UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-07291
AgomAb Therapeutics NV
Posthoflei 1/6 2600
Antwerpen, Belgium
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
On February 9, 2026, AgomAb Therapeutics
NV (the “Company”) closed its initial public offering (“IPO”) of 12,500,000 American Depositary Shares.
In connection with the IPO, the Company’s amended and restated
articles of association became effective on February 9, 2026, a copy of which is attached as Exhibit 3.1, and is incorporated
by reference herein.
In connection with the IPO, the Company issued
three press releases, one on February 2, 2026, announcing the launch of the IPO, one on February 5, 2026, announcing pricing
of the IPO, and one on February 9, 2026, announcing the closing of the IPO, respectively. Copies of the three press releases are
attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, and are incorporated by reference herein.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AgomAb Therapeutics NV |
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| By: |
/s/ Tim Knotnerus |
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Tim Knotnerus |
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Chief Executive Officer |
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Date: February 9, 2026
Exhibit 3.1
FREE ENGLISH TRANSLATION FOR INFORMATION
PURPOSES ONLY
"AgomAb Therapeutics"
Limited liability company
Established in the Flemish Region
With registered address at 2600 Antwerp, Posthoflei 1,
box 6
RLE Antwerp (Section Antwerp) VAT BE 0674.527.310
(the "Company")
Articles of association after the extraordinary
general shareholders' meeting of
15 January 2026 and the notarial deed of record
of 9 February 2026
CHAPTER I. LEGAL FORM – NAME
–
REGISTERED OFFICE – PURPOSE –
TERM.
Article 1.- LEGAL
FORM – NAME.
| 1.1 | The Company is a limited liability company ("naamloze vennootschap" / "société
anonyme"), abbreviated "NV" / "SA". |
| 1.2 | Its name is "AgomAb Therapeutics". |
| 1.3 | Its name has to be preceded or followed by the designation of the company form, or the abbreviation of
such form. |
Article 2.- REGISTERED
OFFICE.
| 2.1 | The registered office of the Company is established in the Flemish Region. |
| 2.2 | It may be transferred to any other place in Belgium by decision of the board of directors, subject to
the application of the laws on the use of languages. |
| 2.3 | The Company may, by decision of the board of directors, establish administrative offices and operating
offices, branches, agencies and warehouses in Belgium or abroad. |
Article 3.- OBJECT.
The Company has as its object, in Belgium as well
as abroad, on its own behalf as well as on behalf of third parties, alone or in participation with third parties:
| (a) | the scientific research, the clinical study, the identification, the testing, analysis and evaluation,
of biological, chemical or natural products with therapeutic or diagnostic potential in the life science area in general and in the pharmaceutical,
medical, chemical, veterinary sectors in particular, and the production, the marketing, the exploitation, the granting or taking of a
license and in general performing all possible transactions regarding any pharmaceutical or affiliated products and formulations; |
| (b) | the worldwide distribution of, selling of and providing services with regard to the products of the Company
directly to clients and also via third parties; |
| (c) | the setting up of, participating in, managing of, monitoring of and collaborating with companies and other
enterprises, obtaining, maintaining, selling or by other means managing of participations and interests in other companies and enterprises; |
| (d) | the financing of companies and other enterprises, borrowing, lending and collecting of funds, the participation
in financial transactions, including the issuance of bonds, debentures or other securities, and concluding of all agreements somehow related
thereto, to enterprises and companies connected to the Company in a group and to third parties; |
| (e) | providing guarantees, binding of the Company and encumbering assets of the Company for the benefit of
enterprises and companies with which the Company is affiliated in a group and for the benefit of third parties; |
| (f) | to acquire, manage, exploit and dispose of movable goods, immovable property and all asset values in general; |
| (g) | to trade in currencies, securities, movable goods, immovable property and asset values in general; |
| (h) | to acquire, exploit and trade in patents, trademarks, licenses, know-how and other industrial property
rights; |
| (i) | to perform all types of industrial, financial and commercial activities. |
The Company may perform all civil, industrial,
commercial, movable or immovable operations, directly or indirectly, totally or partially related to any section of its purpose, or that
are of such a nature to enlarge the realization of its purpose or to facilitate it.
The Company may in any way, participate in all
companies or enterprises with a similar or a related purpose, or whose purposes are of such a nature to facilitate the realization of
its own purpose.
The Company may also enter into any agreement
of cooperation, rationalization, association or other with such companies or enterprises.
The Company may provide a guarantee or provide
security, both by providing personal rights or rights in rem for the benefit of any physical or legal person, whether or not affiliated.
It may execute the role of director, managing director ("zaakvoerder"/"gérant") and liquidator.
Article 4.- TERM.
The Company is incorporated for an indefinite
term.
CHAPTER II. COMPANY'S SHARE CAPITAL AND SHARES.
Article 5.- SHARE CAPITAL.
| 5.1 | The share capital of the Company amounts to three hundred million, twenty thousand, two hundred fifty
euros and sixteen cents (EUR 300,020,250.16). It is represented by forty-eight million, seven hundred thirty-six thousand, seven hundred
seventy-nine (48,736,779) ordinary shares, without designation of nominal value, each share representing an equal part of the share capital. |
| 5.2. | The share capital is entirely and unconditionally subscribed
for and fully paid up. |
Article 6.- AUTHORISED CAPITAL.
| 6.1 | The board of directors is authorised to increase the share capital of the company on one or several occasions
by a maximum aggregate amount of three hundred million, twenty thousand, two hundred fifty euros and sixteen cents (EUR 300,020,250.16). |
| 6.2 | The board of directors may increase the share capital by contributions in cash or in kind, by capitalisation
of reserves, whether available or unavailable for distribution, and capitalisation of issue premiums, with or without the issuance of
new shares, for no consideration or for consideration with an issue price below, at, or above the fractional value of the then existing
shares, with or without voting rights, that will have the rights as will be determined by the board of directors. The board of directors
is also authorised to use this authorisation for the issuance of convertible bonds or subscription rights, bonds with subscription rights
or other securities. |
| 6.3 | This authorisation is valid for a period of five years as from the date of publication in the Annexes
to the Belgian Official Gazette of an extract of the minutes of the extraordinary general shareholders' meeting of the company held on
15 January 2026. |
| 6.4 | In the event of a capital increase decided by the board of directors within the framework of the authorised
capital, all issue premiums booked, if any, will be accounted for in accordance with the provisions of these articles of association. |
| 6.5 | The board of directors is authorised, when exercising its powers within the framework of the authorised
capital, to restrict or cancel, in the interest of the company, the preferential subscription rights of the shareholders. This restriction
or cancellation of the preferential subscription rights can also be done in favour of members of the personnel of the company or of its
subsidiaries, or in favour of one or more persons other than members of the personnel of the company or of its subsidiaries. |
| 6.6 | The board of directors is authorised, with the right of substitution, to amend the articles of association,
after each capital increase that has occurred within the framework of the authorised capital, in order to bring them in conformity with
the new situation of the share capital and the shares. |
Article 7.- PROFIT-SHARING CERTIFICATES,
SUBSCRIPTION RIGHTS (WARRANTS), CONVERTIBLE BONDS AND CERTIFICATES.
The Company can issue profit-sharing certificates,
certificates, subscription rights (warrants), convertible bonds, or other securities. The Company can, for the benefit of the Company,
collaborate with a third party for the issuance by this third party of certificates which represent the securities of the Company according
to the provisions of article 7:61 of the Belgian Companies and Associations Code (Wetboek van vennootschappen en verenigingen)
of 23 March 2019, as amended from time to time (the "Belgian Companies and Associations Code"). The Company can
decide to take charge of the costs connected to the certification and to the incorporation and functioning of the issuer of the certificates.
The certificate-holders, the issuer of the certificates or third parties may only rely upon the collaboration of the Company for the issuance
of the certificates, if the Company confirms its collaboration by writing to the issuer. The issuer of the certificates has to make himself
known to the Company in this respect. The Company takes notice of this mentioning in the concerned register of securities.
Article 8.- SHARES IN UNDIVISION.
| 8.1 | The shares are indivisible with regard to the Company. |
| 8.2 | In case shares belong to multiple holders of rights in rem, are pledged, or in case the rights attached
to the shares are subject to an undivided ownership, usufruct or any other manner of division of the rights attached to such shares, joint
owners must be represented with regard to the Company by one single person; as long as this is not the case, the rights attached to these
shares shall be suspended until one person has been identified towards the Company as the holder of those securities or as their joint
representative. If no agreement can be reached between the titleholders, a competent judge may, upon request of the first party (including
the Company, as the case may be) to take action, appoint an interim administrator to exercise the concerned rights in the interest of
the joint titleholders. All notices, writs and other notifications by the Company will occur validly and exclusively, as the case may
be, to the person appointed as owner vis-à-vis the Company, or to the joiny representative so appointed. |
| 8.3 | Notwithstanding the foregoing, if the shares belong to bare owners and usufructuaries all rights, including
voting rights, shall be exercised by the usufructuary(ies), unless stipulated otherwise in a will or an agreement. |
Article 9.- NO SERIES OF SHARES.
All of the shares belong to the same series or
classes of shares and shall benefit from the same rights and privileges. There are no distinct series or classes of shares as referred
to in article 7:60 of the Belgian Companies and Associations Code.
Article 10.- SHARES NOT FULLY PAID-UP
– OBLIGATION TO PAY UP.
| 10.1 | The commitment to pay up a share in full is unconditional and indivisible. Each payment called is accounted
to all of the shares of which the shareholder is the owner. |
| 10.2 | If shares not fully paid up belong to several persons undividedly, each of them is responsible for the
payment of the full amount of the called up payments due. |
| 10.3 | Any additional or full payment shall be requested by the board of directors at a time to be determined
by it. The shareholders shall be notified of this by means of a public announcement or press release or by means of a registered letter
or, for shareholders who have communicated their e-mail address to the Company in accordance with the provisions of the Belgian Companies
and Associations Code, by e-mail, stating a bank account to which payment, to the exclusion of any other means of payment, must be made
by bank transfer or cash deposit. The shareholder shall be in default by the mere expiry of the period specified in the notification and
interest shall be due by operation of law to the Company at the statutory interest rate specified at that time, as from the date such
payment call was originally payable. |
| 10.4 | As long as the requested payments due on a share have not been made in accordance with this provision,
the exercise of all associated membership rights attached to the share concerned shall remain suspended by operation of law. In addition,
if the shareholder fails to comply with the notice of default sent by the board of directors after the expiry of the period determined
by the board of directors, the board of directors may have the shares concerned sold in the most appropriate manner, without prejudice
to the Company's right to claim from the shareholder the outstanding payment as well as any damages and interests may apply. |
| 10.5 | In addition, in the event of a transfer of shares that are not fully paid up, the transferor and transferee
shall, notwithstanding any provision to the contrary, be jointly and severally liable for full payment. In the case of successive transfers,
all successive transferees shall be jointly and severally liable in accordance with the provisions of article 7:77 of the Belgian Companies
and Associations Code. |
| 10.6. | Early payments on shares may not be made without the prior consent of the board of directors. |
Article 11.- SHARE CAPITAL INCREASE.
| 11.1 | The share capital of the Company can be increased in accordance with the applicable legal provisions of
the Belgian Companies and Associations Code. |
| 11.2 | With respect to any specific capital increase, in the event of a capital increase by contribution in cash,
each shareholder has, in accordance with the provisions of the Belgian Companies and Associations Code, a statutory preferential subscription
right to subscribe to the newly issued shares in proportion to his participation in the capital ("pro rata participationis").
The terms and conditions for the exercise of this statutory preferential subscription right are laid down in the Belgian Companies and
Associations Code. The general shareholders' meeting or the board of directors, acting within the framework of the authorised capital,
may, in the interest of the Company, restrict or dis-apply the aforementioned statutory preferential subscription right in accordance
with the applicable legal provisions of the Belgian Companies and Associations Code, including to the benefit of one or more specified
persons other than members of the personnel of the Company or of its subsidiaries. |
Article 12.- SHARE CAPITAL DECREASE.
The share capital of the Company can be descreased
in accordance with the applicable legal provisions of the Belgian Companies and Associations Code.
CHAPTER III. SHARES – OTHER SECURITIES.
Article 13.- TRANSFER OF SHARES ISSUED
BY THE COMPANY
Unless provided otherwise by law, the transfer
of shares or other securities issued by the Company is not subject to any transfer restriction.
Article 14.- NATURE OF SHARES ISSUED BY
THE COMPANY
| 14.1 | Shares (whether fully paid-up or not) are in registered form. |
| 14.2 | A share register is kept at the registered office of the Company and may be split by decision of the board
of directors in accordance with applicable law. The board of directors can appoint a third party of its choice to keep any part of the
split share register. Subject to applicable provisions of companies, financial and securities laws, and unless decided otherwise by the
board of directors in accordance with these articles of association, dividends and other distributions (as the case may be) by the Company
on shares can be made in euro (EUR) or United States dollars (USD) depending on the component of the (split) share register on which the
shares are reflected. |
The (split) register of registered shares
and the registers of other registered securities, as the case may be, can be kept electronically, in accordance with applicable law.
Each holder of securities can consult
the (split) register with respect to his, her or its securities. The board of directors can appoint a third party of its choice to keep
this (split) electronic register.
All recordings in the (split) share
register and the registers of other registered securities, including transfers and conversions, can be validly made on the basis of documents
or instructions submitted electronically or via any other means by the transferor, the transferee and/or the holder of the securities,
as applicable.
| 14.3 | The general shareholders' meeting of the Company can resolve to proceed with a share split or a share
consolidation in accordance with the applicable law. |
Article 15.- TRANSPARENCY OBLIGATIONS
| 15.1 | Each natural or legal person acquiring or transferring voting securities of the Company, whether or not
representing the share capital of the Company, must comply with the relevant notification and information obligations that are imposed
by applicable law. |
| 15.2 | Non-compliance with the relevant notification and information obligations that are imposed by applicable
law in relation to the acquisition or transfer of voting securities of the Company, whether or not representing the share capital of the
Company, may result, in accordance with applicable law, a suspension of the voting rights attached to the relevant voting securities or
such other consequence as provided for by applicable law. |
Article 16.- ISSUE OF BONDS, SUBSCRIPTION
RIGHTS AND OTHER SECURITIES GIVING RIGHT TO SHARES.
| 16.1 | The Company may issue bonds by resolution of the board of directors and on such conditions as it shall
determine. |
| 16.2 | The general shareholders' meeting or the board of directors, acting within the framework of the authorized
capital, may issue convertible bonds, bonds repayable into shares, subscription rights, profit-sharing certificates or any other financial
instrument giving an entitlement to shares, subject to compliance with the relevant legal provisions. |
| 16.3 | In accordance with applicable law, holders of shares without voting rights, profit certificates without
voting rights, convertible bonds, subscription rights or certificates which were issued with cooperation of the Company have the right
to attend general shareholders' meetings, but only in a consultative capacity. |
Article 17.- SUCCESSORS IN TITLE AND EXERCISE
OF RIGHTS.
| 17.1 | The rights and obligations attached to a security follow that security, regardless of whom it is transferred
to. |
| 17.2 | The heirs, the creditors, and/or other beneficiaries of a shareholder cannot, on any grounds whatsoever,
interfere with the management of the Company, cause seals to be laid on the goods and values of the Company, or pursue the liquidation
of the Company and the distribution of its assets. |
| 17.3 | In exercising their rights shareholders are bound by the balance sheets and inventories of the Company,
and must comply with and conform to the resolutions of the general shareholders' meeting of the Company. |
Article 18. - ACQUISITION AND DISPOSAL
OF OWN SHARES.
The Company can acquire and dispose of its own
shares in accordance with the relevant legal provisions.
CHAPTER IV. BODIES OF THE COMPANY.
SECTION 1. General shareholders' meeting
Article 19.- COMPOSITION AND AUTHORITIES
The regularly composed general shareholders' meeting
represents the entirety of the shareholders. The resolutions of the general shareholders' meeting are binding upon all shareholders, even
those absent or those who voted against.
Article 20.- ANNUAL, SPECIAL AND EXTRAORDINARY
GENERAL SHAREHOLDERS' MEETING.
| 20.1 | The annual general shareholders' meeting of the Company shall be held each year on the last Tuesday of
the month May at 4:00 PM (Brussels time). |
However, should this day be a legal
holiday, the annual general shareholders' meeting of the Company will take place on the next Business Day at the same time.
A special or extraordinary
general shareholders' meeting can be convened at any time in the interest of the Company, to discuss any matter falling within its powers.
| 20.3 | The annual general shareholders' meeting of the Company is held at the registered office of the Company
or in the commune of the registered office of the Company or at any other location as set out in the invitation notice. |
The extraordinary or special general
shareholders' meetings of the Company are held at the place indicated in the invitation notice.
Article 21.- CONVENING NOTICES.
General shareholders'
meetings shall be convened in accordance with the applicable law.
Article 22.- ADMISSION TO THE MEETING.
| 22.1 | In order to be admitted to and participate to a general shareholders' meeting, shareholders must comply
with the relevant registration, notice, filing and other formalities as required by applicable law or as shall be set out (subject to
applicable law) in the notice convening the meeting. |
| 22.2 | The board of directors shall have the ability to determine that the right to attend the general shareholders'
meetings and to exercise the voting right at such meetings (as the case may be) is determined by the registration of the ownership of
the securities concerned in the name of the holder of such securities on the third (3rd) Business Day prior to the date of the relevant
general shareholders' meeting (or such other date as shall be set out in the notice convening the general shareholders' meeting, but which
cannot be earlier than the 15th calendar date before the relevant general shareholders' meeting), at midnight at the end of such day (Brussels
time) (such date and hour being the relevant registration date), by means of the registration of such securities in the relevant (portion
of the split) register book for such securities, or in the accounts of a certified account holder or relevant central securities depositary
for the securities concerned, irrespective of the number of shares the shareholder possesses at the day of the general shareholders' meeting. |
| 22.3 | The board of directors may make participation to the general shareholders' meetings dependent on a requirement
of notification by the securities holders concerned to the Company, or to the person appointed for this purpose by the Company, on a date
to be determined by the board of directors before the date of the scheduled meeting, that such securities holder intends to attend the
meeting, stating the number of securities with which such securities holder wishes to participate. The manner in which such notification
must be made (as the case may be) must be set out in the notice convening the general shareholders' meeting. |
| 22.4 | Natural persons, corporate bodies or proxy holders who participate in the general shareholders' meeting
must be able to provide proof of their identity. The representatives of legal entities have to provide documents showing their capacity
as corporate body or special proxy holder. |
| 22.5 | Holders of non-voting shares, non-voting profit-sharing certificates, convertible bonds, subscription
rights, or certificates issued with the cooperation of the Company may attend the general meeting, but only in an advisory capacity. If
they wish to participate, they will be subject to the same formalities of prior deposit and notice, of the form and the deposit of a proxy,
and of admission, as those to which the shareholders are subject. |
Article 23.- REPRESENTATION.
| 23.1 | Notwithstanding applicable law with respect to legal representation, each security holder who can participate
in the general shareholders' meeting, can be represented at a general shareholders' meeting by a proxy holder, who needs not be a shareholder,
who has been granted a handwritten proxy or a proxy on another durable medium recognized by law. A person acting as proxy holder may carry
a proxy of more than one shareholder; in such case he may vote differently for one shareholder than for another shareholder. |
| 23.2 | Such proxies must be granted and submitted to the company in accordance with the applicable law and/or
as set out (in accordance with the applicable law) in the convening notice, as the case may be. |
| 23.3 | The holders of a proxy must comply with the relevant legal provisions concerning proxies for general shareholders'
meetings, as relevant. The board of directors can establish a form for the proxies. The proxy forms will be made available to the security
holders. |
Article 24.- ATTENDANCE LIST.
The shareholders or their proxyholders are obliged,
before being admitted to the general shareholders' meeting, to sign the attendance list indicating their surname, first name(s) and
domicile or the corporate name and registered office and the number of shares they represent.
Article 25.- COMPOSITION OF THE BUREAU.
| 25.1 | The general shareholders' meetings shall be chaired by the chairperson, or, in the latter's absence, by
his, her or its substitute or by a member of the meeting appointed by the meeting. |
| 25.2 | The chairperson of the meeting appoints the secretary, who may be or may not be a shareholder or director.
Should the number of persons allow or require this, the meeting will appoint two vote counters upon proposal of the chairperson, who may
be or may not be a shareholder. Both roles may be performed by one person. |
| 25.3 | The persons mentioned in articles 25.1 and 25.2 constitute the bureau of the meeting. |
| 25.4 | The chairperson can assemble the bureau prior to the general shareholders' meeting and, as such, the assembled
bureau can proceed with the verification of the proxies granted to the participants of the general shareholders' meeting prior to the
opening of the meeting. |
Article 26.- VOTING RIGHTS.
Each share carries one vote, unless determined
otherwise by applicable law.
Article 27.- REMOTE VOTING OR PARTICIPATION.
| 27.1 | If the convening notice so provides, a shareholder may, prior to the general shareholders' meeting, vote
by mail or via electronic means using forms, the draft text of which shall be determined by the board of directors. The voting forms will
be made available to the shareholders. |
| 27.2 | These votes by mail or by electronic means must be cast in accordance with the applicable law and/or as
will be set out (in accordance with applicable law) in the convening notice. |
| 27.3 | In accordance with applicable law, the board of directors can also organise a remote voting by means of
other electronic means of communication such as one or more websites. The board of directors is authorised to organise the practical procedures
to facilitate such electronic voting. |
| 27.4 | In accordance with applicable law, the board of directors can offer security holders the possibility to
participate remotely in the general shareholders' meeting via a means of communication made available by the company. The board of directors
is authorised to organise the practical procedures to facilitate such remote participation by a means of communication made available
by the company. |
Article 28.- DELIBERATION, DECISION MAKING
AND QUORUM REQUIREMENTS.
| 28.1 | The general shareholders' meeting cannot deliberate on items that are not on the agenda or contained therein
implicitly, unless all shareholders are present or represented at the meeting and unanimously consent to do so and if, in the event of
a vote by mail, the form authorises a proxy holder to take such a decision. The required consent is given if no objection is recorded
in the minutes of the meeting. |
| 28.2 | The general shareholders' meeting can validly deliberate and pass resolutions regardless of the number
of shares present or represented, except in cases in which applicable law requires a specific attendance quorum. |
| 28.3 | The resolutions of the general shareholders' meeting are validly adopted by a simple majority of the votes
validly cast at the meeting, except in cases in which applicable law requires a specific majority. In the event votes are tied, the proposal
is rejected. |
| 28.4 | Voting will be by show of hands unless, in view of the number of participants or otherwise, the chairperson
of the meeting thinks it preferable to vote by another method, such as voting slips or electronic means. |
| 28.5 | General shareholders' meetings may be transmitted or broadcast live by telephone conferencing or video
conferencing, or any other means of transmission and/or telecommunication. By participating in general shareholders' meetings that are
transmitted or broadcast, the natural persons participating in the general shareholders' meeting consent to their image being transmitted
or broadcast through these transmission or telecommunication means. |
Article 29.- ADJOURNMENT.
| 29.1 | The board of directors has the right, during the annual general shareholders' meeting, to adjourn the
resolution relating to the approval of the annual accounts for three (3) weeks. This adjournment does not affect the other decisions
already taken, unless the general shareholders' meeting decides otherwise in this respect. The next general shareholders' meeting has
the right to definitively adopt the annual accounts. |
| 29.2 | The board of directors also has the right, during the general shareholders' meeting, to adjourn any other
general shareholders' meeting once by three (3) weeks. This adjournment does not affect the resolutions already passed by this meeting,
unless the general shareholders' meeting decides otherwise in this respect. |
| 29.3 | At the next general shareholders' meeting, the items on the agenda on which no final decision was taken
at the previous general shareholders' meeting will be dealt with further. |
| 29.4 | Subject to applicable law, additional items on the agenda may be added to the agenda of the next general
shareholders' meeting. |
| 29.5 | Subject to applicable law, the formalities completed in order to attend the first general shareholders'
meeting, including registration for the general shareholders' meeting, and, as the case may be, the deposit of proxies, shall remain valid
for the second general shareholders' meeting. |
| 29.6 | Shareholders who were not present or represented at the previous (adjourned) general shareholders' meeting
will be admitted to the next general shareholders' meeting, provided that they have complied with the formalities set out in the applicable
legal provisions and these articles of association. |
Article 30 - MINUTES.
| 30.1 | Minutes shall be drawn up for each general shareholders' meeting, and the attendance list and any reports,
proxies and written votes shall be attached thereto. The minutes shall be kept in a special register. |
| 30.2 | The minutes are signed by the members of the bureau and by the shareholders who wish to do so. |
| 30.3 | Except when provided otherwise by law, the copies and/or excerpts of the minutes of the general shareholders'
meetings addressed to third parties are signed by the chairperson, by a managing director, by the chief executive officer, or by two directors.
Their signature must be preceded by an indication of the capacity in which they act. |
SECTION 2. Management
Article 31.- POWERS OF THE BOARD OF DIRECTORS.
| 31.1 | The Company has opted for a one tier governance model whereby the board of directors has the authority
to take all actions necessary or useful for the realisation of the corporate purpose of the Company, save for those actions for which
only the general shareholders' meeting has authority by applicable law. |
| 31.2 | The Company, acting through the board of directors, can, to greatest extent permitted by applicable law,
take out insurance coverage in order to cover liability of the directors and agents of the Company and its subsidiaries. |
Article 32.-
COMPOSITION OF THE BOARD OF DIRECTORS.
| 32.1 | The Company is governed by a board of directors, acting as a collective body, and consisting of at least
three (3) and maximum nine (9) directors, who need not be shareholders. They shall be appointed by simple majority of the general
shareholders' meeting. |
| 32.2 | The directors may be either natural persons or legal persons. When a legal person is appointed as a director,
it appoints a natural person as permanent representative in accordance with the applicable legal provisions, subject to acceptance of
this person by the other members of the board of directors. The permanent representative is charged with the execution of the assignment
in the name and on behalf of the legal person. The legal person may not dismiss its representative without at the same time appointing
a successor. The appointment and termination of the mandate of the permanent representative shall be subject to the same rules of
disclosure as if it was carrying out this mandate in its own name and for its own account. |
| 32.3 | The duration of their assignment may not exceed six (6) years. The assignments end immediately after
the annual meeting in the financial year in which the term of their mandate expires in accordance with the appointment resolution. |
| 32.4 | The directors may be dismissed at any time by the general shareholders' meeting without notice or compensation
in accordance with the applicable legal provisions and without prejudice to applicable contractual arrangements. |
| 32.5 | The directors may be reappointed when their mandate expires. |
| 32.6 | Should the mandate of a director become vacant, for any reason whatsoever, the remaining directors shall
have the right to temporarily fill such vacancy (co-optation). The next general shareholders' meeting must confirm the mandate of the
co-opted director; if confirmed, the co-opted director completes the mandate of his, her or its predecessor, unless the general shareholders'
meeting decides otherwise. In the absence of confirmation, the mandate of the co-opted director ends at the end of the general shareholders'
meeting, without prejudice to the regularity of the composition of the board of directors up to that moment in time. In case of more than
one vacancy, the remaining directors shall have the right to fill all such vacancies simultaneously. As long as the general shareholders'
meeting or the board of directors, for any reason whatsoever, does not fill the vacancy, the directors of whom the mandate has ended will
remain in function if this is needed for the board of directors to maintain the minimum number of directors as required by applicable
law and these articles of association. |
Article 33.-
REIMBURSEMENT.
The Company will reimburse the directors for the
reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised
business on behalf of the Company.
Article 34.-
CHAIRPERSON.
| 34.1 | The chairperson of the board of directors is appointed by the board of directors from among its members.
The chairperson of the board of directors can elect one or more vice-chairpersons. |
| 34.2 | The chairperson or, in case he, she or it is absent or hindered, a vice-chairperson, if any, or, in the
absence of the latter, a director designated by the other board members present, shall chair the meetings of the board of directors. |
Article 35.- CONVOCATION OF BOARD MEETINGS.
| 35.1 | The board of directors shall meet at least four (4) times per year at any location acceptable to
the members of the board of directors, with such greater frequency as the directors may require in the interest of the Company or any
time two directors or the chairperson so requests. Unless determined otherwise by the board of directors, at least one (1) meeting
per year shall be held in person. |
| 35.2 | The board of directors shall meet when convened by and under the presidency of the chairperson or, in
case he, she or it is absent or hindered, a vice-chairperson, if any, or, in the absence the latter, a director appointed by the other
directors. A board meeting must be called upon the request of one or more directors. |
| 35.3 | The notice of the meeting shall mention the place, date, hour and agenda for the meeting. Unless all directors
agree otherwise, notices to attend the board meeting must be in writing and delivered to each director at the latest three (3) calendar
days prior to the meeting, except in case of emergency. In case of emergency, the convening notice must be given within not less than
twenty-four (24) hours, and the reasons for the emergency should be specified in the notice. The notice shall be sent out by letter, telefax,
email or any other written (or electronic) means of communication specified by applicable law. The board of directors may validly deliberate
and decide without furnishing proof of the compliance with this formality with respect to the calling of the meeting, provided that all
directors are present or have waived their right in writing to be formally invited to the meeting. |
| 35.4 | When all directors are present or validly represented, the valid convening of the meeting cannot be challenged. |
Article 36.- REPRESENTATION AND REMOTE
PARTICIPATION.
| 36.1 | Each director may, by any written form of communication bearing his, her or its signature (including an
electronic signature), authorise another member of the board of directors to represent him, her or it at a specific meeting of the board
of directors and to vote for him, her or it in his, her or its place. Such authorisation must be notified to the board of directors by
simple letter or any other means of written (or electronic) communication. A director giving such instructions is regarded as being present
at the meeting. Without prejudice to the rules of collegiality, a director may represent several of his, her or its colleagues and
may, in addition to his, her or its own vote, cast as many votes as he, she or it has received proxies. |
| 36.2 | Meetings can be held by using any telecommunication means permitting a joint discussion, such as telephone
conferencing or video conferencing. Directors taking part in a meeting held by conference call or video conference shall be deemed present
at the meeting. |
Article 37.- DELIBERATIONS.
| 37.1 | The board of directors shall be validly constituted to decide on the items listed on the agenda provided
that a majority of the directors is present or validly represented at the meeting. If at a meeting of the board of directors, the quorum
is not met, a second meeting of the board of directors with the same agenda shall be convened within twenty (20) Business Days following
the first meeting which can validly decide only on the items on the first meeting's agenda whatever the number of directors present or
validly represented. |
| 37.2 | Unless provided otherwise by law, every decision of the board of directors shall be valid if approved
by a majority of directors present or represented at the relevant meeting. Blank and invalid votes are not included in the numerator,
nor in the denominator. In case of abstentions, the resolutions shall be adopted by a simple majority of the votes of the other directors
present or represented at the meeting. |
| 37.3 | The board of directors can only validly deliberate and resolve on matters not appearing on the agenda
if all members of the board of directors are present or represented at the meeting and have unanimously consented thereto. This consent
is assumed to have been given if no objection is recorded in the minutes. |
| 37.4 | Each director has one (1) vote, but may cast, in addition to his, her or its own vote, as many votes
as he, she or it has powers of attorney from his, her or its fellow directors. |
| 37.5 | In case votes are tied, the chairperson of the meeting shall not have a casting vote. |
| 37.6 | The board of directors may pass resolutions by unanimous written consent of all directors in accordance
with applicable law. |
Article 38.-
CONFLICTS OF INTEREST
| 38.1 | If a director has a direct or indirect financial interest which is contrary to the interest of the Company
at the occasion of a decision or transaction that falls within the powers of the board of directors, the provisions of Article 7:96
of the Belgian Companies and Associations Code must be complied with by the director concerned, as well as by the board of directors in
its deliberations and resolutions. |
| 38.2 | If more than one director finds himself, herself or itself in this position, the resolutions can be validly
passed by the remaining directors, even if in these circumstances more than half of the directors are no longer present or validly represented. |
| 38.3 | If all directors have a conflict of interest, the decision or the transaction shall be submitted to the
general shareholders' meeting. If the general shareholders' meeting approves the decision or the transaction, the board of directors may
execute it. |
Article 39.-MINUTES
| 39.1 | The decisions of the board of directors are recorded in minutes signed by the chairperson, or, in the
latter's absence, by his, her or its substitute or by a member of the board of directors appointed to act as chairman of the meeting by
the board of directors, the secretary and the members who so desire. |
| 39.2 | Any proxy received by a director shall be attached to the minutes of the meeting for which they were given. |
| 39.4 | The minutes shall be recorded in a special register kept at the registered office of the Company. |
| 39.5 | The copies or extracts to be submitted to a court of law or elsewhere are validly signed by the chairperson,
by two directors, by the chief executive officer, by a managing director, or by a special proxyholder. |
Article 40.- ALLOCATION OF DUTIES WITHIN THE BOARD OF DIRECTORS.
| 40.1 | The board of directors shall have the power and, to the extent
required by applicable law, the obligation to establish, in its midst and under its responsibility, one or more advisory committees,
such as (but not limited to) an audit committee, a nomination committee and a remuneration committee (which can be combined with the
nomination committee). The board of directors determines the composition and duties of these committees. |
| 40.2 | The board of directors may delegate the daily management of the Company, the management of one or more
sectors of its activities or the implementation of the decisions of the board of directors to one or more directors, managers or proxy
holders, whether or not shareholders. If a director is charged with the daily management, he, she or it bears the title of "managing
director". If a non-director is charged with the daily management, he, she or it shall bear the title of manager or general manager
or any other title to which he, she or it are referred in the appointment decision. |
| 40.3 | The board of directors, within the limits of its authority, as well as the proxies for the daily management
within the framework of this daily management, may also grant specific and limited powers for a specific legal act or a series of specific
legal acts to one or more persons of their choice, directors or not. |
Article 41.-REPRESENTATION AUTHORITY.
| 41.1 | The board of directors shall represent the Company as a body in and out of court. It shall act through
the majority of its members. |
| 41.2 | Without prejudice to the general representative powers of the board of directors as a collective body,
the Company shall be validly represented vis-à-vis third parties, before the court and in the documents, including those requiring
the intervention of a public official or a notary public, by two (2) directors acting jointly. |
| 41.3 | Within the framework of the daily management, the Company is also validly represented by a person charged
with daily management (director or non-director), acting alone or jointly in accordance with the delegation resolution of the board of
directors. |
| 41.4 | The Company is also, within the framework of their mandate, validly represented by a special proxyholder,
without prejudice to the responsibility of the directors in the event of excess of power of attorney. |
| 41.5 | Furthermore, the Company may be represented abroad by any person expressly appointed for this purpose
by the board of directors. |
SECTION 3. Control
Article 42.- CONTROL.
| 42.1 | The auditing of the financial situation, the annual accounts and the regularity of the transactions to
be reported on in the annual accounts is conferred to one or more statutory auditors, or, in the absence of a statutory auditor, to each
shareholder, in each case in accordance with applicable law. |
| 42.2 | The statutory auditors are appointed and remunerated in accordance with applicable law. |
CHAPTER V. FINANCIAL YEAR – ANNUAL
ACCOUNTS – DISTRIBUTION OF PROFITS.
Article 43.- FINANCIAL YEAR.
The financial year of the Company starts on the
first of January and shall end on the thirty-first of December of each year.
Article 44.- DISTRIBUTION OF PROFITS.
| 44.1 | The net profits of the financial year are constituted in accordance with the applicable legal provisions. |
| 44.2 | From the net profits of the Company, at least five percent (5%) shall be set aside each year to constitute
the legal reserve. Such deduction shall no longer be required as soon as this legal reserve reaches one tenth of the Company's capital. |
| 44.3 | Upon proposal of the board of directors, the general shareholders' meeting shall annually decide on the
allocation of the balance of the net profits by simple majority vote, subject to applicable law. |
| 44.4 | The board of directors shall be entitled to determine whether any profits legally available for distribution
with respect to any financial year of the Company will be distributed among the holders of the shares, as well as the place, timing and
manner (including applicable currency) thereof. In such case, such profits shall be distributed to shareholders pro rata to their respective
holdings of shares. |
| 44.5 | The dividends will be paid at the times and places as determined by the board of directors. All dividends
not claimed within five years are time-barred and remain acquired by the Company. They will be allocated to the legal reserve. |
Article 45.- INTERIM DIVIDENDS.
The board of directors is authorised to pay an
interim dividend on the result of the financial year and to determine the amount (including applicable currency) and the date of their
payment, subject to compliance with applicable law.
Article 46.- PROHIBITED DISTRIBUTION.
Any distribution of dividends made contrary to
the law or the terms of these articles of association must be repaid by the shareholder who received it.
CHAPTER VI. DISSOLUTION AND LIQUIDATION.
Article 47.- DISSOLUTION.
The general shareholders' meeting may at any time
dissolve the Company, respecting the quorum and majority requirements for modifications of the by-laws.
Article 48.-
DISSOLUTION AND LIQUIDATION.
| 48.1 | Subject to the relevant legal provisions with respect to dissolution, the Company can only be dissolved
by a decision of the general shareholders' meeting, deliberating in accordance with the applicable legal provisions. |
| 48.2 | The general shareholders' meeting shall have the broadest powers to determine the powers of the liquidators,
determine their remuneration and grant them release from liability. |
CHAPTER VII. GENERAL PROVISIONS.
Article 49. ELECTION OF DOMICILE.
| 49.1 | Every director, person delegated to the daily management, statutory auditor or liquidator residing abroad,
is deemed, for the duration of their function, to have elected domicile at the registered office of the Company, for all matters affecting
the performance of their duties, where all communications, notifications and summons can be validly served on them, whereas the Company
has no other obligation than to keep them available to the recipient. |
| 49.2 | The registered security holders are obliged to notify the Company of any change to their elected domicile.
In absence of such notification, they are assumed to have elected domicile at their previous domicile, where all acts may be validly served
or notified to them, whereas the Company has no other obligation than to keep them available to the recipient. |
Article 50.- GOVERNING LAW.
All matters not expressly determined in these
articles of association, or to the legal provisions from which is not validly derogated in these articles of association are subject to
the provisions of the Belgian Companies and Associations Code and other provisions of Belgian law.
Article 51.- CHOICE OF FORUM.
All disputes relating to corporate matters and
the implementation of these articles of association between the Company, its shareholders, holders of bonds, holders of subscription rights,
or holders of other securities or certificates issued by or with the cooperation of the Company, its directors, statutory auditors, or
liquidators, shall be subject to the exclusive jurisdiction of the courts of the jurisdiction of the registered office of the Company,
unless otherwise determined by the applicable law.
Article 52.- PERSONNEL.
Unless the context requires otherwise or unless
otherwise defined in these articles of association, for the purposes of these articles of association, "personnel" has the meaning
as defined in Article 1:27 of the Belgian Companies and Associations Code.
Article 53.- BUSINESS DAY.
For the purposes of these articles of association,
"Business Day" means any day from Monday to Friday (included), excluding statutory or banking holidays in Belgium or New York,
the United States of America.
Exhibit 99.1
Agomab Announces Launch of Initial Public Offering
ANTWERP, Belgium, February 2, 2026 (GLOBE NEWSWIRE) –
Agomab Therapeutics NV (“Agomab”), a clinical-stage biopharmaceutical company focused on developing novel disease-modifying
therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with high unmet medical need,
today announced the launch of its initial public offering of 12,500,000 American Depositary Shares (“ADSs”), each ADS representing
one of its common shares, no nominal value per share, pursuant to a registration statement filed with the Securities and Exchange Commission
(“SEC”). Agomab expects to grant the underwriters in the offering a 30-day option to purchase up to an additional 1,875,000
ADSs at the initial public offering price, less underwriting discounts and commissions. The estimated initial public offering price is
between $15.00 and $17.00 per ADS. Agomab has applied to list its ADSs on the Nasdaq Global Select Market under the symbol “AGMB”.
J.P. Morgan, Morgan Stanley, Leerink Partners and Van Lanschot Kempen
are acting as joint book-running managers of the offering.
A registration statement on Form F-1 relating
to the proposed offering has been filed with the SEC and was declared effective on January 30, 2026. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
The proposed offering is being made only by means
of a prospectus. Copies of the preliminary prospectus relating to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com;
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com;
Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800)
808-7525, ext. 6105, or by email at syndicate@leerink.com; and Van Lanschot Kempen (USA) Inc., 880 Third Avenue, 17th floor, New York,
New York 10022, or by email at usa@vanlanschotkempen.com.
The final terms of the offering will be disclosed in a final prospectus
to be filed with the SEC.
No public offering will be made and no one has taken any action that
would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action
is required, including in Belgium. The transaction to which this press release relates will only be available to, and will be engaged
in only with, in member states of the European Economic Area (including Belgium), persons falling within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market, and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order
and other persons to whom it may lawfully be communicated.
About Agomab
Agomab is a clinical-stage biopharmaceutical company focused on developing
novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with
high unmet medical need. Agomab’s product candidates are designed to target established pathways and utilize validated modalities
with the aim of increasing efficacy while avoiding systemic toxicities in order to overcome the limitations of prior therapeutic approaches.
Agomab’s mission is to develop disease-modifying therapeutics that aim to resolve fibrosis and restore organ function to enable
patients with these disorders to live fuller and healthier lives.
Forward-Looking Statements
This press release includes certain disclosures that contain “forward-looking
statements,” including, without limitation, statements regarding Agomab’s expectations and statements regarding the commencement
of trading of its ADSs on the Nasdaq Global Select Market, the completion and timing of the pricing and closing of the offering, the intended
use of proceeds from the offering; and the size and expected price range of the offering. Forward-looking statements are based on Agomab’s
current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could
cause actual results to differ include, but are not limited to, risks and uncertainties related to the risks inherent in biopharmaceutical
product development. These and other risks and uncertainties are described more fully in the section titled “Risk Factors”
section of the registration statement filed with the Securities and Exchange Commission. Forward-looking statements contained in this
announcement are made as of this date, and Agomab undertakes no duty to update such information except as required under applicable law.
Readers should not rely upon the information on this page as current or accurate after its publication date.
Contacts
Investors
Sofie Van Gijsel
VP of Investor Relations
E-Mail: sofie.vangijsel@agomab.com
Phone: +1 781 296 1143
Media
Stephanie May or Joe Rayne
Trophic Communications
E-Mail: agomab@trophic.eu
Phone: +49 171 185 56 82
Exhibit 99.2
Agomab Announces Pricing of Initial Public Offering
ANTWERP, Belgium, February 5, 2026 (GLOBE NEWSWIRE) –
AgomAb Therapeutics NV (Nasdaq: AGMB) (“Agomab”), a clinical-stage biopharmaceutical company focused on developing novel disease-modifying
therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with high unmet medical need,
today announced the pricing of its initial public offering of 12,500,000 American Depositary Shares (“ADSs”) representing
12,500,000 of its common shares, at a public offering price of $16.00 per ADS. The gross proceeds to Agomab from the offering, before
deducting the underwriting discounts and commissions and offering expenses, are expected to be $200.0 million. All of the ADSs are being
offered by Agomab. In addition, Agomab has granted the underwriters a 30-day option to buy an additional 1,875,000 ADSs at the initial
public offering price, less underwriting discounts and commissions.
The ADSs are expected to begin trading on the Nasdaq Global Select
Market on February 6, 2026 under the ticker symbol “AGMB.” The offering is expected to close on February 9, 2026
subject to the satisfaction of customary closing conditions.
J.P. Morgan, Morgan Stanley, Leerink Partners and Van Lanschot Kempen
are acting as joint book-running managers for the offering.
A registration statement relating to this offering has been filed with
the Securities and Exchange Commission and was declared effective on January 30, 2026. The offering is being made only by means of
a prospectus. Copies of the final prospectus, when available, may be obtained from:
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Morgan
Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com;
Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800)
808-7525, ext. 6105, or by email at syndicate@leerink.com; and Van Lanschot Kempen (USA) Inc., 880 Third Avenue, 17th floor, New York,
New York 10022, or by email at usa@vanlanschotkempen.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No public offering will be made and no one has taken any action that
would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States, where any such action
is required, including in Belgium. The transaction to which this press release relates will only be available to, and will be engaged
in only with, in member states of the European Economic Area (including Belgium), persons falling within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market, and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order
and other persons to whom it may lawfully be communicated.
About Agomab
Agomab is a clinical-stage biopharmaceutical company focused on developing
novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with
high unmet medical need. Agomab’s product candidates are designed to target established pathways and utilize validated modalities
with the aim of increasing efficacy while avoiding systemic toxicities in order to overcome the limitations of prior therapeutic approaches.
Agomab’s mission is to develop disease-modifying therapeutics that aim to resolve fibrosis and restore organ function to enable
patients with these disorders to live fuller and healthier lives.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain disclosures that contain “forward-looking
statements,” including, without limitation, statements regarding Agomab’s expectations regarding the commencement of trading
of its ADSs on the Nasdaq Global Select Market, the completion and timing of the closing of the offering and the anticipated gross proceeds
from the offering. Forward-looking statements are based on Agomab’s current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to,
risks and uncertainties related to the satisfaction of customary closing conditions and the completion of the offering, and the risks
inherent in biopharmaceutical product development. These and other risks and uncertainties are described more fully in the section titled
“Risk Factors” section of the registration statement filed with the Securities and Exchange Commission. Forward-looking statements
contained in this announcement are made as of this date, and Agomab undertakes no duty to update such information except as required under
applicable law. Readers should not rely upon the information on this page as current or accurate after its publication date.
Contacts
Investors
Sofie Van Gijsel
VP of Investor Relations
E-Mail: sofie.vangijsel@agomab.com
Phone: +1 781 296 1143
Media
Eva Mulder
Trophic Communications
E-Mail: agomab@trophic.eu
Phone: +31 6 52 33 15 79
Exhibit 99.3
Agomab Announces Closing of Initial Public Offering
ANTWERP, Belgium, February 9, 2026 (GLOBE NEWSWIRE)
– AgomAb Therapeutics NV (Nasdaq: AGMB) (“Agomab”), a clinical-stage biopharmaceutical company focused on developing
novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications with
high unmet medical need, today announced the closing of its previously announced initial public offering of 12,500,000 American Depositary
Shares (“ADSs”) representing 12,500,000 of its common shares, at a public offering price of $16.00 per ADS. The aggregate
gross proceeds to Agomab from the offering were approximately $200.0 million, before deducting underwriting discounts and commissions
and offering expenses.
The ADSs began trading on the Nasdaq Global Select Market
on February 6, 2026 under the ticker symbol “AGMB”.
J.P. Morgan, Morgan Stanley, Leerink Partners and Van
Lanschot Kempen acted as joint book- running managers for the offering.
A registration statement relating to this offering has been
filed with the Securities and Exchange Commission and was declared effective on January 30, 2026. The offering was made only by means
of a prospectus. Copies of the final prospectus may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Morgan
Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com;
Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800)
808-7525, ext. 6105, or by email at syndicate@leerink.com; and Van Lanschot Kempen (USA) Inc., 880 Third Avenue, 17th floor, New York,
New York 10022, or by email at usa@vanlanschotkempen.com.
This press release shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
No public offering will be made and no one
has taken any action that would, or is intended to, permit a public offering in any country or jurisdiction, other than the United States,
where any such action is required, including in Belgium. The transaction to which this press release relates was available only to, and
was engaged in only with, in member states of the European Economic Area (including Belgium), persons falling within the meaning of Article
2(e) of Regulation (EU) 2017/1129 on the prospectus published when securities were offered to the public or admitted to trading on a regulated
market, and in the United Kingdom, investment professionals falling within article 19 (5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”), persons falling within article 49 (2), (a) to (d) of the Order and other persons
to whom it may lawfully be communicated.
About Agomab
Agomab is a clinical-stage biopharmaceutical company focused
on developing novel disease-modifying therapies for immunology and inflammatory diseases, with an initial focus on chronic fibrotic indications
with high unmet medical need. Agomab’s product candidates are designed to target established pathways and utilize validated modalities
with the aim of increasing efficacy while avoiding systemic toxicities in order to overcome the limitations of prior therapeutic approaches.
Agomab’s mission is to develop disease-modifying therapeutics that aim to resolve fibrosis and restore organ function to enable
patients with these disorders to live fuller and healthier lives.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain disclosures that
contain “forward-looking statements,” including, without limitation, statements regarding Agomab’s focus on the discovery
and development of its pipeline of novel product candidates for chronic fibrotic disorders. Forward-looking statements are based on Agomab’s
current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could
cause actual results to differ include, but are not limited to, risks and uncertainties related to the risks inherent in biopharmaceutical
product development. These and other risks and uncertainties are described more fully in the section titled “Risk Factors”
section of the registration statement filed with the Securities and Exchange Commission. Forward-looking statements contained in this
announcement are made as of this date, and Agomab undertakes no duty to update such information except as required under applicable law.
Readers should not rely upon the information on this page as current or accurate after its publication date.
Contacts
Investors
Sofie Van Gijsel
VP of Investor Relations
E-Mail: sofie.vangijsel@agomab.com
Phone: +1 781 296 1143
Media
Eva Mulder
Trophic Communications
E-Mail: agomab@trophic.eu
Phone: +31 6 52 33 15 79