
—
Total income tax expense in profit or loss
—
63
The Group has a history of losses. In 2023, the Group was eligible for tax consolidation regarding the fiscal 
year 2022 and recognized a current tax income.
The following table shows the reconciliation between the effective and theoretical income tax at the nominal 
Belgian income tax rate of 25.00% for the years 2024 and 2023:
EFFECTIVE INCOME TAX RECONCILIATION
(€'000)
For the year ended December 31,
 
2024
2023
Loss before tax
(5,824)
(8,511)
Permanent differences
Tax disallowed expenses
1,436
88
Share-based payment
36
1,231
Nominal tax rate
25.00%
25.00%
Income tax at nominal tax rate1
1,088
1,872
Deferred tax assets not recognized
(1,088)
(1,872)
Effective tax expense
—
—
Effective tax rate
0%
0%
1 The difference in foreign tax rate in the US (25.80%) compared to the Belgian rate (25.00%) is not distinctively disclosed 
in this table due to non-materiality of the operations of the Group’s subsidiary Celyad Inc.
As having not yet reached the commercialization step, the Group accumulates tax losses that are carried 
forward indefinitely for offset against future taxable profits of the Group. Significant uncertainty exists 
however surrounding the Group’s ability to realize taxable profits in a foreseeable future leading the Group 
to not recognizing any net deferred tax assets in its statements of financial position.
Deferred tax assets and liabilities are detailed below by nature of temporary differences for the current year:

 
2024 Annual Report
1
22
DEFERRED TAX ASSETS AND LIABILITIES, PER TAX BASES
(€'000)
For the year ended
 
December 31, 2024
 
Assets
Liabilities
Net
Intangibles assets
—
(69)
(69)
Recoverable cash advances liability
—
—
—
Contingent consideration liability
1,168
—
1,168
Employee Benefits liability
(0)
—
(0)
Other temporary difference
66
—
66
Tax-losses carried forward
85,232
—
85,232
Unrecognized Gross Deferred Tax assets/(liabilities)
86,466
(69)
86,397
Netting by tax entity
(69)
69
0
Unrecognized Net Deferred Tax assets/(liabilities)
86,397
—
86,397
Deferred tax assets and liabilities are detailed below by nature of temporary differences for the prior year:
DEFERRED TAX ASSETS AND LIABILITIES, PER TAX BASES
(€'000)
For the year ended
 
December 31, 2023
 
Assets
Liabilities
Net
Intangibles assets
—
(90)
(90)
Recoverable cash advances liability
1,222
—
1,222
Contingent consideration liability
—
—
—
Employee Benefits liability
—
—
—
Other temporary difference
68
—
68
Tax-losses carried forward
82,867
—
82,867
Unrecognized Gross Deferred Tax assets/(liabilities)
84,157
(90)
84,067
Netting by tax entity
(90)
90
—
Unrecognized Net Deferred Tax assets/(liabilities)
84,067
—
84,067
The Group’s main deductible tax base relates to tax losses carried forward, which have indefinite term under 
both BE and US tax regimes applicable to its subsidiaries. 
The remaining temporary differences refer to differences between IFRS accounting policies and local tax 
reporting policies.
The change in the Group’s net deferred tax asset balance is detailed below:
UNRECOGNIZED DEFERRED TAX ASSET BALANCE ROLL FORWARD
(€'000)
For the year ended
 
2024
2023
Opening balance at January 1,
84,067
79,617
Temporary difference creation or reversal
(34)
(85)
Change in Tax-losses carried forward
2,364
4,535
Change in US tax rate applicable
—
Closing balance at December 31,
86,397
84,067
The net increase in the balance mainly relates to the additional losses reported for the current year. 
As of December 31, 2024, the Group has total accumulated tax losses of €321.8 million (€316 million as of 
December 31, 2023), which generate unrecognized deferred tax assets, not subject to expiration.

 
2024 Annual Report
1
23
5.22.
Other reserves 
(€’000 )
Share based 
payment 
reserve
Other equity 
reserve from 
conversion of 
convertible loan 
in 2013
Currency 
Translation 
Difference
Total
Balance as at January 1, 2023
19,599
16,631
(1,430)
34,800
Vested share-based payments
935
—
—
935
Currency Translation differences subsidiaries
—
—
(1)
(1)
Balance as at December 31, 2023
20,534
16,631
(1,431)
35,734
Vested share-based payments
36
—
—
36
Currency Translation differences subsidiaries
—
—
(4)
(4)
Balance as at December 31, 2024
20,570
16,631
(1,435)
35,765
The amount of €16.6 million has been accounted for as other reserves following the conversion of the loans 
on May 31, 2013, as a legacy IFRS adjustment on fully settled contribution-in-kind convertible loans.
5.23.
Revenue
(€'000)
For the year ended December 31,
2024
2023
Other revenue
186
102
Total
186
102
The Group does not expect to generate material revenue unless and until the Group concludes partnerships 
with outside parties around the licensing of the patents around allogeneic CAR T-cell therapies and NKG2D-
based therapies.
The other revenue recognized for the year ended December 31, 2024 relates to a contract with customer in 
the cardiology field (C-Cathez® medical devices).
5.24.
Research and Development expenses
The following table is a summary of manufacturing expenses, clinical, quality and regulatory expenses and 
other research and development expenses, which are aggregated and presented as research and 
development expenses in the Group’s consolidated financial statements. 
(€'000)
For the year ended December 31,
2024
2023
Employee expenses
1,303
1,923
Preclinical study costs
535
766
IP filing and maintenance fees
393
746
Depreciation
349
721
Rent and utilities
93
286
Share-based payments
6
141
Travel & Living
84
75
Clinical study costs
21
(156)
Catheter systems
249
Others
202
100
Total R&D expenses
3,235
4,602
The decrease in the Company's R&D expenses is primarily driven by the Company's decision to discontinue 
some of the preclinical costs, manufacturing, and clinical study activities after adopting and implementing a 
new business strategy in the last few months of 2022 and still impacting 2023 and 2024. Furthermore, there 
has been a decrease in employee expenses mainly attributed to the headcount reduction throughout the 
year ending on December 31, 2024, in support of the Company's reorganization around preclinical and 
clinical programs, along with a reduction in expenses related to share-based payments (non-cash expenses) 
associated with the warrant plan offered to the Company’s employees, managers and directors.

 
2024 Annual Report
1
24
The re-development of the new generation of the catheter C-Cathez® has generated R&D and regulatory 
spent for about €0.2M in 2024.
5.25.
General and Administrative expenses 
(€'000)
For the year ended December 31,
 
2024
2023
Employee expenses
1,214
1,861
Consulting fees
977
1,623
Insurances
643
989
Share-based payments
29
794
Communication & Marketing
78
215
Travel & Living
63
47
Rent
32
106
Depreciation
101
73
Other
61
309
Post employment benefits
-
11
Total General and Administration expenses
3,198
6,028
This decrease is primarily related to the decrease of insurances costs, the decrease of employee and 
consulting fees expenses due to headcount reduction and management changes through the year ended 
2022 and 2023 to support the Company’s reorganization. The decrease of the insurance is due to the 
Group's delisting from the Nasdaq market.
5.26.
Depreciation and amortization 
(€'000)
For the year ended December 31,
2024
2023
Depreciation of property, plant and equipment
347
285
Amortization of intangible assets
103
509
Total depreciation and amortization
450
794
Timing of new acquisitions related to new corporates offices and laboratories located in Dumont 9, mainly 
through the second semester of 2023 explains the increase of the depreciation over 2024. The depreciation 
of property, plant and equipment is mainly driven by the depreciation expenses relating to   new leasehold 
improvements and laboratories equipment associated to the Group's new offices located in Dumont 9. See 
notes 5.2.28, 5.6, 5.7 and 5.30.
The amortization expenses decreased compared to the year 2023 mainly due to end of amortization of a 
significant intangible assets.
5.27.
Employee benefit expenses 

 
2024 Annual Report
1
25
(€'000)
For the year ended December 31,
2024
2023
Salaries, wages and fees
984
1,544
Executive Committee compensation
1,195
1,650
Share-based payments
36
935
Social security
270
455
Post-employment benefits
44
75
Hospitalization insurance
12
52
Other benefit expenses
13
19
Total Employee expenses
2,553
4,730
Total employee expenses decreased in 2024 compared to 2023. Salaries, wages and fees 
expenses  decreased compared to 2023, which reflects the impact of the reorganization of the Group 
(including one-off expenses) over 2022 and 2023, consistent with a total staff full time equivalent (“FTE”) 
reduction for the year 2024. The decrease of the Executive Committee compensation is due to the its 
reorganization through the year 2022 (including one-offs expenses) and through the first semester of the 
year 2023. This impact of FTE reduction also reflects the decrease in post-employment benefits, 
hospitalization insurance and other benefit expenses. 
The decrease of the expenses associated with the share-based payments (non-cash expenses) related to 
the warrants plan offered to the employees, managers and directors, mainly related to the decrease in the 
fair market value of stock options issued over the previous years and the headcount reduction through the 
last 3 years. 
FTE
For the year ended December 31,
 
2024
2023
Research & Development
12.4
16.1
General and Administration
4.2
8.5
Total FTE
16.7
24.6
5.28.
Other income 
Other income
(€'000)
For the year ended December 31,
 
2024
2023
Grant income (RCA's)
—
565
Grant income (Other)
69
331
Remeasurement of RCA's
34
73
R&D tax credit
136
128
Gain on sale of Property, plant and equipment
12
1,087
Other
188
150
Total Other Income
440
2,334
For the year ended December 31, 2024, other income is mainly related to:
•
Grant income (RCAs): no additional grant income has been recognized in 2024 on grants in the 
form of recoverable cash advances (RCAs).  The decrease compared to December 31, 2023, is 
mainly associated with the decrease on additional grant income recognized on the conventions due 
to advancement of the subsidized programs and closing of conventions in 2023;
•
Grant income (Others): Grant convention n°8516 ended in 2023 which explains the decrease in 
2024. In 2024 the Group only recognized a grant income for grants received from the INAMI/RIZIV, 
not referring to RCAs and not subject to reimbursement. 

 
2024 Annual Report
1
26
•
R&D tax credit: the current year income decreased compared to December 31, 2023, due to lower 
eligible expenses on clinical activities and prioritization of discovery research in areas of expertise 
where it can leverage the differentiated nature of the Group’s platforms;
•
The decrease on the remeasurement income on the recoverable cash advances (RCAs) is mainly 
related to the Group decision to discontinue its remaining clinical programs in 2022 (see note 
5.19.2);
•
Gain on sale of Property, plant & equipment of 2023 resulted from the terms of the asset purchase 
agreement between Celyad Oncology and Cellistic under which Cellistic agreed to acquire certain 
fixed assets of the Group for a total consideration of €1.3 million, effective as of January 1, 2023 
(see note 5.1). The book value of the assets sold to Cellistic was €0.2 million. 
5.29     Section left blank

 
2024 Annual Report
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27
5.30.
Leases 
The consolidated statements of financial position shows the following amounts relating to leases for which 
the Group is a lessee: 
(€’000)
Property
Vehicles
Equipment
Total
Cost
At January 1, 2023
—
331
541
872
Additions
947
5
—
952
Disposals
—
(167)
(112)
(279)
Transfers
—
—
(235)
(235)
At December 31, 2023
947
169
194
1,310
Additions
—
Disposals
—
Transfers
13
13
At December 31, 2024
947
182
194
1,323
Accumulated depreciation
At January 1, 2023
—
(248)
(401)
(649)
Depreciation charge
(83)
(53)
(79)
(215)
Disposals
—
164
112
276
Transfers
—
—
235
235
At December 31, 2023
(83)
(137)
(133)
(353)
Depreciation charge
(105)
(38)
(39)
(182)
Disposals
—
Transfers
—
At December 31, 2024
(188)
(175)
(172)
(535)
Net book value
Cost
947
169
194
1,310
Accumulated depreciation
(83)
(137)
(133)
(353)
At December 31, 2023
864
32
61
957
Cost
947
182
194
1,323
Accumulated depreciation
(188)
(175)
(172)
(535)
At December 31, 2024
759
7
22
789
The additions for the year 2023 are mainly related to the lease agreement for the Group’s new headquarter 
(Dumont 9 building in Mont-Saint-Guibert, Belgium). This lease commenced from April 1, 2023. See note 
5.1. Other movements for the year 2023 are mainly related to disposals associated to the termination of 
lease agreements on company cars and laboratory equipment. 

 
2024 Annual Report
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28
Amounts recognized in the consolidated statements of comprehensive loss
The consolidated statements of comprehensive loss show the following amounts relating to leases:
(€’000)
For the year ended December 31,
 
2024
2023
Depreciation charge of right-of-use assets
Property
105
83
Vehicles
38
53
Equipment
39
79
Expenses relating to short-term leases and leases of low-value assets
17
328
Total expenses related to leases
280
599
1 Interests on leases are presented as operating cash flow.
The decrease in the expenses related to leases, compared to the year ended December 31, 2023, primarily 
results from the Company leasing its previous facilities (Belin, 2) from Cellistic in 2023, under a  lease 
contract for an amount of €0.3 million.
Total cash outflows for leases
(€’000)
For the year ended December 31,
 
2024
2023
Cash outflow for leases (IFRS16)
42
145
Cash outflow for interest on lease liabilities
81
56
Cash outflow for short-term leases and leases of low-value assets
17
328
Total cash outflow for leases
140
529
The decrease in total cash outflow for lease primarily results from termination of leases associated to the 
previous corporate offices (Belin, 2) in 2023 before the relocation in Q4-2023 through a less expensive new 
lease agreement. 
5.31.
Section left blank 
5.32.
Loss per share
The loss per share is calculated by dividing loss for the year by the weighted average number of ordinary 
shares outstanding during the period. As the Group is incurring net losses, all of the outstanding warrants 
have an anti-dilutive effect. As such, there is no difference between the basic and the diluted earnings per 
share. In case the warrants would be included in the calculation of the loss per share, this would decrease 
the loss per share.
(€’000)
As at December 31,
 
2024
2023
Loss of the year attributable to Equity Holders
(5,824)
(8,448)
Weighted average number of shares outstanding
41,428,572
25,721,950
Earnings per share (non-fully diluted) in €
(0.14)
(0.33)
Outstanding warrants
3,856,134
3,038,305

 
2024 Annual Report
1
29
5.33.
Contingent assets and liabilities
As described in note 5.2.5, the Group has to reimburse certain government grants received in the form of 
recoverable cash advances under certain conditions. For more information on the potential financial 
consequences of these exploitation decisions in terms of potential reimbursements and sales percentage 
fees to be paid to the Walloon Region, refer to note 5.16.
5.34.
Commitments
5.34.1.
Celdara
Background
In January 2015, the Group entered into an agreement with Celdara Medical, LLC, or Celdara in which the 
Group purchased all outstanding membership interests of OnCyte, LLC, or OnCyte. In connection with this 
transaction, the Group entered into an asset purchase agreement to which Celdara sold to OnCyte certain 
data, protocols, regulatory documents and intellectual property, including the rights and obligations under 
two license agreements between OnCyte and The Trustees of Dartmouth College, or Dartmouth, related to 
the Group’s CAR T development programs. 
In March 2018, the Group dissolved the affairs of its wholly owned subsidiary OnCyte. As a result of the 
dissolution of OnCyte, all the assets and liabilities of OnCyte were fully distributed to the Group including its 
license agreement with Dartmouth.
Amended Asset Purchase Agreement
In August 2017, the Group entered into an amendment to the asset purchase agreement described above. 
In connection with the amendment, the following payments were made to Celdara: (i) an amount in cash 
equal to $10.5 million, (ii) newly issued shares of Celyad valued at $12.5 million, (iii) an amount in cash equal 
to $6.0 million in full satisfaction of any payments owed to Celdara in connection with a clinical milestone 
related to the Group’s CAR T NKR-2 product candidate, (iv) an amount in cash equal to $0.6 million in full 
satisfaction of any payments owed to Celdara in connection with the Group’s license agreement with Novartis 
International Pharmaceutical Ltd., and (v) an amount in cash equal to $0.9 million in full satisfaction of any 
payments owed to Celdara in connection with the Group’s former license agreement with Ono 
Pharmaceutical Co., Ltd.
Under the amended asset purchase agreement, the Group is obligated to make certain development-based 
milestone payments to Celdara up to $40.0 million, certain development-based milestone payments up to 
$36.5 million and certain sales-based milestone payments up to $156.0 million. The Group is required to 
make tiered single-digit royalty payments to Celdara in connection with the sales of CAR T products, subject 
to reduction in countries in which there is no patent coverage for the applicable product or in the event Celyad 
is required to secure licenses from third parties to commercialize the applicable product. The Group is also 
required to pay Celdara a percentage of sublicense income, including royalty payments, for each sublicense 
ranging from the mid-single digits to the mid-twenties, depending on which of a specified list of clinical and 
regulatory milestones the applicable product has achieved at the time the sublicense is executed. The Group 
is required to pay Celdara a single-digit percentage of any research and development funding received by 
us, not to exceed $7.5 million for each product group. The Group can opt out of the development of any 
product if the data does not meet the scientific criteria of success. The Group may also opt out of 
development of any product for any other reason upon payment of a termination fee of $2.0 million to 
Celdara.
The Trustees of Dartmouth College (“Dartmouth”)

 
2024 Annual Report
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30
As described above, as a result of our acquisition of all of the outstanding membership interests of OnCyte 
and the asset purchase agreement among us, Celdara and OnCyte, OnCyte became our wholly-owned 
subsidiary and acquired certain data, protocols, regulatory documents and intellectual property, including 
the rights and obligations under two license agreements between OnCyte and Dartmouth. The first of these 
two license agreements concerned patent rights related, in part, to methods for treating cancer involving 
chimeric NK and NKP30 receptor targeted therapeutics and T cell receptor-deficient T cell compositions in 
treating tumor, infection, GVHD, transplant and radiation sickness, or the “CAR T License”, and the second 
of these two license agreements concerned patent rights related, in part, to anti-B7-H6 antibody, fusion 
proteins and methods of using the same, or the “B7H6 License”. 
In August 2017, we and Dartmouth entered into an amendment agreement in order to combine our rights 
under B7H6 License with our rights under the CAR T License (the “Agreement”), resulting in the termination 
of the B7H6 License, and in order to make certain other changes to the Agreement. Under this Agreement, 
Dartmouth granted us an exclusive, worldwide, royalty-bearing license to certain know-how and patent 
rights. Dartmouth reserves the right to use the licensed patent rights and licensed know-how, in the same 
field, for education and research purposes only. In consideration for the rights granted to us under the 
Agreement, we agreed to pay to Dartmouth (i) an annual license fee, (ii) a low single-digit royalty based on 
annual net sales of the licensed products and platforms, (iii) a percentage of sublicense income, including 
royalty payments, for each product sublicense and each platform sublicense, (iv) certain clinical and 
regulatory milestone payments, and (v) a commercial milestone payment. Additionally, the Agreement 
required Celyad to exploit the licensed products and to meet certain developmental and regulatory 
milestones. We are responsible for all expenses in connection with the preparation, filing, prosecution and 
maintenance of the patents covered under the agreement.
This Agreement was further amended in December 2021, to postpone certain royalty payments, add 
protective provisions of any sublicenses and an additional non-refundable, non-creditable sublicense fee to 
be paid on an annual basis to Dartmouth.
In February 2025, Dartmouth and Celyad entered into an amended and restated exclusive license agreement 
(“Restated License”), which restates and amends the aforementioned Agreement in order to consolidate this 
Agreement and all its amendments into one license, and to make some changes to the payment terms. The 
Restated License suppressed certain commercial milestone payments and the development and regulatory 
milestone obligations imposed on Celyad. In connection with the Restated License, Celyad agreed to pay 
Dartmouth a non-refundable and non-creditable execution fee.
In accordance with IFRS 3, these contingencies are recognized on the statement of financial position at 
year-end, on a risk-adjusted basis (see note 5.20.2). 
5.34.2.
Horizon Discovery / PerkinElmer
In April and June 2018, the Group signed two research and development collaboration and license 
agreements with Horizon Discovery Group plc, or Horizon, to evaluate the utility of Horizon’s SMART vector 
shRNA reagents to reduce expression of one or more defined targets in connection with the development of 
the Group’s product candidates. The first agreement was focused on targets related to Group’s autologous 
CAR T candidate, CYAD-02.  The second agreement was focused on targets related to its allogenic CAR T 
product candidate CYAD-211 and one pre-clinical allogenic product candidate not yet publicly announced, 
called CYAD-203. 
In December 2018, the Group exercised its option to convert the second agreement into an exclusive license 
agreement, in connection with which the Group paid Horizon an up-front payment of $1 million. In September 
2019, the Group exercised its option to convert the first agreement into an exclusive license agreement, in 
connection with which the Group has paid Horizon an up-front payment of $0.1 million and an additional 
milestone of $0.1 million for the first IND filed by us for CYAD-02.  In September 2020, the Group paid an 
additional milestone of $0.2 million for the first IND filed by the Group for CYAD-211.  

 
2024 Annual Report
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31
Under these exclusive license agreements combined, Horizon is eligible to receive additional milestone 
payments in development, regulatory and commercial milestone payments, in addition to low single digit 
royalties on net sales, subject to customary reductions.
In December 2020, Horizon Discovery was acquired by PerkinElmer, Inc. (Horizon/PKI).
As previously disclosed in note 5.33.2 of the 2021 Annual Report, Horizon/PKI informed the Group they 
believe the Group is in material breach of these agreements as a result of certain disclosures the Group has 
made in connection with its obligations as a publicly traded company in the United States and Belgium, 
although they have not formally delivered to the Group a notice of material breach or termination. The Group 
believes any such assertion of material breach would be without merit and the Group would expect to 
vigorously defend any such notice of material breach. Any dispute under these agreements would be subject 
to arbitration in The Hague under the International Chamber of Commerce Rules. The Group is currently in 
discussions with Horizon about possible amendments to these agreements in connection with which the 
Group would retain freedom to operate under the in-licensed patents.  
Of note, the Group has filed patent applications which, if issued, would cover other aspects of the product 
candidates described above as well as products developed by third parties that deploy similar technology 
and targets. These patent applications encompass the downregulation of one or more of the targets covered 
under the Horizon/PKI agreements, the use of shRNA to downregulate such targets in immune cells and the 
combination of shRNAs with a chimeric antigen receptor in immune cells.  The Group is also developing a 
second generation shRNA platform that does not incorporate any of the Horizon Discovery/Perkin Elmer, 
Inc. technology described above.  
The Group’s discontinued allogeneic CAR T product candidate, CYAD-101, does not incorporate any of the 
Horizon Discovery/Perkin Elmer, Inc. technology described above.
5.35.
Related-party transactions
5.35.1.
Remuneration of key management 
Key management consists of the members of the Executive Committee and the entities controlled by any of 
them.
 
As at December 31,
 
2024
2023
Number of Executive Committee members
5
5
(€’000)
For the year ended December 31,
 
2024
2023
Short term employee benefits[1]
813
963
Post employee benefits
23
20
Share-based compensation
28
413
Other employment costs[2]
30
40
Management fees
469
987
Total benefits
1,363
2,423
Executive Committee outstanding fees payables
272
273
(1) Include salaries, social security, bonuses, lunch vouchers
(2) Company cars
The decrease of the short term employees benefits and cumulative outstanding warrants as of December 
31, 2024 is mainly due to the reorganization of the Executive Committee through the years 2022 and 2023.
 
As at December 31,
 
2024
2023
Number of warrants granted
1,245,714
304,250
Number of warrants lapsed
(37,750)
(33,000)
Cumulative outstanding warrants
1,559,364
651,400
Exercised warrants
—
—

 
2024 Annual Report
1
32
5.35.2.
Transactions with non-executive directors 
 
For the year ended December 31,
(€'000)
2024
2023
Share-based compensation
9
163
Management fees
120
250
Total benefits
129
413
Non-executive directors outstanding fees payables
32
49
 
As at December 31,
 
2024
2023
Number of warrants granted
140,000
180,000
Number of warrants lapsed
—
(20,000)
Number of exercised warrants
—
—
Cumulative outstanding warrants
490,000
400,000
5.35.3.
Transactions with shareholders 
There were no transactions with the Group’s shareholders, for 2024 or 2023.
5.36.
Events after the close of the fiscal year 
On February 2025, the Company and Dartmouth entered into an amended and restated exclusive license 
agreement (“Restated License”) in order to consolidate their exclusive license agreement and all its 
amendments into one license, and to make some changes to the payment terms. Reference is made to 
section 1.6 “Licensing and Collaboration Agreements” for more details on this Restated License.
5.37.
Statutory accounts as of December 31, 2024 and 2023 according to Belgian 
GAAP 
This section contains selected financial information, consisting of the balance sheet, income statement and 
certain notes, as derived from the statutory financial statements of Celyad Oncology SA as of and for the 
year ended December 31, 2024 (including comparative information as of and for the year ended December 
31, 2023). These financial statements were prepared in accordance with the applicable accounting 
framework in Belgium and with the legal and regulatory requirements applicable to the financial statements 
in Belgium and are filed with the National Bank of Belgium. These statutory financial statements are 
approved by the Shareholders’ Meeting on May 6, 2024 and the statutory auditor has issued an unqualified 
audit opinion including emphasis of matter paragraph related to going concern with respect to these statutory 
financial statements. The full set of the statutory financial statements is available on the website of the 
National Bank of Belgium (www.nbb.be). 

 
2024 Annual Report
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33
5.37.1.
Balance Sheet 
(in €)
2024
2023
ASSETS
FIXED ASSETS
959,068
1,109,208
II. Intangible fixed assets
129,287
29,638
III. Tangible fixed assets
726,818
934,831
Installations machinery and equipment
115,354
187,863
Furniture and vehicles
42,329
66,637
Leasing and similar rights
22,580
61,380
Other fixed assets
546,555
618,951
IV. Financial fixed assets
102,963
144,739
CURRENT ASSETS
7,947,268
—
13,883,669
VII. Amounts receivable within one year
950,125
2,847,398
Trade debtors
170,372
456,711
Others amounts receivable
779,753
2,390,687
Stocks in progress ( Finished goods)
417,216
Finished goods
151,396
Advance payments
265,820
VIII. Amounts receivable more than one year
1,458,642
2,778,707
Others amounts receivable
1,458,642
2,778,707
IX. Investment
2,000,000
4,000,000
X. Cash at bank and in hand
2,175,182
2,997,458
XI. Deferred charges and accrued income
946,103
1,260,106
TOTAL ASSETS
8,906,336
14,992,877
CAPITAL AND RESERVES
1,804,342
8,216,155
I. Capital
8,216,155
32,948,801
Issued capital
8,216,155
32,948,801
II. Share Premium
—
V. Accumulated profits (losses)
(6,411,813)
(24,732,646)
PAYABLES
7,101,994
6,776,722
VIII. Amounts payable after more than one year
4,382,012
4,136,059
Credit institutions; leasing and other similar obligations
8,567
47,998
Other financial loans
4,315,780
3,979,492
Other debts
57,665
108,569
IX. Amounts payable within one year
2,719,982
2,409,653
Current portion of amounts payable after one year
738,810
388,625
Trade debts
1,322,732
1,228,582
Suppliers
1,322,732
1,228,582
Advance payments on contracts in progress
45,500
Taxes; remunerations and social security costs
612,941
549,096
Taxes
31,194
53,033
Remunerations and social security costs
376,131
496,063
Other amounts payable
205,616
243,351
X. Accrued charges and deferred income
—
231,010
TOTAL LIABILITIES
8,906,336
14,992,877

 
2024 Annual Report
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34
5.37.2.
Income statement 
(in €)
2024
2023
Operating income
3,242,783
7,879,391
Turnover
185,510
102,890
Stocks of finished goods
151,396
Capitalization of development costs
2,257,452
4,419,121
Other operating income
647,856
2,073,936
Non recurring operating income
569
1,283,444
Operating charges
(9,890,980)
(17,416,548)
Direct Material
480,731
(257,267)
Services and other goods
4,167,935
(8,725,449)
Remuneration; social security and pensions
2,180,898
(2,740,513)
Depreciation of and other amounts written off formations expenses; intangible and 
tangible fixed assets (-)
2,361,790
(4,532,791)
Write-downs on inventories, on orders in progress and on trade receivables 
(appropriations -; write-backs +)
—
(124,899)
Other operating charges (-)
699,526
(1,023,037)
Non recurring operating expenses
100
(12,592)
Operating profit (loss)
(6,648,197)
(9,537,157)
Financial income
162,953
198,870
Income from current assets
153,113
30,178
Other financial income
9,840
168,692
Financial charges (-)
(127,022)
(15,538,242)
Interest on financial debts
948
(1,503)
Other financial charges
51,439
(664,903)
Non-recurring financial charges
74,635
(14,871,836)
Profit (loss) on ordinary activities before taxes (-)
(6,612,266)
(24,876,529)
Income taxes (-) (+)
200,451
143,883
Profit (loss) for the period available for appropriation
(6,411,815)
(24,732,646)
5.37.3.
Notes 
Statement of intangibles assets
(in €)
2024
2023
Acquisition value at the end of the preceding period
228,773,188
224,319,843
Movements during the period
Acquisitions, included produced fixed assets
2,257,452
4,453,345
Sale, transfer and withdraw
Acquisition value at the end of the period
231,030,640
228,773,188
Depreciation and amounts written down at end of the preceding period
228,743,550
224,319,843
Movements during the period
Recorded
2,157,804
4,423,707
Sale, transfer and withdraw
Depreciation and amounts written down at the end of the period
230,901,354
228,743,550
Net book value at the end of the period
129,286
29,638

 
2024 Annual Report
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35
Statement of tangible fixed assets
(in €)
2024
2023
LAND AND BUILDINGS
Acquisition value at the end of the preceding period
—
—
Movements during the period
Acquisitions, included produced fixed assets
—
—
Acquisition value at the end of the period
—
—
Depreciation and amounts written down at end of the preceding period
—
—
Movements during the period
Recorded
—
—
Depreciation and amounts written down at end of the period
—
—
Net book value at the end of the period
—
—
INSTALLATIONS, MACHINERY & EQUIPMENT
Acquisition value at the end of the preceding period
308,271
195,339
Movements during the period
180,707
Acquisitions, included produced fixed assets
Sale, transfer and withdraw
7,674
67,775
Acquisition value at the end of the period
300,597
308,271
Depreciation and amounts written down at end of the preceding period
120,407
146,322
Movements during the period
 
Recorded
68,483
28,929
Sale, transfer and withdraw
3,648
54,844
Depreciation and amounts written down at end of the period
185,242
120,407
Net book value at the end of the period
115,355
187,864
FURNITURE AND VEHICLES
Acquisition value at the end of the preceding period
143,715
847,794
Movements during the period
 
 
Acquisitions, included produced fixed assets
52,939
Sale, transfer and withdraw
757,018
Acquisition value at the end of the period
143,715
143,715
Depreciation and amounts written down at end of the preceding period
77,079
804,772
Movements during the period
Recorded
24,307
17,854
Sale, transfer and withdraw
745,547
Depreciation and amounts written down at end of the period
101,386
 
77,079
Net book value at the end of the period
42,329
66,636
LEASING AND OTHER SIMILAR RIGHT
Acquisition value at the end of the preceding period
194,000
194,000
Movements during the period
Acquisitions, included produced fixed assets
Sale, transfer and withdraw
Acquisition value at the end of the period  Sale, transfer and withdraw
194,000
194,000
Depreciation and amounts written down at end of the preceding
132,620
93,820
Movements during the period Recorded
Recorded
38,800
38,800
Sale, transfer and withdraw
Depreciation and amounts written down at end of the period
171,420
132,620
Net book value at the end of the period
22,580
61,380
Whereof:
Land and buildings
—
Installation, machinery & equipment
22,580
61,380
Furniture and vehicles
—
OTHER TANGIBLE ASSETS
Acquisition value at the end of the preceding period
642,452
1,164,491
Movements during the period
Acquisitions, included produced fixed assets
665,226
Sale, transfer and withdraw
1,187,265
Acquisition value at the end of the period
642,452
642,452
Depreciation and amounts written down at end of the preceding period
23,501
925,305
Movements during the period
Recorded
72,396
23,501
Sale, transfer and withdraw
925,305
Depreciation and amounts written down at end of the period
95,897
23,501
Net book value at the end of the period
546,555
618,951

 
2024 Annual Report
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Affiliated companies - Participating interest and shares 
(in €)
2024
2023
AFFILIATED COMPANIES - PARTICIPATING INTEREST AND SHARES
Acquisition value at the end of the preceding period
16,360,116
3,629,632
Movements during the period
Acquisitions
74,634
101,459
Sales and disposals
2,122,148
Transfers from one heading to another
14,751,173
Net book value at the end of the period
16,434,750
16,360,116
Reevaluation surpluses at the end of the preceding period
Movements during the period
Recorded
Acquisitions from third parties
Cancelled
Transferred from one heading to another
Net book value at the end of the period
Amounts written down at the end of the preceding period
16,352,632
2,525,998
Movements during the period
Recorded
74,634
14,871,836
Written back
Acquisitions from third parties
Cancelled owing to sales and disposals
1,045,202
Transferred from one heading to another
Net book value at the end of the period
16,427,266
16,352,632
Uncalled amounts at the end of the preceding period
Movements during the period
Uncalled amounts at the end of the period
Total Net book value at the end of the period
7,484
7,484
AFFILIATED COMPANIES - AMOUNTS RECEIVABLE
Acquisition value at the end of the preceding period
—
14,751,173
Movements during the period
Appropriations
Repayments
Amounts written down
Amounts written back
Exchange differences
Other movements
(14,751,173)
Net book value at the end of the period
—
—
Accumulated amounts written down on amounts receivable at the end of the period
OTHERS COMPANIES - AMOUNTS RECEIVABLE
Net book value at the end of the preceding period
137,255
261,677
Movements during the period
Appropriations
23,600
Repayments
41,776
148,022
Amounts written down
Amounts written back
Exchange differences
Other movements
Net book value at the end of the period
95,479
137,255
Accumulated amounts written down on amounts receivable at the end of the period
—
—
Other investments and deposits
(in €)
2024
2023
Other Investments and deposits
Acquisition value at the end of the preceding period
137,255
261,677
Movements during the period
Additions
23,600
Reimbursements (-)
41,776
148,022
Net book value at the end of the period
95,479
137,255
Investment and deposits

 
2024 Annual Report
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(in €)
2024
2023
Less than one year
2,000,000
4,000,000
More than one year
—
Net book value at the end of the period
2,000,000
4,000,000
Statement of capital 2024
(in €)
Amounts
Number of shares
Issued capital
8,516,155
41,428,572
Structure of the capital
Different categories of shares
Registered
xxxxxxxxxxxxxxx
27,678,953
Dematerialized
xxxxxxxxxxxxxxx
13,749,619
Unpaid capital
Uncalled capital
Capital called, but unpaid
xxxxxxxxxxxxxxx
Shareholders having yet to pay up in full
xxxxxxxxxxxxxxx
Authorized unissued capital
11,193,449
Statement of capital 2023
(in €)
Amounts
Number of shares
Issued capital
32,948,801
41,428,572
Structure of the capital
Different categories of shares
Registered
xxxxxxxxxxxxxxx
27,678,953
Dematerialized
xxxxxxxxxxxxxxx
13,749,619
Unpaid capital
Uncalled capital
xxxxxxxxxxxxxxx
Capital called, but unpaid
xxxxxxxxxxxxxxx
Shareholders having yet to pay up in full
Authorized unissued capital
12,000,000
Statement of amounts payable
(in €)
2024
2023
Analysis of amounts payable after more than one year
Current portion of amounts initially payable after more than one year
39,431
388,625
Amounts payable expiring over one year and before 5 years
1,481,484
1,368,599
Amounts payable expiring over five years
2,900,529
2,767,460
Analysis by current position of amounts initially payable after more than one year
Leasing charges and similar
47,998
86,866
Other debts (loans)
5,015,159
4,437,818
Other debt
Tax, wage and social amounts payable
Taxes
Non expired taxes payable
31,194
53,033
Remuneration and social security
Other amounts payable related to remuneration and social security
376,131
496,063

 
2024 Annual Report
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Operating results
(in €)
2024
2023
Other operating income
Subsidies and recoverable cash advance received from the Walloon Region
388,377
1,613,293
Operating charges
Employees recorded in the personnel register
Total number at the closing date
15
17
Average number of employees calculated in full-time equivalents
15.6
20
Number of actual worked hours
24,933
31,994
Personnel costs
Remuneration and direct social benefits
1,500,829
1,932,431
Employer’s social security contributions
388,216
546,088
Employer’s premiums for extra statutory insurances
—
Other personnel costs (+)/(-)
209,497
166,541
Pensions
82,356
95,453
Impairment of trade receivables
On trade receivables
Record
—
124,899
Withdrawal
—
Provisions for risks and charges
Addition
—
Use of and withdrawal
—
Other operating charges
Taxes related to operations
12,536
927
Other charges
686,990
1,022,109
Hired temporary staff and persons placed at the enterprise’s disposal
Total number at the closing date
1
—
Average number calculated as full-time equivalents
0.1
—
Number of actual worked hours
280
—
Charges to the enterprise
11,543
—
Financial results
(in €)
2024
2023
Interest income
—
Other financial income
9,839
168,691
Interest charges
—
Foreign exchange difference
32,786
638,596
Other financial charges
18,653
26,308
Income and charge of exceptional size or incidence 
(in €)
2024
2023
Non-recurring income
569
1,283,444
Non-recurring financial income
—
Non-recurring operating charges
100
12,592
Non-recurring financial charges
74,635
14,871,836
Income tax
(in €)
2024
2023
Status of deferred taxes
Accumulated tax losses deductible from future taxable profits
325,815,641
316,385,698
The total amount of value added tax and taxes borne by third parties
(in €)
2024
2023
The total amount of value added tax and taxes borne by third parties
The total amount of value added tax charged
To the enterprise (deductible)
858,732
2,308,912
By the enterprise
501,302
1,842,989
Amounts retained on behalf of third parties
Payroll withholding taxes
606,058
919,873

 
2024 Annual Report
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Financial relationship with Amount of direct and indirect remunerations and pensions, included in 
the income statement, as long as this disclosure does not concern exclusively or mainly, the 
situation of a single identifiable person
(in €)
2024
2023
To non-executive directors
120,000
249,750
Financial relationship with auditors
(in €)
2024
2023
Auditor’s fees
134,510
129,000
Auditor’s special missions fees
8,534
14,800
Fees for special missions executed by related parties to the Auditor
—
5.37.4.
Summary of valuation rules 
Valuation rules are determined by the Board of Directors in accordance with the Royal Decree of April 29, 
2019, executing Belgian Companies and Associations Code and related to the annual accounts 
requirements for companies.
Formation expenses are booked as intangible fixed assets and amortized over 5 years. Intangible fixed 
assets acquired from a third party or acquired through a contribution in kind are recorded at the acquisition 
value. Intangible fixed assets not acquired from a third party are valued at their cost of production in such a 
way that they do not exceed a prudent estimation of their future economical use or their future return. 
Intangible assets developed internally are capitalized when perspectives of future return are probable and 
clearly identified. Internal development expenses are capitalized when authorization to start a phase III trial 
of the related program is obtained. Development expenses of a medical device are capitalized when the 
device is CE marked. 
These intangible fixed assets are – in principle – amortized prorate temporis over 5 years starting the year 
of the first revenue generation associated with the related asset. 
Licenses and patents recognized as intangible assets under item 21 are amortized over the remaining life 
of the underlying license or patent agreements.
Furniture and fixtures are depreciated over 3, 5 or 10 years depending on the economic life of the assets.
An impairment test is performed each year at year end on all tangible and intangible assets. Exceptional 
depreciation or amortization expenses may result from such impairment analysis.
Financial fixed assets are booked at acquisition value. A write-off is accounted for when the financial fixed 
asset is permanently impaired. 
Direct materials purchased are directly expensed taken into account their short lifetime. 
Amounts receivable are booked as asset at nominal value. Amounts receivable in foreign currencies are 
converted in EUR at the exchange rate at closing date. Negative exchange differences resulting from the 
conversion in EUR at the exchange rate at closing date are expensed; positive exchange differences are 
accounted for as deferred income. Amounts receivable are written-off when their realizable value is 
estimated to be lower than their carrying value.
Bank deposits are valued at their acquisition value. Cash and cash equivalents are valued at nominal value. 
When the nominal value includes interests, these latter are accounted for through the balance sheet caption 
“deferred charges and accrued income”. A write-off is accounted for when their realizable value is estimated 
to be lower than their carrying value. 

 
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Amount payables are booked at nominal value. Amount payables in foreign currencies are converted in EUR 
at the exchange rate at closing date. Negative exchange differences resulting from the conversion in EUR 
at the exchange rate at closing date are expensed; positive exchange differences are accounted for as 
deferred income.
Recoverable advances are recognized in operating income prorated on the associated R&D costs as soon 
as there is reasonable assurance that these advances are acquired. Recoverable cash advances contracted 
with the Walloon Region are subject to reimbursement plans that are both fixed (30% of the recoverable 
advance) and variable. When the decision to exploit the outcome of the research and development program 
partially financed by the Walloon Region is notified to the Region, the fixed part of the reimbursements is 
recognized in debts. The presentation of short-term and long-term debt is based on perspectives of revenue 
generation and reviewed on a yearly basis. The variable part of reimbursements, depending on turnover, will 
be paid in the year of income. An off-balance sheet commitment is presented in the appendix and 
corresponds to the Company’s best estimate of the amount potentially reimbursable to the Region and not 
recognized in debts (including variable part). 

 
2024 Annual Report
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FINANCIAL CALENDAR

Annual shareholders meeting
May 20, 2025

First half interim results 
September 25, 2025
CELYAD CONTACT DETAILS
Matt Kane
Chief Executive Officer
Email: investors@celyad.com
Paper copy in French and English can be obtained free of charge via the Company’s registered office. 
CELYAD ONCOLOGY SA
Axis Business Park
Rue André Dumont 9
1435 – Mont-Saint-Guibert
Belgium
Tel: +32 10 39 41 00
RPM: Nivelles – BE0891 118 115
Email: info@celyad.com
Website: www.celyad.com

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