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Form 424B5 ProQR Therapeutics NV

Filed Pursuant to Rule 424(b)(5)

Registration number 333-263166


Up to 3,665,224

Ordinary actions

This Prospectus relates to the resale or other disposition, from time to time, by the Selling Shareholders identified in this Prospectus, and any of their respective donees, pledgees, assignees or other assignees, of up to 3,665 224 of our ordinary shares of stock, with a par value of €0.04 per share, issuable pursuant to the terms of certain convertible bonds due 29 June 2026 (the “Convertible Bonds”) and warrants issued to holders of Convertible Bonds (the “Warrants”), as further described in this prospectus.

The number of ordinary shares registered hereunder consists of: (i) 3,288,272 ordinary shares issuable upon conversion of the convertible notes, which convertible notes are convertible into shares of our ordinary shares at a conversion price of $11.9379 per share; and (ii) 376,952 common shares issuable upon exercise of the warrants, which warrants are exercisable for shares of our common stock at an exercise price of $11.9379 per share. The number of ordinary shares registered by the Holder represents a good faith estimate of the number of ordinary shares which will be issued upon conversion of the Convertible Bonds, assuming, for the purposes hereof, that the Convertible Bonds will bear interest until June 29, 2026, at a rate of 8.2% per annum. If the Convertible Notes are converted after the Holder has paid a portion of the balance of principal or accrued interest on the Convertible Notes, the actual number of shares issuable to Selling Shareholders upon conversion of the Convertible Notes, if any , could be significantly lower than 3,288,272 shares. of common stock based on the amount of principal and accrued but unpaid interest that converts into common stock at that time. This presentation is not intended to constitute an indication or prediction of the date on which the selling shareholders will convert, if any, the Convertible Bonds into ordinary shares.

We are registering the resale of our common stock covered by this prospectus as required by a registration rights agreement we entered into in connection with a private transaction involving the selling shareholders, as further described in this prospectus. . We will not receive any proceeds from the sale of Common Shares by Selling Shareholders.

The selling shareholders and their respective donees, pledgees, assignees or other assignees may offer the common shares in one or more transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to the market price , at variable prices determined at the time of sale, or at negotiated prices, or on stock exchanges for our common shares. Additional information about Selling Shareholders, and when and how they may offer and sell our Common Shares under this Prospectus, is provided under “Selling shareholders” and “Distribution Planin this flyer.

Selling Shareholders may sell some or all of the Securities offered by this Prospectus from time to time and we do not know when or for what amount Selling Shareholders may sell the Shares hereunder after the effective date of this Prospectus. registration statement of which this prospectus forms a part.

Our common stock is listed on the Nasdaq Global Market under the symbol “PRQR”. On February 23, 2022, the last published sale price of our common stock on the Nasdaq Global Market was $1.07 per share.

ProQR Therapeutics NV is a limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands. Our main executive offices are located at Zernikedreef 9, 2333 CK Leiden, The Netherlands. Our telephone number at this address is +31 88 166 7000.

Investing in our securities involves a high degree of risk. See the section titled “Risk factorsbeginning on page 8 of this Prospectus and those contained in the applicable Prospectus Supplement and any related Free Draft Prospectus, and other documents incorporated by reference into this Prospectus or the applicable Prospectus Supplement.

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined whether this prospectus is true or complete. Any representation to the contrary is a criminal offence.

The date of this prospectus is March 9, 2022.