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 April 2023

Commission File Number 001-40316

VECTIVBIO HOLDING AG

(Exact name of registrant as specified in its charter)

Aeschenvorstadt 36

4051 Basel

Switzerland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

On April 19, 2023, VectivBio Holding AG, or the Company, issued a press release announcing its financial results for the fiscal year ended December 31, 2022. Also on April 19, 2023, the Company made available an updated corporate presentation on its website. Copies of the press release, the 2022 Compensation Report, 2022 Statutory Financial Statements and the corporate presentation are furnished as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Report on Form 6-K.

SIGNATURES

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.

Exhibit 99.1

VectivBio Reports Full Year 2022 Financial Results and Provides Business Update

Continued Strong Progress and Momentum Across Multiple Programs with

Key Upcoming Data Milestones Beginning Q2 2023

STARS Phase 3 Program of Apraglutide in Short Bowel Syndrome with Intestinal Failure (SBS-IF)

to Complete Enrollment this Quarter

Interim Results of STARGAZE Phase 2 Program of Apraglutide in Acute Graft Versus Host Disease

(aGvHD) on track to read out by end of Q2 2023

Cash Runway Extends More than 12 Months Beyond Anticipated Release of Topline STARS

Phase 3 Data

Management to Host Call Today at 8.00 a.m. ET

BASEL, Switzerland, April 19, 2023 – VectivBio Holding AG (“VectivBio”) (Nasdaq: VECT), a clinical-stage biopharmaceutical company pioneering novel transformational treatments for severe rare conditions, today reported financial results and provided a business update for the full year ended December 31, 2022.

“2022 was a very good year for VectivBio as we made significant progress against our R&D and corporate objectives, despite the challenging biotech environment. With respect to R&D activities, we advanced our pivotal program for apraglutide in patients with short bowel syndrome with intestinal failure (SBS-IF). This includes the Phase 3 STARS study, where we completed enrollment of the colon-in-continuity (CIC) cohort. We also made significant progress with the Phase 2 STARS Nutrition study, the first-ever dedicated clinical study in the subset of SBS-IF patients with CIC where we reported positive interim data,” said Luca Santarelli, M.D., Ph.D., Founder and Chief Executive Officer of VectivBio. “We’ve also advanced our STARGAZE proof-of-concept study in acute Graft-versus-Disease (aGvHD) achieving 50% of the enrollment target, enabling us to perform our pre-planned interim analysis by end of Q2.” said Luca Santarelli.

Dr. Santarelli went on to say, “Regarding our key corporate activities, last year we strengthened our financial position through a combination of two equity raises, the establishment of a loan facility and an important Japan licensing deal with Asahi Kasei Pharma. In total we gained access to up to $284 million in new funds and extended our cash runway to more than 12 months after our anticipated Phase 3 results”.

Dr. Santarelli continued, “Looking ahead, we see tremendous momentum in 2023, with important upcoming data readouts expected throughout the year. These include six-month data from our Phase 2 STARS Nutrition in early May, interim data from our STARGAZE study by the end of Q2 2023, as well as the completion of enrollment of the Phase 3 STARS study in Q2, which we expect will enable us to have topline data by the end of 2023. These data will position us for a filing in SBS in 2024 and further establish the broad potential of apraglutide in treating additional severe, rare gastrointestinal diseases beyond SBS. Also in 2023, we continue to execute our comprehensive launch readiness plan, with the aim of realizing the full market potential of apraglutide in SBS-IF”.

Business Update

Apraglutide: Next-generation, long-acting synthetic GLP-2 analog being developed for a range of rare gastrointestinal (GI) diseases where GLP-2 can play a central role in addressing disease pathophysiology, including SBS-IF and aGvHD.

Apraglutide for SBS-IF:

Apraglutide for aGvHD:

Comet Platform: Modular, small molecule platform applying innovative chemistry to address severe Inherited Metabolic Diseases (IMDs) in pediatric populations with a deficit of energy metabolism caused by the depletion of functional Coenzyme A (“CoA”).

Corporate Updates:

Full Year 2022 Financial Results

Announcement of the Annual General Meeting of Shareholders of VectivBio

The board of directors of VectivBio has resolved to hold the annual general meeting of shareholders of VectivBio (the AGM) on June 1, 2023, at 03:00 p.m. CEST / 09:00 a.m. EDT, at Memox, Elisabethenstrasse 15, 4051 Basel, Switzerland.

The invitation, together with the proposals and further details on the AGM, will be published in due course.

Conference Call Details

The Company will discuss these results on a call today, April 19, 2023, at 8:00 a.m. ET.

The call will be accessible under Events and Presentations in the Investors & Media section of VectivBio’s website at ir.vectivbio.com. An archived replay of the call will be available on VectivBio’s website approximately two hours after the conference call and will be available for 30 days following the call.

About VectivBio AG

VectivBio (Nasdaq: VECT) is a global clinical-stage biotechnology company focused on transforming the lives of patients with severe rare conditions. Our lead product candidate is apraglutide, a next-generation, long-acting synthetic GLP-2 analog being developed for a range of rare gastrointestinal diseases where GLP-2 can play a central role in addressing disease pathophysiology, including short bowel syndrome with intestinal failure (SBS-IF) and acute Graft-versus-Host Disease (aGVHD).

VectivBio is also advancing its modular, small molecule CoMET platform to address a broad range of previously undruggable Inherited Metabolic Diseases (IMDs). Candidates from the CoMET platform are initially being evaluated in methylmalonic acidemia (MMA), propionic acidemia (PA), and other organic acidemias.

Forward Looking Statements:

Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “may,” “remain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “near future,” “belief,” “guidance,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements concerning the Company’s expected financial runway, the prospects of apraglutide and the Comet platform, as well as potential initiation and progress of, and timing of upcoming data readouts from, the Company’s clinical trials. All of such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond VectivBio’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Such risks and uncertainties include, but are not limited to those related to clinical, scientific, regulatory and technical developments and those inherent in the process of developing and commercializing product candidates that are safe and effective for use as human therapeutics; and those risks and uncertainties identified in the “Risk Factors” section of VectivBio’s Annual Report for the year ending December 31, 2021 on Form 20-F filed with the Securities and Exchange Commission on April 7, 2022. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, VectivBio undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

VectivBio Contact:

Patrick Malloy

VectivBio SVP, Investor Relations

Patrick.malloy@vectivbio.com

VectivBio Holding AG

Consolidated statements of operations and other comprehensive loss

VectivBio Holding AG

Consolidated statements of financial position

Exhibit 99.2

Report of the statutory auditor on the audit of the compensation report

		Opinion
		We have audited the compensation report of VectivBio Holding AG (the Company) for the year ended 31 December 2022. The audit was limited to the information on compensation, loans and advances pursuant to Art. 14-16 of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften, VegüV) in the tables marked “audited” on pages 8 to 14 of the compensation report.
		In our opinion, the information on compensation, loans and advances in the compensation report complies with Swiss law and Art. 14-16 VegüV.
		Basis for opinion
		We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the compensation report” section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
		We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
		Other information
		The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include in the compensation report, the consolidated financial statements, the stand-alone financial statements and our auditor’s reports thereon.
		Our opinion on the compensation report does not cover the other information and we do not express any form of assurance conclusion thereon.
		In connection with our audit of the compensation report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the compensation report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
		If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

VectivBio Holding AG

2022 Compensation Report

Contents

1

This compensation report (the “Compensation Report”) of VectivBio Holding AG (the “Company”) has been prepared in accordance with the Swiss Federal Ordinance Against Excessive Compensation in Listed Companies, effective January 1, 2014 (the “Ordinance”), and the Swiss Code of Obligations.

The Ordinance requires, among other things, the disclosure of the aggregate amount of compensation for the board of directors (the “Board of Directors”) and the persons whom the Board of Directors has entrusted with the management of the Company (the “Executive Committee”), respectively, as well as the specific amount for each member of the Board of Directors and for the highest paid member of the Executive Committee, specifying the name and function of each of these persons.

Unless the context requires otherwise, the words “we”, “our”, “us”, “VectivBio” and similar words or phrases in this Compensation Report refer to the Company and its consolidated subsidiaries.

Principles of the Compensation of the Board of Directors and the Executive Committee

According to the articles of association of the Company (the “Articles”, which are available on our website at www.vectivbio.com), the compensation of the non-executive members of the Board of Directors consists of fixed compensation elements and may comprise further compensation elements. The total compensation shall take into account position and level of responsibility of the respective recipient.

As provided for in our Articles, the compensation of the executive members of the Board of Directors and the members of the Executive Committee comprises fixed and variable compensation elements. Fixed compensation comprises the base salary and may comprise other compensation elements. Variable compensation may take into account the achievement of specific performance targets. The total compensation shall take into account position and level of responsibility of the respective recipient.

The performance targets may include individual targets, targets of the Company, group or parts thereof, or targets in relation to the market, other companies or comparable benchmarks, taking into account the position and level of responsibility of the recipient. The Board of Directors or, to the extent delegated to it, the compensation committee of the Board of Directors (the “Compensation Committee”) shall determine the relative weight of the performance criteria and the respective target values and their achievement.

The compensation may be paid or granted in the form of cash, shares, options or other share-based instruments or units, or in the form of other types of benefits. The Board of Directors or, to the extent delegated to it, the Compensation Committee shall determine grant, vesting, exercise, restriction and/or forfeiture conditions and periods. In particular, they may provide for continuation, acceleration or removal of vesting, exercise, restriction and forfeiture conditions and periods, for payment or grant of compensation based upon assumed target achievement, or for forfeiture, in each case in the event of pre-determined events such as a change-of-control or termination of an employment or mandate agreement. The Company may procure the required shares through purchases in the market, from treasury shares or by using conditional or authorized share capital.

Role and Powers of the Shareholders’ Meeting, Board of Directors and Compensation Committee

Pursuant to Swiss law, the aggregate amount of compensation of the Board of Directors and the Executive Committee must be submitted to the annual general meeting of shareholders (the “AGM”) for a binding vote.

2

According to the Articles, shareholders will vote each year, at the AGM, on the proposals of the Board of Directors with respect to:

The Board of Directors may submit for approval at the AGM deviating or additional proposals relating to the same or different periods.

If the AGM does not approve a proposal of the Board of Directors, the Board of Directors shall determine, taking into account all relevant factors, the respective (maximum) aggregate amount or (maximum) partial amounts, and submit the amount(s) so determined for approval by a general meeting of shareholders.

The Company, or companies controlled by it, may pay or grant compensation prior to the approval by the AGM subject to subsequent approval.

The Compensation Committee consists of no less than three members of the Board, who will be (re)elected at the AGM. The members of the Compensation Committee have to be non-executive and independent, as determined in accordance with Swiss law and the Swiss Code of Best Practice for Corporate Governance. The Board of Directors appoints the chair of the Compensation Committee and fills any vacancies until the following AGM. The Compensation Committee appoints a secretary, who does not need to be a member of the Compensation Committee or a member of the Board of Directors.

The Compensation Committee supports our Board of Directors in establishing and reviewing the compensation and benefits strategy of the VectivBio group as well as in preparing the proposals to the AGM regarding the compensation of the members of the Board of Directors and the Executive Committee. The Compensation Committee may submit proposals to the Board of Directors on other compensation-related matters.

The Compensation Committee has the responsibility to, among other things:

3

In connection with our initial public offering (“IPO”), our shareholders approved the VectivBio Holding AG 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) on April 1, 2021. The purpose of the 2021 Equity Incentive Plan is to motivate and reward performance of our employees, directors, consultants and advisors and further the best interests of the Company and our shareholders. The 2021 Equity Incentive Plan is the sole means for the Company to grant new equity awards; no further grants were and will be made under 2020 Equity Incentive Plan.

Plan Administration. The 2021 Equity Incentive Plan is administered by the Compensation Committee. The Board of Directors may delegate to one or more of our officers the authority to (i) designate employees (other than officers) to receive specified awards; and (ii) determine the number of shares subject to such awards. Under the 2021 Equity Incentive Plan, the administrator has the authority to determine award recipients, the types of awards to be granted, grant dates, the number of shares subject to each award, the fair market value of our ordinary shares, and the provisions of each award, including the period of exercisability and the vesting schedule applicable to an award.

Awards and Eligible Participants. The 2021 Equity Incentive Plan provides for the grant of ordinary options, share appreciation rights (“SAR”), restricted share awards, restricted share unit awards (“RSU”), performance awards and other forms of awards to our employees, directors and consultants and any of our affiliates’ employees and consultants, and for the grant of incentive stock options (“ISO”), within the meaning of section 422 of the U.S. Internal Revenue Code of 1986, as amended, to our employees and our parent and subsidiary corporations’ employees.

As of December 31, 2022, the maximum number of ordinary shares that may be issued under the 2021 Equity Incentive Plan was 6,760,000 ordinary shares. On January 23, 2023, the Board of Directors resolved to increase such maximum number to 13,520,000 ordinary shares. The maximum number of ordinary shares that may be issued upon exercise of ISOs under the 2021 Equity Incentive Plan is 13,520,000 ordinary shares. Shares subject to awards granted under the 2021 Equity Incentive Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares will not reduce the number of shares available for issuance under the 2021 Equity Incentive Plan. Shares withheld under an award to satisfy the exercise, strike or purchase price of an award or to satisfy a tax withholding obligation will not reduce the number of shares available for issuance under the 2021 Equity Incentive Plan. If any ordinary shares issued pursuant to an award are forfeited back to or repurchased by us (i) because of a failure to meet a contingency or condition required for the vesting of such shares; (ii) to satisfy the exercise, strike or purchase price of an award; or (iii) to satisfy a tax withholding obligation in connection with an award, the shares that are forfeited or repurchased will revert to and again become available for issuance under the 2021 Equity Incentive Plan.

4

Vesting. The vesting conditions for grants under the equity incentive awards under the 2021 Equity Incentive Plan are set forth in the applicable award documentation. For existing employees and consultants, options generally vest evenly on a monthly basis over four years and RSUs generally vest on a quarterly basis over four years. For new hires, a quarter of the option awards generally vest on the first anniversary of the date of grant, and thereafter evenly on a monthly basis over the subsequent three years. A quarter of the RSUs generally vest on the first anniversary of the date of grant, and thereafter evenly on a quarterly basis over the subsequent three years.

Termination of Service and Change in Control. Except as otherwise provided in the applicable award agreement, or other written agreement between the Company and the participant, or determined by the administrator,

In the event of a termination for cause, SARs or option awards generally terminate and are forfeited immediately upon notice of termination.

Awards granted under the 2021 Equity Incentive Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined in the 2021 Equity Incentive Plan) as may be provided in the applicable award agreement or in any other written agreement between the Company or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

Plan Amendment or Termination. The Board of Directors has the authority to amend, suspend, or terminate the 2021 Equity Incentive Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of the shareholders. No ISOs may be granted after the tenth anniversary of the effective date of the 2021 Equity Incentive Plan. No awards may be granted under the 2021 Equity Incentive Plan while it is suspended or after it is terminated.

Board Composition

As of December 31, 2022, our Board of Directors was composed of seven members. Each director is elected for a one-year term. The current members of our Board of Directors were (re-)elected at our shareholders’ meetings on June 30, 2022 and December 9, 2022, respectively, to serve until our 2023 AGM.

Since we are a foreign private issuer under the rules of the SEC, and in accordance with the listing standards of The Nasdaq Global Market (“Nasdaq”), we rely on home country (Swiss) governance requirements and certain exemptions thereunder rather than on the Nasdaq stock exchange corporate governance requirements. There are no family relationships among any members of our Board of Directors or Executive Committee.

5

Board of Directors

The Board of Directors during 2022 was comprised of:

Board Committees

The Board committees during 2022 were comprised of:

6

Board Compensation Structure

Members of the Board of Directors are generally paid a fixed cash fee as set forth below and are awarded fixed annual option grants under the Company’s 2021 Equity Incentive Plan (“Annual Grants”), depending on the function exercised. Cash fees are paid quarterly; equity awards are made at the beginning of each term. The Annual Grants are not linked to the achievement of performance metrics and targets and generally vest on the earlier of (i) the first anniversary of the date of grant and (ii) the end of the current term of office upon the completion of the next annual general meeting of shareholders of the Company. According to a market benchmarking performed by our external compensation advisors Aon Solutions UK Limited, such vesting schedule is in line with the vesting practice of a majority of the Company’s peer group.

The fees have been established in light of market practice (in USD, gross).

Board Compensation Amounts (audited)

For financial year 2022, the compensation of the members of the Board of Directors was as follows (in CHF, converted from other currencies, as applicable, at the average prevailing exchange rate over the reporting period):

7

For financial year 2021, the compensation of the members of the Board of Directors was as follows (in CHF, converted from other currencies, as applicable, at the average prevailing exchange rate over the reporting period):

8

Loans to Members of the Board of Directors (audited)

As of December 31, 2021 and 2022, no loans were granted and outstanding to members of the Board of Directors.

Payments to Former Members of the Board of Directors (audited)

No payments to former members of the Board of Directors in connection with their former role or which are not at arm’s length were made with respect to the financial years 2021 and 2022.

Payments or Loans to Related Parties (audited)

No payments to related parties of members of the Board of Directors were made with respect to the financial year 2021 and 2022. As of December 31, 2021 and 2022, no loans were outstanding to related parties of members of the Board of Directors.

9

Executive Committee Composition

The Executive Committee during 2022 was comprised of:

Executive Committee Compensation Structure

Members of the Executive Committee receive a remuneration consisting of a base salary, a cash bonus, pension and other benefits, and equity instruments under the 2021 Equity Incentive Plan, as described above.

A benchmarking analysis conducted by Aon Solutions UK Limited in 2022 was taken into account to determine the base salary and the equity instruments under the 2021 Equity Incentive Plan awarded to the members of the Executive Committee for the financial year 2022. The peer group for compensation benchmarking included specific peers in the biotech and pharma industry in the United States and/or Switzerland with a similar business and financial profile as well as broader, size-appropriate comparisons in the biotech and pharma industry.

Base Salary

We believe that our base salaries are highly competitive, given the importance of attracting, motivating, and retaining persons with the necessary skills and character. The salary level is based on the scope of the position and market conditions and the individual’s profile in terms of experience and skills. Base and variable salaries are reviewed annually by the Compensation Committee, taking into account individual performance and the results of the external benchmarking as described above.

Annual Cash Bonus

We have established an annual bonus program under which bonuses may be earned by our Executive Committee (and also other employees) based on achievement of Company performance metrics, which are set in line with the corporate strategy and performance, and targets approved by the Board of Directors each year. The performance metrics and targets for financial year 2022 included the progress in development of the Company’s product candidates, corporate and other goals.

10

The achievement ratio of the performance metrics and targets relevant for the cash bonus was 110%, as the Company achieved or exceeded all of its material objectives for financial year 2022. The bonus program is intended to strengthen the link between individual compensation and success of the Company, reinforce our pay-for-performance philosophy by awarding higher bonuses to higher performing executives, and to help ensure that our compensation is competitive. Under the terms of the bonus program, the Compensation Committee will assess the achievement of the performance metrics and targets for the CEO and, upon proposal of the CEO, the other members of the Executive Committee.

Each member of the Executive Committee is eligible to receive a target bonus defined as a percentage of a member’s base salary and agreed between such member and the Company. The annual cash bonus payout is capped at maximum 200% of the target bonus.

Under certain circumstances, new members of the Executive Committee may receive replacement awards to compensate them for amounts forgone in connection with their change of employment.

Pension Plans

We operate defined benefit and defined contribution pension schemes in accordance with the local conditions and practices in the countries in which we operate.

The defined benefit schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service, and compensation. However, as is the case with many Swiss pension plans, although the amount of the ultimate pension benefit is not defined, certain legal obligations of the plan nevertheless create constructive obligations on the employer to pay further contributions to fund an eventual deficit.

For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the Company has no further payment obligations.

Social Security Charges

The Company pays social security contributions as required by applicable law.

Other Benefits

The Company pays certain non-mandatory benefits under local plans / schemes such as medical, dental, and vision benefits, disability and life insurance, flexible-spending accounting benefit plans, and child support. The Company further reimburses the members of the Executive Committee for business expenses and expenses in connection with the preparation and filing of their tax returns.

11

Executive Committee Compensation Amounts (audited)

For financial year 2022, the fixed and variable compensation of the members of the Executive Committee was as follows (in CHF, gross, converted from other currencies as applicable at the average prevailing exchange rate over the reporting period):

For financial year 2021, the fixed and variable compensation of the members of the Executive Committee was as follows (in CHF, gross, converted from other currencies as applicable at the average prevailing exchange rate over the reporting period):

12

Loans to Members of the Executive Committee (audited)

As of December 31, 2021 and 2022, no loans were granted and outstanding to members of the Executive Committee.

Payments to Former Members of the Executive Committee (audited)

No payments to former members of the Executive Committee in connection with their former role or which are not at arm’s length were made with respect to the financial year 2021 and 2022.

Payments or Loans to Related Parties (audited)

No payments to related parties of members of the Executive Committee were made with respect to the financial year 2021 and 2022. As of December 31, 2021 and 2022, no loans were outstanding to related parties of members of the Executive Committee.

Employment Agreements

We have entered into employment agreements with the members of our Executive Committee. Each of these agreements provides for a base salary and annual incentive bonus opportunity, as well as participation in certain pension and benefit plans. These agreements generally require advance notice of termination of no more than twelve months.

Some members of our Executive Committee have agreed to covenants not to compete against us or solicit our employees or customers during employment and for a period of up to one year following termination.

13

Board of Directors¹⁾

The members of the Board of Directors and their related parties, if any, held the following equity and equity-linked instruments as of December 31, 2022:

14

The members of the Board of Directors and their related parties, if any, held the following equity and equity-linked instruments as of December 31, 2021:

15

Executive Committee

The members of the Executive Committee and their related parties, if any, held the following equity and equity-linked instruments as of December 31, 2022:

16

The members of the Executive Committee and their related parties, if any, held the following equity and equity-linked instruments as of December 31, 2021:

17

Exhibit 99.3

		Ernst & Young AG Aeschengraben 27 P.O. Box CH-4002 Basel		Phone:         +41 58 286 86 86 Fax:             +41 58 286 86 00 www.ey.com/ch

Report of the statutory auditor

Report on the audit of the financial statements

		Opinion
		We have audited the financial statements of VectivBio Holding AG (the Company), which comprise the balance sheet as at 31 December 2022 and the income statement for the year then ended, and notes to the financial statements, including details of the principles applied to the annual accounts.
		In our opinion, the accompanying financial statements comply with Swiss law and the Company’s articles of association.
		Basis for opinion
		We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
		We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
		Key audit matters
		Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
		We have fulfilled the responsibilities described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

VectivBio Holding AG

Basel

FINANCIAL STATEMENTS FOR

THE PERIOD JANUARY 1, 2022 – DECEMBER 31, 2022

VectivBio Holding AG

Balance sheet in CHF

VectivBio Holding AG

Income statement for the financial year ended in CHF

VectivBio Holding AG

Notes to the financial statements in CHF

VectivBio Holding AG (the “Company”, “we”, “us”, or “our”) was founded on 22 May 2019. The registered office of VectivBio Holding AG is Aeschenvorstadt 36 in Basel, Switzerland. The financial year of VectivBio Holding AG is from the 1 January until 31 December.

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. Certain amounts reported for prior years in the financial statements and accompanying notes have been aggregated to conform to the current year’s presentation.

The Company applies an exemption to prepare additional notes, cash flow statement and management report in line with Art 961d of the Swiss Code of Obligation as VectivBio Holding AG prepares consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

On April 1, 2021, the general meeting of shareholders unanimously resolved to consolidate in a reverse share split concurrently with the registration of the ordinary capital increase all registered ordinary shares with a nominal value of CHF 0.01 each and all A Preferred Shares with a nominal value of CHF 0.01 each at a ratio of 5 to 1 into registered shares of the same category with a nominal value of CHF 0.05 each (the “Reverse Share Split”). Accordingly, all share, share-based and per share amounts for the prior period have been presented based on the adjusted number of shares, where applicable, to reflect this reverse share split.

On April 9, 2021, the Company completed its initial public offering (the “IPO”) of 8,625,000 ordinary shares, at a public offering price of USD 17.00 per share. The Company’s ordinary shares began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “VECT”.

The Company has a limited operating history and has experienced net losses and significant cash used in operating activities since inception. For the year ended December 31, 2022, the Company had a net loss of CHF 36.2 million (2021: CHF 19.7 million). Management expects the Company to continue to incur net losses for at least the next 12 months. With a remainder of CHF 201 million in cash as of December 31, 2022, the Board of Directors of the Company is of the opinion that this cash position is sufficient to continue operating through the next 12 months.

These financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Current assets are recorded at historical cost less adjustments for impairment of value.

Investments in subsidiaries are recorded at acquisition cost less adjustments for impairment of value. These investments are evaluated for impairment annually and an impairment loss is recorded when the carrying amount of such assets exceeds the fair value.

Current liabilities are recorded at historical cost.

Interest-bearing liabilities are recognized in the balance sheet at nominal.

The income from dividend is recognized when the subsidiaries’ Annual General Meeting (AGM) approves its distribution.

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through the income statement as financial income or financial expense.

Treasury shares are shares of the Company that are held mainly for the purpose of issuing shares under the Company’s equity-settled share-based payment plans for its subsidiaries’ employees and placements with investors or acquisitions.

Our principal exchange rates were as follows:

We recognize realized currency exchange gains and losses arising from business transactions and net unrealized currency exchange and translation losses in the current period earnings. The financial statements are presented in Swiss Francs (“CHF”). Foreign currency transactions are translated into the functional currency (“CHF”) using prevailing exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into CHF at rates of exchange prevailing at the reporting date. Any gains or losses from these translations are included in the income statement in the period in which they arise. Non-monetary assets and liabilities at historical costs are converted at the foreign exchange rate at the time of the transaction.

On September 30, 2018, Therachon AG, acquired 100% of the shares of GlyPharma Therapeutic Inc. (“GlyPharma”) for cash consideration of USD 7.5 million (CHF 7.3 million) and, depending on reaching the following future milestones, further contingent consideration in the total amount of maximum USD 47.5 million (CHF 46.2 million) may be payable to the former GlyPharma Therapeutic Inc. shareholders. GlyPharma is based in Canada with its principal activity was to develop the GLP-2 analog, referred to as the “Apraglutide Business”.

The upfront purchase price was paid in October 2018. The conditions for making the first milestone payment of USD 7.5 million (CHF 7.3 million) were met in December 2018. Therachon AG and the GlyPharma sellers agreed on May 8, 2019, that the second milestone payment would be paid early, but the amount would decrease from USD 20 million (CHF 19.5 million) to USD 7 million (CHF 6.8 million). The third milestone payment of USD 20 million (CHF 19.5 million) was payable upon the first patient dosing with the GlyPharma product candidate in a pivotal trial and a liquidity event in VectivBio Holding AG.

In June 2019, Therachon Holding AG acquired the 100% of the shares of GlyPharma from Therachon AG and contributed with them (including the rights and obligations under the share purchase agreement of October 2018, i.e., also the contingent liability) into the reserves from capital contributions of VectivBio Holding AG. Therefore, the obligation to pay the third milestone was transferred from Therachon Holding AG to VectivBio Holding AG.

On November 26, 2021, the USD 20 million (CHF 18.7 million) third milestone was paid. USD 10.0 million (CHF 9.3 million) was settled in cash and USD 10.0 million (CHF 9.4 million) in shares.

VectivBio AG (“VectivBio AG”) was founded on May 27, 2019, with a share capital of CHF 100’000.

During the year 2021, the Company, sole shareholder of VectivBio AG, has funded VectivBio AG’s operations in the amount of CHF 66.1 million in cash increasing the Intercompany balance. In March 2022, the Company converted CHF 50.8 million from the Other short-term receivable from companies in which the entity holds an investment into VectivBio AG’s equity.

VectivBio US Inc. (“VectivBio US”) was founded on November 22, 2019, with a share capital of USD 100.

On September 9, 2021, the Company acquired 100% of the shares of Comet Therapeutics Inc. (“Comet Therapeutics”), a pharmaceutical company based in the United States of America. The purchase consideration, including directly attributable costs, was paid in shares (CHF 1.4 million) and in cash (CHF 1.3 million) at the acquisition date for a total value of CHF 2.7 million.

The Company is required to pay up to USD 25.0 million based on the completion of several milestones related to the successful development of the research programs within the Comet platform. As of December 31, 2022, the Company considers the probability for such milestones to be remote. Accordingly, the Company has not recognized any liability in the balance sheet as of December 31, 2022.

During the year 2022, the Company, sole shareholder of Comet Therapeutics, has funded Comet Therapeutics’ operations in the amount of CHF 0.3 million in cash increasing the Intercompany balance. In June 2022, the Company converted CHF 0.3 million from the Other short-term receivable from companies in which the entity holds an investment into Comet Therapeutics’ equity.

On July 4, 2022, Comet Therapeutics, Inc. was merged into VectivBio Comet AG, taking over all assets and liabilities (including the rights and obligations under the share purchase agreement of September 9, 2021, i.e., also the contingent liability) of Comet Therapeutics, Inc. at book value.

VectivBio Comet AG (“VectivBio Comet”) was founded on October 4, 2021, with a share capital of CHF 100’000.

During the year 2022, the Company, sole shareholder of VectivBio Comet, has funded VectivBio Comet’ operations in the amount of CHF 3.3 million in cash increasing the Intercompany balance.

On July 4, 2022, Comet Therapeutics, Inc. was merged into VectivBio Comet AG, taking over all assets and liabilities, as described in Note 2.1.4.

On March 26, 2022, the Company entered into a note financing agreement (the “Original Loan”) with Kreos Capital VI (UK) Limited (“Kreos”).

The debt facility was structured to provide the EUR equivalent of up to USD 75.0 million in borrowing capacity under a master loan line (“MLL”). The MLL was comprised of two loan facilities, of which the EUR equivalent of USD 18.75 million was a convertible loan line, (the “Original Convertible Loan”) and the EUR equivalent of USD 56.25 million was a term loan line (the “Original Term Loan”), each of which could be drawn down in three tranches as follows:

The tranches of the Original Convertible Loan and the Original Term Loan under Loan A1 and Loan A2 were available for drawdown until September 30, 2022.

The Company was required to draw down the first portion of Loan A1 and Loan A2 in an amount of at least the EUR equivalent of USD 10.0 million by September 30, 2022, with the EUR equivalent of USD 2.5 million comprising the Original Convertible Loan portion (the “Minimum Convertible Note”).

The tranches of the Original Convertible Loan and the Original Term Loan under Loan B were to be available for drawdown until December 31, 2022, subject to certain conditions.

The availability of any funds under a drawdown of Loan A1, Loan A2 or Loan B was conditional upon the Company and its subsidiaries (“the Group”) having a debt-to-market capitalization ratio (where debt includes the amount of the proposed drawdown) equal to or less than 25% at the time of each drawdown, among other conditions.

The availability of any funds under a drawdown of Loan B was conditional upon the Group (i) raising USD 80 million in new equity and/or subordinated convertible debt, or other non-dilutive funds, and (ii) releasing interim data for the Phase 2 STARS Nutrition study that supports continuation of such study, among other conditions.

The Original Convertible Loan and the Original Term Loan had an interest-only repayment period until March 31, 2023, which could be extended in two extensions to June 30, 2024, at the latest, if certain conditions were met. Payments would then be composed of both interest and principal until both loans were paid off, with an end date ranging from March 31, 2025 to June 30, 2026, if the interest-only period had been extended to June 30, 2024.

The Original Convertible Loan and the Original Term Loan contained customary affirmative and negative covenants. The affirmative covenants included, among others, administrative and reporting requirements subject to certain exceptions and materiality thresholds. The negative covenants included, among others, limitations on the Company’s ability to, subject to certain exceptions, incur additional debt.

The Company may prepay all, but not part, of the Original Term Loan and the Original Convertible Loan amounts at any time, by notifying the lender at least fifteen days in advance of the first business day of each month; provided, however, that Kreos could at its option convert amounts outstanding under the Original Convertible Loan into ordinary shares after receipt of any such prepayment notification.

In connection with this agreement, the Company has paid an amount of USD 750 thousand (CHF 733 thousand) for transaction fees. As of December 31, 2022, the transaction fees have been recorded in full in the income statement as financial expenses.

Original Convertible Loan

No amounts were drawn down in connection with the Original Convertible Loan, therefore no amounts were recorded in the financial statements. Borrowing under the Original Convertible Loan was to bear interest at an implied fixed rate of 7.45% per annum.

Original Term Loan

No amounts were drawn down in connection with the Original Term Loan, therefore no amount was recorded in the financial statements. Borrowings under the Original Term Loan were to bear interest at an implied fixed rate of 8.95% per annum.

On October 12, 2022, we entered into an amendment to the Original Loan, the Amended Loan. The total amount of borrowings available under the Amended Loan remains unchanged from the EUR equivalent of up to USD 75.0 million in borrowing capacity that was provided under the MLL in the Original Loan. The MLL, as amended, is comprised of two loan facilities, of which the EUR equivalent of USD 18.75 million is a convertible loan line, or the Amended Convertible Loan, and the EUR equivalent of USD 56.25 million is a term loan line, or the Amended Term Loan, each of which may be drawn down in tranches as follows:

Subject to the same conditions described above for the Original Loans, the Amended Loan A will be available for drawdown until May 31, 2024, and the Amended Loan B will be available for drawdown until June 30, 2024. Contemporaneously with the execution of the Amended Loan, we delivered to Kreos drawdown requests under the Amended Loan A for an aggregate amount equal to the EUR equivalent of USD 10 million, or the First Compulsory Drawdown.

We must deliver to Kreos further drawdown requests under the Amended Loan A for an aggregate amount equal to the EUR equivalent of USD 10 million by September 30, 2023, or the Second Compulsory Drawdown. The Amended Loan also contains certain repayment fees and grants Kreos the right to receive additional warrants on prepayment of borrowing.

With the exception of the aforementioned differences, the key terms and conditions of the Amended Loans, including interest rates, minimum drawdowns, drawdown preconditions, and conversion terms remain unchanged from the key terms and conditions described above for the Original Loans.

Amended Convertible Loan

As of October 14, 2022, the amount of EUR 2.5 million (CHF 2.48 million) has been drawn down in connection with the Convertible Loan. Borrowing under the Convertible Loan bear interest at an implied fixed rate of 7.45% per annum.

The Minimum Convertible Note will be convertible upon draw down into 356,961 ordinary shares at a price per ordinary share of USD 7.0036. The remaining Convertible Loan amount is convertible upon subsequent drawdowns, if any, into a number of ordinary shares to be determined based on a price per ordinary share that is at a 130% premium to the volume weighted average price of shares traded during the 30-day period ending three days prior to the date of each drawdown after drawdown of the Minimum Convertible Note.

The Convertible Loan as of October 14, 2022, and as of December 31, 2022, amounts EUR 2.5 million (CHF 2.48 million) and EUR 2.5 million (CHF 2.48 million), respectively. The Company recognized the interest expense of the Convertible Loan amounting EUR 0.04 million (CHF 0.04 million) as financial expenses and, the foreign exchange loss as foreign exchange differences, respectively, in the income statement for the period.

Amended Term Loan

As of October 14, 2022, the amount of EUR 7.5 million (CHF 7.43 million) has been drawn down in connection with the Term Loan. Borrowings under the Term Loan bear interest at an implied fixed rate of 8.95% per annum.

The Term Loan as of October 14, 2022, and as of December 31, 2022, amounts EUR 7.5 million (CHF 7.43 million) and EUR 7.17 million (CHF 7.11 million), respectively. The Company recognized the interest expense of the Term Loan amounting EUR 0.16 million (CHF 0.16 million) as financial expenses and the foreign exchange loss as foreign exchange differences, respectively, in the income statement for the period.

The expected payments for the Convertible and Term loan amount EUR 0.8 million (CHF 0.8 million) in 2023 and EUR 11 million (CHF 10.8 million) between 2024 and 2026.

On March 26, 2022, in connection with the agreement with Kreos described above, the Company also granted warrants to Kreos to purchase 324,190 ordinary shares of the Company issuable upon the exercise of the warrant at an exercise price of USD 5.5243 per share and a fair value per share of USD 3.45.

The Company will grant to Kreos additional warrants to purchase ordinary shares with an aggregate value of up to a maximum of USD 1.0 million, with an exercise price per share equal to the volume weighted average price per share for the 30-day period ending three days prior to the date of the first drawdown of Loan B.

The warrants are exercisable for a period of seven years from the date of issuance.

As of December 31, 2022, the issued share capital amounted to CHF 3,369,589.50 (December 31, 2021: CHF 1,831,785.65), consisting of 62,739,265 issued and outstanding ordinary shares with a nominal value of CHF 0.05 per share (December 31, 2021: 35,973,339 issued and outstanding ordinary shares) and 4,652,525 ordinary shares held in treasury (December 31, 2021: 662,374 ordinary shares). All the issued and outstanding ordinary shares have the same voting rights.

Since January 1, 2022, the issued share capital increased as follows:

The Swiss Federal Tax Administration confirmed:

Whereas reserves from capital contributions are treated the same as a repayment of share capital the contribution from other reserves will be treated as dividend payment with withholding tax implications. The remaining CHF 175’765’110 are not yet confirmed by the Swiss Federal Tax Administration.

The value in the Investment in GlyPharma was recognized at historical value and amounted to CHF 22.9 million as per December 31, 2020. Although the company was dormant, it had partial ownership of Apraglutide’s intellectual property (“IP”).

In 2021, VectivBio Holding AG received a dividend from its subsidiary GlyPharma amounting to CHF 27.5 million of which CHF 27.1 million was in kind. This part represents the fair market value of Apraglutide IP received as dividend.

Upon the distribution in kind, the value of the investment in GlyPharma was not considered recoverable, and impaired. The total impairment for this investment amounts to CHF 23.2 million.

As of 31 December 2022, the Company had no open litigation or any other contingent liabilities outstanding except for contingent payment obligations that may be incurred upon the achievement of milestones or royalty payments under certain licensing or purchase agreements as the one for the acquisition of Comet Therapeutics.

As described in Note 2.1.4, in relation to the Comet platform, the Company is required to pay up to USD 25.0 million based on the completion of several milestones related to the successful development of the research programs within the Comet platform. As of December 31, 2022, the Company considers the probability for such milestones to be remote. Accordingly, the Company has not recognized any liability in the balance sheet as of December 31, 2022.

The breakdown of the contingent payments and the related milestones triggering a payment are disclosed below:

In connection with both the Convertible Loan and the Term Loan, the Company and each of its subsidiaries have entered into pledge agreements in respect of the Group’s worldwide intellectual property in favor of Kreos as pledgee (excluding intellectual property in respect of Apraglutide granted, issued, or pending in Japan).

VectivBio Holding AG, VectivBio AG and VectivBio Comet AG additionally entered into pledge agreements pledging (i) all of the share capital of VectivBio AG and VectivBio Comet AG, and (ii) all of the Swiss bank accounts of VectivBio Holding AG, VectivBio AG and VectivBio Comet AG, in each case, in favor of Kreos. As of December 31, 2022, VectivBio Holding AG, VectivBio AG and VectivBio Comet AG has USD 221 million in the Swiss bank accounts.

VectivBio Holding AG, VectivBio AG and VectivBio Comet AG additionally entered into an agreement guaranteeing Kreos’s claims under both the Convertible Loan and the Term Loan. VectivBio AG also assigned Kreos certain rights under licensing agreements for security purposes. Under the abovementioned security agreements, Kreos will have recourse to the relevant collateral in the event the Company defaults under the Convertible Loan and the Term Loan.

The Company does not employ own personnel, but it received charges for administrative work from its subsidiary which is disclosed as personnel expense.