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 September 2020

Commission File Number: 001-38281

ERYTECH Pharma S.A.

(Translation of registrant’s name into English)

60 Avenue Rockefeller

69008 Lyon France

(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    ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K and Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-232669) and registration statements on Form S-8 (File Nos. 333-222673, 333-232670 and 333-239429), of ERYTECH Pharma S.A. (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Half-Year Financial Report for the Six Months Ended June 30, 2020

The Company’s half-year financial report, including its unaudited condensed consolidated financial statements as of June 30, 2020, is attached to this Report on Form 6-K as Exhibit 99.1 hereto and is incorporated by reference herein.

EXHIBIT INDEX

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

“I hereby certify that, to my knowledge, the condensed consolidated financial statements for the six-month period ended June 30, 2020 were prepared in accordance with applicable accounting principles and give a fair view of assets, financial position and results of the Company and all companies included in the scope of consolidation, and the half-year business report attached provides an accurate picture of the significant events during the first six months of the financial year, of their impact on the half-year financial statements, of the major transactions with related parties as well as a description of the main risks and uncertainties for the remaining six months of the financial year”.

Lyon, September 21, 2020

Gil BEYEN

Chief Executive Officer

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February 2020:

March 2020:

April 2020:

May 2020:

June 2020:

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The Company’s lead product candidate, eryaspase, is currently being evaluated in three clinical trials, each a different indication: pancreatic cancer, triple-negative breast cancer (TNBC) and acute lymphoblastic leukemia (ALL).

After having obtained positive results in a Phase 2b clinical trial in second line metastatic pancreatic cancer in 2017, a Phase 3 clinical trial, named TRYbeCA-1, was designed and initiated to evaluate eryaspase in combination with standard chemotherapy compared to chemotherapy alone. The trial is planned to enroll approximately 500 patients at approximately 100 clinical sites in Europe and the United States. Eligible patients are randomized 1-to-1 to receive eryaspase in combination with standard chemotherapy (gemcitabine/nab paclitaxel or an irinotecan based regimen) or chemotherapy alone.TRYbeCA-1 has received clinical trial approvals in all eleven participating countries in Europe and in the United States. At the end of June 2020, more than 85% of the patients had been enrolled. Complete enrollment is expected by year-end 2020. The primary endpoint of the trial is overall survival (OS). An interim efficacy analysis, planned for when approximately two-thirds of death events will have occurred, is expected in the first quarter of 2021. Since the interim analysis will not include a test for futility, there will be two possible outcomes: (1) the trial will either continue toward a final analysis, expected in the second half of 2021, or (2) the trial will be stopped for superiority if the primary endpoint is met by demonstrating a significant improvement in overall survival (OS). In April 2020, the FDA granted the Company Fast Track Designation for the development of eryaspase as a second-line treatment of patients with metastatic pancreatic cancer.

Triple-negative breast cancer (TNBC) is the next therapeutic indication for the Company’s product candidate, eryaspase, in solid tumors. At the end of 2018, the Company launched a proof-of-concept Phase 2/3 clinical trial in first-line metastatic TNBC in Europe, named TRYbeCA-2. The trial is evaluating eryaspase in combination with gemcitabine and carboplatin chemotherapy, compared to chemotherapy alone. The primary endpoint is objective response rate. The Phase 2 part of the trial was launched in Europe with the first patient enrolled in June 2019, and to date, the trial has enrolled approximately 20% of the target enrollment of approximately 64 patients.

Finally, in acute lymphoblastic leukemia (ALL), a Phase 2 clinical trial, sponsored by the Nordic Society of Pediatric Haematology and Oncology (NOPHO) is ongoing in the Nordic and Baltic countries of Europe. The Phase 2 trial is evaluating the safety and activity of eryaspase in primarily pediatric ALL patients who developed hypersensitivity reactions to pegylated asparaginase. The trial reached its target enrollment of 50 patients in June 2020. Preliminary findings, report in June 2020, suggested that eryaspase achieved the target level and duration of asparaginase activity in these patients, with an acceptable tolerability profile. Initial feedback obtained from the FDA confirmed that ALL patients experiencing hypersensitivity to pegylated asparaginase represents an unmet medical need given the limited available treatment choices for these patients. The Company expects NOPHO to report final results by the end of 2020.

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Alongside the development of eryaspase (GRASPA®), ERYTECH has conducted extensive research to identify additional therapeutic enzymes that could induce tumor starvation by targeting cancer cells’ metabolism, and whose encapsulation in red blood cells (RBC) with the Company’s proprietary ERYCAPS® technology, could be relevant. Under this research program, a second product candidate, erymethionase, which consists of the encapsulation of methionine gamma-lyase (MGL) in RBC, is currently in preclinical development. Subject to ongoing further feasibility assessments and financial resources, the Company may launch the clinical development of erymethionase.

Further leveraging its ERYCAPS® technology platform, the Company has developed two preclinical programs: (1) the ERYMMUNE project, which aims at using antigen-loaded RBC to induce an immuno-modulation response, and (2) the ERYZYME project, which uses RBC-encapsulated enzymes to treat rare and chronic metabolic diseases.

Both ERYZYME and ERYMMUNE projects have been developed and incubated preclinically in view of exploring various value creation options, including partnerships. Notably, the Company’s partnership with SQZ Biotechnologies in June 2019 to advance novel RBC-based therapeutics for immune modulation is an example of this value creation strategy.

To meet the demand for supply of eryaspase in new clinical trials and to ensure the supply of eryaspase for the initial marketing phase in the event of regulatory approval in the future, the Company has built a large-scale production facility in Princeton, New Jersey, United States. This new facility began production in March 2020 for the TRYbeCA-1 trial and is currently only equipped for partial clinical-phase capacity.

Operating income

The Company does not generate any revenue from product sales considering its stage of development.

Revenues from licenses or other contracts as of June 30, 2019 are mainly linked to the license agreement signed with SQZ Biotechnologies.

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Operating expenses

The research and development expenses are broken down as follows:

The increase in research and development expenses is mainly due to:

The general and administrative expenses are broken down as follows:

Financial income (loss)

Financial income is mainly comprised of:

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Cash position

As of June 30, 2020, the Company had cash and cash equivalents of €45.4 million , as compared to €73.2 million as of December 31, 2019, representing a cash utilization of €27.7 million during the first half of 2020. The cash was primarily used as part of the operating activities in connection with the ongoing clinical trials of eryaspase for the treatment of solid tumors, particularly the TRYbeCA-1 Phase 3 clinical trial of eryaspase for the treatment of pancreatic cancer.

In the second half of 2020, ERYTECH will mainly focus on the execution of its clinical development strategy with:

As part of the convertible notes’ agreement signed in June 2020, the Company issued two tranches of €3.0 million (60 OCABSA) each on July 6, 2020 and on August 24, 2020, respectively.

Transactions with related parties are consistent with those set out in items 6.B “Compensation” and 7.B “Related party transactions” of the Company’s Annual Report on Form 20- F for the year ended December 31, 2019 filed with the United States Securities and Exchange Commission (“SEC”) on March 18, 2020 (the “2020 Annual Report”).

The remuneration of directors and other members of the executive committee is disclosed in the note 5 of the Company’s unaudited interim condensed consolidated financial statements.

The risks and uncertainties likely to have a significant impact on the Company’s financial situation and results are consistent with those set out in Item 3.D “Risk Factors” of the Company’s 2020 Annual Report.

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The Company has also determined the following new risks with which it could be exposed:

Risk related to the inclusion of biotechnology in the list of critical technologies subject to foreign investment control procedure

As a result of the implementation of Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union, the list of sectors of activity which are the subject of a control by the French authorities has been extended to cover foreign investments in additional economic sectors. Prior authorization of the Minister of Economy is required for investments in: (i) businesses participating, even occasionally, under the exercise of French official authority, (ii) businesses that would be liable to negatively impact public order, public security or the national defense interest, as well as (3) business focused on research, production or trade of arms, ammunition, gunpowder and explosive substances.

A foreign direct investment will be subject to authorization where there is an (i) acquisition of control, under article L.233-3 of the French Commercial Code, of an entity subject to French law, (ii) where a party acquires all or part of a branch of an entity subject to French law, (iii) or where a party crosses directly or indirectly, and acting alone or in concert, the 25% voting rights threshold of an entity subject to French law.

The French government has adapted the foreign investment control procedure in France within the context of the ongoing COVID-19 pandemic in two ways: (i) the inclusion, by a ministerial order of 27 April 2020, of biotechnologies in the list of critical technologies and (ii) the addition, by a decree of 22 July 2020, of the threshold of 10% of voting rights of a company subject to French law whose securities are listed on a stock exchange as triggering the control procedure.

The Decree of 22 July 2020 currently provides that this new 10% threshold will be effective until 31 December 2020 and a rapid review procedure for foreign investments exceeding this threshold.

If an investment in the company subject to prior authorization is realized without this authorization having been granted, the Minister will be able to order the investor, subject to a fine for non-performance, to: (i) file an authorization application, (ii) restore the previous situation, or (iii) amend the investment and, if he considers that the conditions for the authorization have not been met, the Minister may also revoke the authorization or order the investor, subject to a fine for non-performance, to comply with the authorization. In both cases, he may also take protective measures.

Furthermore, an investor who has carried out a transaction without prior authorization or has not complied with the orders or measures set by the French Minister of Economy will be liable to a fine of up to the greater of the following amounts: (i) double the amount of the irregular investment, (ii) 10% of the turnover (excluding taxes) of the company, (iii) five million euros for legal entities, and (iv) one million euros for individuals.

Inclusion of biotechnologies in the list of critical technologies subject to foreign investment control procedure is a risk for the Company in that it constitutes a potential disincentive for foreign investors and could therefore limit access to foreign sources of funding. These recent changes apply from the date of their entry into force and therefore do not an impact on investments exceeding the 10% voting rights threshold realized by foreign investors before the date of 22 July 2020.

Risk related to note warrant transaction consisting of tranches of convertible bonds with warrants attached (OCABSA)

On 24 June 2020, the Company signed an agreement with the Luxembourg-based European High Growth Opportunities Securitization Fund represented by its asset manager European High Growth Opportunities Manco SA for the issuance of convertible notes whereby the investor committed to subscribe up to a maximum of €60 million in the event of conversion of all the notes, subject to the regulatory limit of 20% dilution, unless further authorized. The notes come with share warrants representing 10% of the nominal amount of the issued notes whose exercise price was fixed at €8.91 and represents a 20% premium over the lowest volume-weighted average daily price of the share over the reference period preceding the issue of the first tranche.

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The Company issued two tranches of €3 million on July 6, 2020 and on August 24, 2020, respectively and could decide to issue additional tranches up to a maximum of €54 million until June 2022, subject to the regulatory limit of 20% dilution, currently representing approximately €42 million.

By using this financing program, the Company may encounter the following adverse effects:

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

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NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The notes are an integral part of the accompanying unaudited interim condensed consolidated financial statements. The unaudited interim condensed consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on September 18, 2020.

1. DESCRIPTION OF THE BUSINESS

ERYTECH Pharma S.A. (“ERYTECH,” and together with its subsidiary the “Company”) is incorporated in Lyon, France, and was founded in 2004 to develop and market innovative red blood cell-based therapeutics for cancer and orphan diseases. The Company’s most advanced product candidates is being developed for the treatment of pancreatic cancer.

The Company has incurred losses and negative cash flows from operations since its inception and had shareholders’ equity of €51,109 thousand as of June 30, 2020 as a result of several financing rounds, including its initial public offering on Euronext Paris and its global public offering on the Nasdaq Stock Market. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenue from its product candidates in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates.

The Company’s future operations are highly dependent on a combination of factors, including: (i) the success of its research and development; (ii) regulatory approval and market acceptance of the Company’s proposed future products; (iii) the timely and successful completion of additional financing; and (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies. As a result, the Company is and should continue, in the short to mid-term, to be financed through partnership agreements for the development and commercialization of its drug candidates and through the issuance of new debt or equity instruments.

The accompanying unaudited interim condensed consolidated financial statements and related notes (the “Unaudited Interim Condensed Consolidated Financial Statements”) present the operations of ERYTECH Pharma S.A. and its subsidiary, ERYTECH Pharma, Inc.

Major events of the first half of 2020

Business

February 2020:

March 2020:

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April 2020:

May 2020:

June 2020:

Management

February 2020:

March 2020:

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2. STATEMENT OF COMPLIANCE

2.1 Basis of preparation

The Company’s loss-making situation is explained by the innovative nature of the products developed, therefore involving a multi-year research and development phase and the Company has historically financed its growth by strengthening its equity in the form of capital increases and issuance of convertible bonds.

At the approval date of the Unaudited Interim Condensed Consolidated Financial Statements, the Board of Directors believes that the Company will be able to fund its operations until the end of September 2021, considering:

Considering the above factors and assumptions, the Unaudited Interim Condensed Consolidated Financial Statements were approved by the Board of Directors with the underlying assumptions of going concern as the Company believes that it is able to fund its operations for at least 12 months after the closing date.

2.2 Statement of compliance

The Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34, Interim financial reporting, as issued by the International Accounting Standard Board (“IASB”) and were approved in a changing context linked to COVID-19 and authorized for issuance by the Board of Directors of the Company on September 18, 2020.

Due to the listing of ordinary shares of the Company on Euronext Paris and in accordance with the European Union’s regulation No. 1606/2002 of July 19, 2002, the Unaudited Interim Condensed Consolidated Financial Statements of the Company are also prepared in accordance with IAS 34, Interim financial reporting, as adopted by the European Union (EU).

As of June 30, 2020, all IFRS that the IASB had published and that are mandatory are the same as those adopted by the EU and mandatory in the EU. As a result, the Unaudited Interim Condensed Consolidated Financial Statements comply with International Financial Reporting Standards as published by the IASB and as adopted by the EU.

As condensed financial statements, they do not include all information that would be required by the full IFRS standards. They must be read in conjunction with the consolidated financial statements for the year ended December 31, 2019.

Except for the standards applicable as of January 1, 2020 described below, the standards applied in the preparation of the Unaudited Interim Condensed Consolidated Financial Statements are the same as those applied to prepare the financial statements as of December 31, 2019.

The Company adopted the following standards, amendments and interpretations that are mandatory as of January 1, 2020:

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These new texts did not have any significant impact on the Company’s results or financial position. The standards and interpretations that are optionally applicable to the Company as of June 30, 2020 were not applied in advance.

There are no recently issued accounting pronouncements that may be relevant to the Company’s operations.

2.3 Scope of consolidation

Details of the Company’s subsidiary as of June 30, 2020 are as follows:

There was no change in the scope of consolidation during the period.

2.4 Foreign currencies

Functional Currency and Translation of Financial Statements into Presentation Currency

The Unaudited Interim Condensed Consolidated Financial Statements are presented in euros, which is also the functional currency of the parent company, ERYTECH Pharma S.A. (the “Parent Company”).

The exchange rates used for the translation of the financial statements of ERYTECH Pharma, Inc. are as follows:

2.5 Use of estimates and judgments

The preparation of the Unaudited Interim Condensed Consolidated Financial Statements in accordance with the rules prescribed by the IFRS requires the use of estimates and the formulation of assumptions having an impact on the financial statements. These estimates can be revised where the circumstances on which they are based change. The actual results may therefore differ from the estimates initially formulated. The main areas of estimates are described in the annual consolidated financial statements. The COVID-19 pandemic has not led to the use of new significant estimates or judgements.

2.6 Presentation of the statement of income (loss)

The Company presents its statement of income (loss) by function. As of today, the main activity of the Company is research and development. Consequently, only research and development expenses and general administrative expenses functions are considered to be representative. This distinction reflects the analytical assignment of the personnel, external expenses and depreciation and amortization. The detail of the expenses by nature is disclosed in note 3.2.

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2.7 Segment reporting

In accordance with IFRS 8, “Operating Segments,” reporting by operating segment is derived from the internal organization of the Company’s activities; it reflects management’s viewpoint and is established based on internal reporting used by the chief operating decision maker (the Chief Executive Officer) to allocate resources and to assess performance.

Information per business segment

The Company operates in a single operating segment: the conducting of research and development of innovative red blood cell-based therapeutics for cancer and orphan diseases in order to market them in the future.

Information per geographical segment

2.8 Events after the close of the reporting period

As part of the convertible notes’ agreement signed in June 2020, the Company issued two tranches of €3 million (60 OCABSA) on July 6, 2020 and on August 24, 2020, respectively.

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3. NOTES RELATED TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

3.1 Operating income

The Company does not generate any revenue from the sale of its products considering its stage of development.

Revenues from licenses or other contracts as of June 30, 2019 are mainly linked to the license agreement signed with SQZ.

3.2 Operating expenses by nature

3.2.1 Research and development expenses

The increase in research and development expenses is mainly due to:

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3.2.2 General and administrative expenses

3.3 Personnel expenses

3.3.1 Research and development expenses

The weighted average full-time employees (FTE) were 142 and 165 during the first half of 2019 and 2020, respectively. This increase is mainly due to an increase in the manufacturing team headcount (+ 29 FTE).

3.3.2 General and administrative expenses

The weighted average full-time employees (FTE) were 43 and 41 during the first half of 2019 and 2020.

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3.3.3 Share-based payments (IFRS 2)

Stock-options (“SO”) plan

The main assumptions used to determine the fair value of the plans granted during the first half of 2020 are:

Free shares (“AGA”) plan

The main assumptions used to determine the fair value of the plans granted during the first half of 2020 are:

Breakdown of expenses

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As of June 30, 2020, the outstanding equity instruments could lead to the issuance of 1,575,511 potential shares.

3.4 Financial income (loss)

Other financial income is mainly comprised of:

3.5 Basic earnings per share and diluted earnings (loss) per share

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4. NOTES RELATED TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

4.1 Property, plant and equipment