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Celyad Oncology announces discontinuation of R&D activities

Mont-Saint-Guibert, Belgium, August 26, 2025, 08:30 am CET – regulated information / inside information – Celyad Oncology (Euronext: CYAD) (“Celyad” or the “Company”), today announced that it has decided to discontinue its research and development (R&D) activities and to implement a significant reduction in its R&D workforce due to limited cash resources.

This decision follows a comprehensive review of the Company’s operations, limited resources and results, and strategic options. Celyad will continue to focus its efforts on the management and licensing of its intellectual property portfolio.

Matt Kane, Chief Executive Officer of Celyad: “Celyad has long been at the forefront of innovation in CAR-T cell therapy. While this decision was not easy to make, we believe that focusing on our intellectual property portfolio is the most effective way to leverage our scientific achievements and proprietary technologies. We are committed to supporting our employees through this transition and to exploring possible collaborations with potential partners to unlock the potential of our IP assets.”

Management currently anticipates that existing cash resources will fund operations into mid Q4 2025. Given this limited cash runway, the Company continues to assess strategic options but expects that additional financing or further cost cutting measures will likely be required to support continuing operations, and Management will maintain a disciplined focus on streamlining operations and cost-containment. The Company additionally intends to sell its remaining assets to allow it to fully focus on optimizing the potential of its IP portfolio.

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Publication of a transparency notification received from Fortress Investment Group LLC (Article 14 §1 of the Law of 2 May 2007)

Mont-Saint-Guibert, Belgium, August 13, 2025, 06:30 pm CET – regulated information – Celyad Oncology SA (Euronext: CYAD) (“Celyad Oncology” or the “Company”) today announces, in accordance with Article 14 of the Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a regulated market (the “Transparency Law”), that it received a notification of transparency dated August 11, 2025, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 60%, holding 32,691,987 voting rights, i.e. 60.96% of Celyad Oncology’s voting rights.

Content of the Notification:

  • Reason of the Notification:

Acquisition or disposal of voting securities or voting rights

  • Notification by:

A parent undertaking or a controlling person

  • Persons subject to the notification requirement:

Fortress Investment Group LLC – 1345 Avenue of the Americas, New York, NY 10105 United States

CFIP CLYD (UK) Limited – 7 Clarges Street, 4th Floor, London W1J 8AE, United Kingdom

  • Date on which the threshold is crossed:

August 5, 2025

  • Threshold that is crossed (in %):

60

  • Denominator:

53,630,280

  • Notified details:
A) Voting RightsPrevious notificationAfter the Transaction
 # of voting rights# of voting rights% of voting rights
Holders of voting rights Linked to the securitiesNot linked to the securitiesLinked to the securitiesNot linked to the securities
Fortress Investment Group LLC0000.00 %0.00 %
CFIP CLYD (UK) Limited29,358,65432,691,987060.96%0.00 %
Subtotal29,358,65432,691,987 60.96% 
 TOTAL32,691,987060.96%0.00 %
B) Equivalent financial instrumentsAfter the transaction
Holders of equivalent financial instrumentsType of financial instrumentExpiration date
    		Exercise period or date# of voting rights that may be acquired if the instrument is exercised% of voting rightsSettlement
     
TOTAL 00.00% 
TOTAL (A & B)  # of voting rights% of voting rights
CALCULATE32,691,98760.96%
  • Full chain of controlled undertakings through which the holdings is effectively held:
    • CFIP CLYD (UK) Limited (“CFIP UK”), a UK limited liability company directly holds 32,691,987 voting rights in the issuer. 
    • CFIP CLYD LLC, a Delaware limited liability company (“CFIP”), is the parent of CFIP UK.
    • FIP II UB Investments LP, a Delaware limited partnership (“FIP II”), holds 50% of the membership interests in CFIP.
    • FIP Fund II GP LLC, a Delaware limited liability company (“FIP II GP”), is the general partner of FIP II.
    • Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the parent of FIP II GP and indirectly controls the general partners of certain investment funds that hold membership interests in CFIP. 
    • FIG LLC, a Delaware limited liability company (“FIG LLC”), is an investment advisor registered with the US Securities and Exchange Commission and indirectly controls the investment advisers to certain investment funds that hold membership interests in CFIP.
    • Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP.
    • FIG Blue LLC (formerly known as FIG Corp.), a Delaware limited liability company (“FIG Blue”) is the general partner of FOE I.
    • Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”) is the sole owner of FIG Blue.  Fortress, acting through the investment advisers owned and controlled by FIG LLC, holds discretionary authority over the funds that indirectly hold the membership interests in CFIP, and can exercise the voting rights associated therewith without any instruction from its clients  
  • Additional information:

This transparency notification covers the crossing of the 60% threshold due to a capital increase on 5 August 2025 whereby CFIP CLYD (UK) Limited received 3,333,333 additional shares of Celyad Oncology. As a result, CFIP CLYD (UK) currently holds 32,691,987 voting rights.

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Information on the Total Number of Voting Rights and Shares (Article 15 of the Law of 2 May 2007)

Mont-Saint-Guibert, Belgium; August 7, 2025, 06:30 pm CET; regulated information – Celyad Oncology (Euronext: CYAD) (the “Company” or “Celyad Oncology”), today announces the below information following the issuance, on August 5, 2025, of 3,333,333 new shares of Celyad Oncology to an affiliate of Fortress Investment Group. As a result, the Company’s share capital has been increased to 9,216,154.53 EUR and is represented by 44,761,905 shares.

This information is published in accordance with Article 15 of the Belgian Law of 2 May 2007 on the disclosure of major participations in issuers whose shares are admitted to trading on a regulated market and regarding miscellaneous provisions.

Figures – Modified on August 5, 2025, following the capital increase:

Total amount of share capital (EUR)9,216,154.53
Total Number of shares with single voting rights35,893,530
Total Number of shares with double voting rights8,868,375
Total Number of Shares44,761,905
Total of voting rights53,630,280
Total number of attributed warrants3,856,134
Total number of shares with voting rights that could be created following the exercise of the attributed warrants3,856,134
Total number of diluted shares (Outstanding shares + Warrants)48,618,039
Total number of diluted shares with voting rights57,486,414

Contact person for regulated information (financial, transparency)

By law, any transparency declaration must be sent to our Company by email to the attention of Matthew Kane, Chief Executive Officer (CEO): investors@celyad.com.

Further questions about the content of this release can be sent to investors@celyad.com.

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Celyad Oncology announces €1 Million Private Placement

Mont-Saint-Guibert, Belgium; July 28, 2025, 10:00 pm CET; regulated information / inside information – Celyad Oncology (Euronext: CYAD) (the “Company” or “Celyad”) today announced that it has entered into a subscription agreement for a private placement financing.

Under the terms of the agreement, CFIP CLYD (UK) Limited (“Fortress”) will subscribe to a capital increase for an aggregate amount of €1 million in exchange for 3,333,333 newly issued ordinary shares of Celyad. The shares will be issued at a subscription price of EUR 0.30 per share, which represents a 15% discount to the volume-weighted average price (VWAP) of Celyad’s shares on Euronext Brussels over the ten (10) trading days preceding the date of signing. Fortress’s subscription commitment is subject to customary conditions precedent. The closing is expected to take place on or around August 5, 2025. CFIP CLYD (UK) Limited is an affiliate of Fortress Investment Group.

The private placement is being conducted within the limits of the Company’s authorized capital as approved by the Extraordinary Shareholders’ Meeting of 14 November 2023, with cancellation of the preferential subscription rights of the existing shareholders in favor of Fortress. Following and subject to the issue of the shares to Fortress, Fortress is expected to hold approximately 58.51% of the Company’s shares.

The net proceeds of the placement will be used to support the working capital of the Company for general corporate purposes.  The Company believes that following the close of the private placement, its cash runway will be extended from mid Q3 2025 to mid Q4 2025 which will give additional time for the Company to evaluate its strategic options to strengthen its balance sheet.

As Fortress qualifies as a related party of the Company, the board of directors applied Article 7:97 of the Belgian Code of Companies and Associations (the “BCCA”), which requires, among other things, the intervention of a committee of independent directors to give an opinion to the board of directors. The conclusions of the committee’s opinion is as follows: “The Committee has assessed the envisaged Transaction in light of the criteria included in article 7:97 of the BCCA and concluded, in view of the Company’s financial situation and cash flow requirements, after considering and examining alternative funding options and taking into account the interest of all stakeholders, that the expected advantages of the Transaction outweigh the expected disadvantages thereof, which leads to the conclusion that the Transaction is to the advantage and in the interest of the Company. The Transaction is in line with the Company’s strategic policy and is not manifestly unreasonable and the Committee affirms its positive advice in relation to the Transaction”. The directors previously appointed by Fortress did not participate in the deliberations or votes.

In light of the Company’s limited cash runway, the board of directors believes that the envisaged capital increase is in the best interests of the Company and its stakeholders because, if completed, the capital increase will give additional time for the Company to evaluate its strategic options to strengthen its balance sheet. In accordance with article 7:97 of the BCCA, the Company’s auditor has issued a report on the accounting and financial information contained in the committee’s opinion and the board minutes approving the related party transaction. The auditor’s conclusion in this respect is as follows: “Based on our assessment, nothing has come to our attention that causes us to believe that the accounting and financial information included in the advice of the committee of independent directors dated July 23, 2025 and in the minutes of the Board of Directors dated July 23, 2025, justifying the proposed transaction, is not fair and sufficient, in all material respects, with regard to the information available to us within the scope of our mission.”  

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Celyad Oncology announces strategic review

Mont-Saint-Guibert, Belgium; June 24, 2025, 7:00 pm CET – Celyad Oncology (Euronext: CYAD) (the “Company” or “Celyad”) today announced that it is conducting a comprehensive review of strategic alternatives. Given the Company’s current financial position and the general state of biotech market, this review now includes potential asset sales, operational and organizational restructuring, and possible mergers or business combination, in addition to potential financing from the public or private sale of equity, debt financings or funds from other capital sources, partnerships, and licensing of assets that the Company has been evaluating. The evaluation is ongoing, and Celyad emphasized that no decisions have been made at this time. The Company’s goal is to identify the best path to strengthen its balance sheet and maximize value for shareholders. There can be no assurance that this process will result in the Company pursuing a transaction or any other strategic outcome.

As of December 31, 2024, Celyad reported a treasury position of €4.2 million. Management reiterates that existing cash will fund operations only into the third quarter of 2025. In light of this limited cash runway, the Board of Directors of Celyad noted that additional financing or a strategic transaction will likely be needed to support continuing operations. Celyad has already initiated refinancing discussions with investors and advisors to address its funding needs.

In parallel with the strategic review, Celyad has continued to streamline its operations and reduce costs. The Company’s research and development (R&D) expenses fell to €3.2 million in 2024 (from €4.6 million in 2023), while general and administrative (G&A) expenses were €3.2 million in 2024 (down from €6.0 million in 2023). These reductions reflect Celyad’s leaner structure, achieved through project prioritization and headcount reductions.

Matt Kane, Chief Executive Officer of Celyad, commented: “The Board is now exploring multiple strategic alternatives. Potential options include forming collaborations or co-development partnerships, licensing or selling select technology platforms, merging with a complementary company, and reorganizing internal operations to further reduce expenses. Celyad has already taken steps towards some of these goals: the Company is currently in discussion with potential partners for out-licensing deals on its CAR-T and shRNA platforms. ”

Celyad reiterated this process is exploratory, and no final determinations have been made.

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Celyad Oncology reports full year 2024 financial results and recent business highlights

Mont-Saint-Guibert, Belgium; April 02, 2025, 7:00 pm CET; regulated information – Celyad Oncology (Euronext: CYAD) (the “Company”), today announces its financial results for the fiscal year ended December 31, 2024, and provides a business update.

Matt Kane, Chief Executive Officer of Celyad Oncology, commented: “2024 was an important and highly productive year for the Company as it emerged with a lean and efficient new structure. I am incredibly proud of the resilience and ingenuity demonstrated by the team throughout the year.”

2024 business highlights

  • Monetization of its innovative approaches and technologies is a key objective. Celyad Oncology is progressing in this regard and is currently in discussion with potential partners for selected out-licensing of its technologies;
  • The Company continues to address current deficiencies in CAR-T approaches. It has published a review highlighting non-gene editing technologies for allogeneic CAR T-cell therapies in Cells[1] and a review providing an overview of engineering strategies to safely drive CAR T-cells into the future in Frontiers in Immunology [2];
  • In response to the request expressed by several companies and academic institutions engaged in gene and cell therapies for cardiac applications, the Company has re-initiated the manufacturing and commercialization of C-Cath®, an intra-myocardial injection catheter developed and owned by the Company.

2024 operational highlights

  • Multiplex micro ribonucleic acid (miRNA)-based short hairpin RNA (shRNA) non-gene edited technology platform  
    • Last year, the company introduced a chimeric micro-RNA (miRNA) cluster to enable multiplexing of shRNAs, and downregulation of up to four target genes simultaneously in CAR T-cells.  In 2024, we further advanced this technology by expanding the platform to a 5-plex system. The novel chimeric cluster demonstrated high efficiency in knocking down five highly relevant genes in CAR T-cells simultaneously. Notably, our non-gene editing technology enabled independent modulation of each target gene to achieve the desired expression levels, thus fine-tuning the functional outcomes based on the specific biology of each target.
    • The feasibility and effectiveness of our multiplex approach to improve allogeneic CAR T-cell viability by avoiding graft-versus-host disease (GvHD) and host-versus-graft (HvG) reaction and promoting cell persistence was demonstrated. Additionally, the feasibility of this platform to withstand the immunosuppressive tumor microenvironment was further demonstrated. Lastly, the secretion of specific cytokines was modulated as a way to reduce the risk of CAR T-cell-related toxicity, and cytokine release syndrome, thus enhancing CAR T-cell safety. 
  • Multispecific NKG2D-based CAR T-cell platform
    • PSMA/NKG2DL tandem CAR T-cells, that encompass the extracellular domain of the natural NKG2D receptor fused to an anti-PSMA CAR to overcome antigen heterogeneity were developed and demonstrated these CAR constructs are fully functional in vitro against prostate cancer cell lines that are positive or negative for the tumor-associated antigen PSMA. In vivo data confirmed the superiority of both PSMA/NKG2DL tandem CAR T-cells and NKG2DL single CAR T-cells over PSMA single CAR T-cells in a heterogeneous model of prostate cancer. These data provide a proof-of-concept that NKG2DL are valuable targets in a multispecific CAR approach to treat solid cancer indications; 
    • In addition, the in vivo proof-of-concept of the previously developed CD19/NKG2DL tandem CAR T-cell candidate was provided in a B-ALL relapse model, showing that the Company’s multispecific CAR T-cell candidate has an enhanced anti-tumor efficacy in a lymphoma model of antigen-loss as compared to currently existing treatment options.

Full year 2024 financial review

As of December 31, 2024, the Company’s Treasury position amounts to €4.2 million.

The Company projects that its existing cash and cash equivalents should be sufficient to fund operating expenses and capital expenditure requirements into the third quarter of 2025. Hence, its existing cash and cash equivalents will not be sufficient to fund its estimated operating and capital expenditures over at least the next 12 months from the date that the financial statements are issued.

Refinancing discussions are ongoing.

Key financial figures for full-year 2024, compared with full-year 2023, are summarized below:

Selected key financial figures (€ millions)Full year 2024Full year 2023
Revenue                                                                           0.20.1
Research and development expenses(3.2)(4.6)
General and administrative expenses(3.2)(6.0)
Other income/(expenses)0.42.1
Operating loss(5.9)(8.5)
Loss for the period/year(5.8)(8.5)
Net cash used in operations(2.8)(15.2)
Treasury position (1)4.27.0

 (1) “Treasury position” is an alternative performance measure determined by adding Short-term investments and Cash and cash equivalents from the statement of financial position prepared in accordance with IFRS. Management’s purpose of this measure is to identify the level of cash available internally (excluding external sources of financing) within 12 months.

Research and Development (R&D) expenses were €3.2 million in 2024 as compared to €4.6 million in 2023, a year-over-year decrease of €1.4 million. The decrease in the Company’s R&D expenses is primarily driven by the Company’s continuous efforts to reduce significantly the preclinical and clinical costs following the change of business strategy by the Company end of 2022. Furthermore, employee expenses have decreased compared with the year 2023 as a consequence of the Company’s reorganization for the new business model in 2022 and 2023.

General and Administrative (G&A) expenses were €3.2 million in 2024 as compared to €6.0 million in 2023, a decrease of €2.8 million. This decrease is primarily related to the decrease of insurances costs, the decrease of employee and consulting fees expenses due to headcount reduction and management changes.

Until December 31, 2024, Management has determined that there has been no event (such as a firm sublicense or collaboration contract) that led to a change in fair value of the contingent consideration and other financial liabilities towards Dartmouth and Celdara.

The Company’s other income decrease of €1.9 million is mainly related to lower grants income from the Walloon Region of €0.8 million coupled to a one-time income of €1.1 million generated by the sale of certain fixed assets to Cellistic in 2023.

Net loss for the year ended December 31, 2024, was €5.8 million, or €0.14 per share, compared to a net loss of €8.5 million, or €0.34 per share, for the same period in 2023. As noted above, the decrease in net loss between periods was primarily due to the decrease of R&D and General and administrative expenses in 2024.

Net cash used in operations for the year ended December 31, 2024, which excludes non-cash effects, amounted to €5.7 million, which is far below the net cash used in operations of €15.2 million for the year ended December 31, 2023.

Alarm bell status

The net assets of the Company per 31 December 2024, on a BE-GAAP non-consolidated basis, having fallen below twenty-five percent of the Company’s capital, the board of directors will submit to the ordinary shareholders meeting on the 20th of May 2025 the proposal to continue the Company’s activities in accordance with article 7:228 of the Belgian Code for Companies and Associations. The board of directors will publish a special report in this respect, by the 18th of April 2024 together with the convening notice with proposed resolutions for the shareholders’ meeting.

Annual Report 2024

The Annual Report for the year ended December 31, 2024 will be published on April 04, 2025, and will be available on the Company’s website, www.celyad.com. The Company’s statutory auditor, BDO Réviseurs d’Entreprises SRL, has confirmed that the completed audit has not revealed any material misstatement in the consolidated financial statements. BDO also confirmed that the accounting data reported in the press release are consistent, in all material respects, with the consolidated financial statements from which it has been derived.

Financial Calendar 2025

May 20th, 2025Annual shareholders meeting
September 25th, 2025First Half 2025 Interim Results

The financial calendar is communicated on an indicative basis and may be subject to change.

[1] Cells 2024;13(2):146

[2] Front Immunol. 2024:15:1411393

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