Abivax Announces Pricing of Highly Oversubscribed and Upsized $800M (€702M) Public Offering of American Depositary Shares
Published on 07/01/2026 at 14:40 | dgap.de| ABIVAX / Key word(s): Capital Increase 01.07.2026 / 14:40 CET/CEST The issuer is solely responsible for the content of this announcement. Upsized offering increased from the previously announced $600M to $800M at $125.00 per ADS, priced at a 2.39% premium to the three-day VWAP Expected gross proceeds of approximately $800M (€702M), before potential exercise of the Underwriters’ Option, are anticipated to extend the Company's cash runway into Q2 2029, supporting potential commercialization of obefazimod and continued clinical development PARIS, France, July 1, 2026 – 2:30 p.m. (CEST) – Abivax SA (Euronext Paris: FR0012333284 – ABVX / Nasdaq: ABVX)  (“Abivax” or the “Company”), a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases, today announces the pricing of its previously announced underwritten public offering of 6,400,000 American Depositary Shares (“ADSs”), each representing one ordinary share, €0.01 nominal value per share (each an “Ordinary Share”), of the Company, in the United States at an offering price of $125.00 per ADS (the “Offering”). The size of the ADS Offering was increased from the previously announced offering size of $600.0 million ADSs. The offering price of $125.00 per ADS (corresponding to €109.71 per Ordinary Share, based on the exchange rate of €1.00 = $1.1394 as published by the European Central Bank on June 30, 2026), is equal to the volume-weighted average price of the Ordinary Shares on the regulated market of Euronext in Paris ("Euronext") over the last three trading sessions preceding the pricing of the Offering (i.e., June 26 to June 30, 2026), plus a premium of 2.39% and has been determined by the Chief Executive Officer upon subdelegation from the Board of Directors pursuant to the 18th and 27th resolutions of the Company’s combined shareholders’ meeting held on May 11, 2026 (the “General Meeting”). Leerink Partners, Morgan Stanley, Piper Sandler and Guggenheim Securities are acting as joint bookrunning managers for the Offering. LifeSci Capital is acting as a passive bookrunning manager for the Offering. Van Lanschot Kempen is acting as lead manager for the Offering. The Offering is subject to an underwriting agreement. The underwriting agreement was entered into on June 30, 2026 in connection with the determination of the offering price. The underwriting agreement does not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code (Code de commerce). Type of Offering The Ordinary Shares (in the form of ADSs) being issued in the Offering are being issued by way of a capital increase without shareholders’ preferential subscription rights through a public offering (with the exception of public offerings defined in Article L.411-2 1° of the French Monetary and Financial Code (Code monétaire et financier)) in accordance with the 18th and 27th resolutions of the General Meeting. Expected Closing The Offering is expected to close on July 6, 2026, subject to the satisfaction of customary closing conditions. Option to Purchase Additional Shares In connection with the Offering, the Company has granted the underwriters an option exercisable on or before July 6, 2026 to purchase up to an additional 960,000 ADSs, representing 15% of the Offering size, on the same terms and conditions as in the Offering, in accordance with the delegation granted by the General Meeting in its 23rd and 27th resolutions (the “Underwriters’ Option”). The Company will announce the exercise of the Underwriters’ Option and the number of ADSs to be issued in connection therewith, if any, as soon as practicable thereafter in a subsequent press release. Stabilization In connection with the Offering, Leerink Partners, acting as stabilization agent, may effect transactions with a view to supporting, stabilizing, or maintaining the market price of such securities at a level higher than which might otherwise prevail in the Company’s ADS market. However, there is no assurance that the stabilization agent will take any stabilization action and, if begun, such stabilization action may be ended at any time without prior notice. Any stabilization action or over-allotment shall be carried out in accordance with all applicable rules and regulations and may be undertaken on the Nasdaq Global Market. Estimated Proceeds from the Offering The aggregate gross proceeds from the Offering are expected to be approximately $800.0 million, equivalent to approximately €702.1 million, before deducting underwriting commissions and other offering expenses payable by the Company, assuming no exercise of the Underwriters’ Option in connection with the Offering. If the Company issues additional ADSs pursuant to the exercise in full of the Underwriters’ Option in connection with the Offering, the estimated gross proceeds received by the Company from the Offering would be expected to be approximately $920.0 million, equivalent to approximately €807.4 million, before deducting underwriting commissions and other offering expenses payable by the Company. As of March 31, 2026, the Company had cash, cash equivalents and short-term investments of €491.6 million, providing a cash runway into Q4 2027 based on current operating assumptions. The Company intends to use the net proceeds from the Offering for expenses relating to potential commercialization of its lead drug candidate, obefazimod, in the United States; clinical research and development expenses, primarily related to ulcerative colitis and Crohn’s disease; and the remainder, if any, for general corporate purposes. The Company believes that the anticipated net proceeds from the Offering (assuming the Underwriters’ Option is not exercised), together with its current cash and cash equivalents, will allow it to finance its operations into the second quarter of 2029. Lock-up In connection with the Offering, the Company’s board members and executive officers are subject to a contractual lock-up for a period of 60 days after the date of the final prospectus supplement, subject to customary exceptions. The Company has also agreed to be bound by a contractual lock-up for a period of 60 days after the date of the final prospectus supplement, subject to customary exceptions. Dilution The 6,400,000 Ordinary Shares (in the form of ADSs) issued in the Offering will result in a dilution of approximately 8.0% of the share capital of the Company (on a non-diluted basis and excluding the exercise of the Underwriters’ Option) and 9.2%, if the Underwriters’ Option is exercised in full (on a non-diluted basis). On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the Offering would hold a stake of 0.93% after completion of the Offering and 0.92% if the Underwriters’ Option is exercised in full. Settlement and Delivery – Documentation The Company’s ADSs are listed on the Nasdaq Global Market under the ticker symbol “ABVX.” The Company’s Ordinary Shares are listed on Euronext under the symbol “ABVX.” The Ordinary Shares issued in the Offering are expected to be admitted to trading on Euronext on July 6, 2026. The Ordinary Shares underlying the ADSs issued in the Offering will be subject to an application for admission to trading on Euronext on the same trading line as the existing Ordinary Shares of the Company currently listed on Euronext, under the same ISIN code FR0012333284. The trading of the Ordinary Shares on Euronext is suspended on July 1, 2026, until the opening of trading of the ADSs on the Nasdaq Global Market at approximately 3:30 p.m. (Paris time) / 9:30 a.m. (New York time) today (July 1, 2026). An automatic shelf registration statement on Form F-3 (including a prospectus) relating to the Company’s securities was filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2025, became effective upon filing, and was amended on June 30, 2026. The Company has also filed with the SEC a preliminary prospectus supplement (and accompanying prospectus) relating to and describing the terms of the Offering (the “Preliminary Prospectus Supplement”) and will file a final prospectus supplement with the SEC. Before purchasing ADSs in the Offering, potential investors should read the Preliminary Prospectus Supplement (and accompanying prospectus) together with the documents incorporated by reference therein. These documents may be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the Preliminary Prospectus Supplement (and accompanying prospectus) may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; Piper Sandler & Co., 350 North 5th Street, Suite 1300, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at prospectus@psc.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com. In accordance with Article 1(5)(a) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), the Offering is not subject to a prospectus requiring an approval of the French Financial Markets Authority (Autorité des Marchés Financiers) (“AMF”) nor to issuance of the information document referred to in Annex IX to the Prospectus Regulation. Risk Factors Potential investors should carefully consider the risks described under “Risk Factors” in the Preliminary Prospectus Supplement, including the following risks: Our management will have broad discretion over the use of the proceeds from this Offering and may apply these proceeds in ways that may not increase the value of your investment; If you purchase ADSs in the Offering, you will experience substantial and immediate dilution; Concurrent or future sales of Ordinary Shares or ADSs by existing shareholders could depress the market price of the ADSs and Ordinary Shares; and Raising additional capital, including as a result of this Offering or of further offerings to finance the clinical programs or the commercialization of the Company’s candidate drugs, may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our product candidates. In addition, the Company draws attention to the risk factors related to the Company and its activities described under the caption “Risk Factors” in the Preliminary Prospectus Supplement and in the documents incorporated by reference therein and presented in Chapter 2 of the 2025 universal registration document filed with the AMF under number D.26-0133 on March 23, 2026, which is available free of charge on the Company’s website at https://ir.abivax.com/fr, as well as on the AMF’s website at www.amf-france.org. *** About Abivax Abivax is a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases. Based in France and the United States, Abivax’s lead drug candidate, obefazimod (ABX464), is in Phase 3 clinical trials for the treatment of moderately to severely active ulcerative colitis. Contacts:
01.07.2026 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. The issuer is solely responsible for the content of this announcement. The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. View original content: EQS News |
en | FR0012333284 | ABIVAX | boerse | 69667385 |
