- Capital increase of €7.8 million through the issuance of 4,356,804 new shares at a unit price of €1.80
- The transaction received strong support from existing shareholders, whose demand on irreducible and reducible basis, under the preferential subscription rights amounted to 1,742,660 shares
Lyon, France - November 13, 2025, 8am CEST - THX Pharma (Theranexus or the "Company"), a pharmaceutical company specializing in rare neurological diseases, today announced that it has raised gross proceeds of approximately 7.8 million euros (corresponding to the targeted amount) as part of its capital increase through the issuance of new shares (the "New Shares") with shareholders' preferential subscription rights maintained. The subscription period ran from October 29 to November 7, 2025 (inclusive) (the "Capital Increase").
Mathieu Charvériat, Chairman and Chief Executive Officer of THX Pharma, stated:
"The strong success of this operation confirms the robustness of THX Pharma's business model and the market's confidence in our value creation strategy. We would like to warmly thank our long-standing shareholders for their renewed trust, as well as the new investors who are joining our journey. Thanks to their support, we now have the necessary resources to accelerate the development of our flagship programs and pursue our ambition to deliver innovative therapeutic solutions to patients suffering from rare neurological diseases. Our roadmap is now clear and fully funded: to commercialize our first drug candidates by 2027 and achieve financial profitability as early as 2028."
Results of the Capital Increase
At the end of the subscription period, total demand (on an irreducible, reducible, and free basis) amounted to 1,931,202 New Shares subscribed at a unit price of €1.80, representing a subscription rate of 44.3%. This demand breaks down as follows:
- 1,582,386 New Shares were subscribed on an irreducible basis, representing 36.3% of the total offering;
- 160,274 New Shares were subscribed on a reducible basis, representing 3.7% of the total offering;
- 188,542 New Shares were subscribed on a free basis, representing 4.3% of the total offering.
The service rate for the demand on a reducible and non-reducible basis is 100%.
The service rate for the demand on a free basis is 70%.
Since the total demand do not cover the entire amount of the Capital Increase, the Company has decided to call the subscription commitments granted as a guarantee by financial investors as well as certain of its shareholders (together, the "Guarantors")[1]. The Guarantors will therefore subscribe for 2,645,874 New Shares (taking into account any orders that some of them placed directly as part of the Capital Increase).
The New Shares allocated to the Guarantors were distributed as follows:
| Name | Number of shares allocated to the Guarantors | Corresponding amounts |
| Fonds gérés par Odyssée Venture | 1 699 531 | 3 059 155,80 € |
| Market Wizards B.V. | 194 443 | 349 997,40 € |
| TreeCap B.V. | 175 000 | 315 000,00 € |
| Gestys | 155 555 | 279 999,00 € |
| Friedland Gestion | 136 110 | 244 998,00 € |
| Maitice Gestion | 97 221 | 174 997,80 € |
| Multi stratégies SA - SICAV RAIF | 58 333 | 104 999,40 € |
| Auriga Partners | 55 555 | 99 999,00 € |
| Allia-Tech Asset Management | 46 349 | 83 428,20 € |
| Samuel Fischer | 27 777 | 49 998,60 € |
| Total | 2 645 874 | 4 762 573 € |
The gross amount of the Capital Increase (including share premium) amounts to 7,842,247.20 euros and results in the issuance of 4,356,804 New Shares at a subscription price of 1.80 euros per New Share (i.e., €0.01 nominal value and 1.79 euros share premium).
Settlement and Delivery of the New Shares
The settlement and delivery of the New Shares and their admission to trading on the Euronext Growth Paris market are scheduled for November 17, 2025. The New Shares will carry current dividend rights. They will be immediately fungible with the Company's existing shares and will be traded on the same quotation line under the same ISIN code (FR0013286259 - Ticker: ALTHX).
Following settlement and delivery, the Company's share capital will amount to 137,965.56 euros, divided into 13,796,556ordinary shares with a nominal value of €0.01 each.
Portzamparc BNP Paribas is acting as Sole Global Coordinator for the Capital Increase.
Use of Proceeds from the Capital Increase
The company will use the funds from the Capital Increase to develop and commercialize its two assets, Batten-1 and TX01, as well as its platform :
- The development of TX01 relies on a partnership with Exeltis in Europe and other territories, while THX Pharma will itself ensure registration in USA, Canada and Australia. The Company targets commercialization by 2027, with an expected peak sales potential of €50 million by 2031-2032.
- For Batten-1, an early access program will be launched in the United States, alongside a Phase 3 trial in Europe, with a market launch expected in 2028 and revenues estimated at €200 million by 2032-2033.
- In parallel, THX Pharma is developing an antisense oligonucleotide platform to address other rare diseases and glioblastomas, supported by Bpifrance through the PickASO project.
Dilution
Impact on the Company's Share Capital and Voting Rights
Before the Capital Increase, the Company's share capital was allocated as follows:
| Actionnaires | Nombre d'actions | % du capital | Nombre de droits de vote* | % des droits de vote |
| Franck Mouthon | 331 576 | 3,51% | 656 252 | 6,24% |
| Mathieu Charvériat | 331 576 | 3,51% | 656 252 | 6,24% |
| Total Fondateurs | 663 152 | 7,03% | 1 312 504 | 12,48% |
| Beyond Batten Disease Foundation | 898 437 | 9,52% | 1 196 874 | 11,38% |
| Supernova Invest | 222 926 | 2,36% | 222 926 | 2,12% |
| Auriga Partners | 243 127 | 2,58% | 343 127 | 3,26% |
| Kreaxi | 105 667 | 1,12% | 105 667 | 1,00% |
| Total investisseurs historiques | 1 470 157 | 15,57% | 1 868 594 | 17,77% |
| Flottant | 7 271 107 | 77,03% | 7 301 474 | 69,42% |
| Auto-détention (contrat de liquidité) | 35 336 | 0,37% | 35 336 | 0,34% |
| Total | 9 439 752 | 100,00% | 10 517 908 | 100,00% |
| * Droits de vote théoriques |
After the Capital Increase, the Company's share capital is allocated as follows:
| Actionnaires | Nombre d'actions | % du capital | Nombre de droits de vote* | % des droits de vote |
| Franck Mouthon | 331 576 | 2,40% | 656 252 | 4,41% |
| Mathieu Charvériat | 337 131 | 2,44% | 661 807 | 4,45% |
| Total Fondateurs | 668 707 | 4,85% | 1 318 059 | 8,86% |
| Beyond Batten Disease Foundation | 898 437 | 6,51% | 1 196 874 | 8,05% |
| Supernova Invest | 222 926 | 1,62% | 222 926 | 1,50% |
| Auriga Partners | 298 682 | 2,16% | 398 682 | 2,68% |
| Kreaxi | 105 667 | 0,77% | 105 667 | 0,71% |
| Total investisseurs historiques | 1 525 712 | 11,06% | 1 924 149 | 12,94% |
| Fonds gérés par Odyssée Venture | 1 699 531 | 12,32% | 1 699 531 | 11,43% |
| Flottant | 9 867 270 | 71,52% | 9 897 637 | 66,54% |
| Auto-détention (contrat de liquidité) | 35 336 | 0,26% | 35 336 | 0,24% |
| Total | 13 796 556 | 100,00% | 14 874 712 | 100,00% |
| * Droits de vote théoriques |
Lock-up and Abstention Commitments
Mr. Franck Mouthon, Director and Co-founder of the Company, and Mr. Mathieu Charvériat, Chief Executive Officer and Co-founder of the Company, have each undertaken to retain their THX Pharma shares for a period of 180 days from the settlement and delivery date of the New Shares, subject to customary exceptions.
Furthermore, the Company has undertaken a 180-day abstention commitment from the settlement and delivery date of the New Shares, subject to customary exceptions.
Risk Factors
Risks related to the Company
Investors' attention is drawn to the risk factors relating to the Company and its business, which are presented in the Company's Universal Registration Document filed with the Autorité des Marchés Financiers (AMF) on April 29, 2025, under number D.25-0350. Copies of this document are available free of charge from the Company (60 avenue Rockefeller, Pépinière Laennec, 69008 Lyon), as well as on the Company's website (www.theranexus.com) and the AMF's website (www.amf-france.org).
The occurrence of all or part of these risks could have an adverse effect on the Company's business, financial position, results, development, or prospects. No new material risks relating to the Company and its business have been identified since the publication of the 2024 Universal Registration Document.
Risks Related to the Transaction
Investors are advised to consider the following specific risks associated with the offering: (i) the market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued as part of the Capital Increase, (ii) the volatility and liquidity of the Company's shares may fluctuate significantly, and (iii) sales of the Company's shares on the market could occur and have an adverse impact on the share price.
Prospectus
Pursuant to the provisions of Article L.411-2-1 1° of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the Autorité des Marchés Financiers ("AMF"), the Capital Increase does not give rise to a prospectus subject to AMF approval, as the total amount of the offering, calculated over a twelve-month period, is below €8 million.
A notice to shareholders regarding this transaction was published on October 24, 2025, in the Bulletin des Annonces Légales et Obligatoires (BALO).
About THX Pharma
THX Pharma (Theranexus) is a pharmaceutical company specializing in treatments for rare neurological diseases. Its first drug, TX01, is expected to be commercialized soon-particularly in Europe by Exeltis, but also in the United States, Canada, and Australia-for Niemann-Pick type C disease and Gaucher disease. Its second drug, Batten-1, targets the juvenile form of Batten disease and could become the first approved therapy for this condition. THX Pharma also has an innovative antisense oligonucleotide platform, codeveloped with leading research laboratories, dedicated to rare neurological diseases. THX Pharma, a trade name of Theranexus, is listed on Euronext Growth Paris (FR0013286259 - ALTHX).
Pour plus d'informations :
http://www.theranexus.com
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Contacts:
THX PHARMA
Christine PLACET
Chief Financial Officer
contact@thxpharma.com
FP2COM
Florence PORTEJOIE
Media Relations
+ 33 (0)6 07 76 82 83
fportejoie@fp2com.fr
Disclaimer
This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan, South Africa or Australia.
This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation").
The offer of Theranexus shares described above shall not constitute a public offering requiring the publication of a prospectus to be approved by the Autorité des marchés financiers or a document which would include the information required by Annex IX of the Prospectus Regulation.
Theranexus draws the public's attention to the risk factors relating to the Company and its business, which are presented in the Company's Universal Registration Document filed with the French Financial Markets Authority (AMF) on April 29, 2025, under number D 25-0350. Copies of this document are available free of charge from Theranexus (Pépinière Laennec - Office No. 3E - Level 1, 60 avenue Rockefeller - 69008 Lyon), as well as on the websites of Theranexus (www.theranexus.com) and the AMF (www.amf-france.org).
This press release does not constitute, and shall not be deemed to constitute, an offer to the public, a solicitation, or a sale in any jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The offering of Theranexus shares described above will be carried out as part of a capital increase with shareholders' preferential subscription rights to the benefit of its shareholders in France and outside of France, excluding the United States of America, Canada, Japan, South Africa, and Australia.
With respect to Member States of the European Economic Area, no action has been taken or will be taken to permit a public offering of the securities referred to in this press requiring the publication of a prospectus or a document which would include the information required by Annex IX of the Prospectus Regulation in any such Member State. Therefore, such securities may not be and shall not be offered in any Member State other than in accordance with the exemptions of the Prospectus Regulation (in particular its Article 1(4)), not requiring the publication of a prospectus under Article 3 of the Prospectus Regulation or an information document pursuant to Article 1(4) and 1(5) of the Prospectus Regulation and/or any similar documentation in accordance with applicable regulations in such Member State.
This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom who are qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order ("high net worth companies", "unincorporated associations", etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
This press release and the information contained therein does not, and will not, constitute an offer of securities for sale, nor the solicitation of an offer to purchase, securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold, directly or indirectly, in the United States absent registration, except pursuant to an exemption from registration or in a transaction not subject to, the registration requirements of the under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Theranexus have not been and will not be registered under the Securities Act, and Theranexus does not intend to conduct a public offering in the United States.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
Any decision to subscribe for or purchase the shares or other securities of Theranexus must be made solely based on information publicly available about Theranexus. Such information is not the responsibility of Portzamparc and has not been independently verified by Portzamparc.
Forward-looking statements
This press release contains forward-looking statements relating to THX Pharma (Theranexus) and its activities, including its prospects and product development. Theranexus believes that these forward-looking statements are based on reasonable assumptions. However, forward-looking statements are not guarantees of future performance, as they relate to future events and depend on circumstances that may or may not occur in the future, and on various risks and uncertainties, including those described in the universal registration document filed by the company with the AMF (Autorité des Marchés Financiers) on April 29, 2025, under number D.25-0350, a copy of which is available on the company's website (www.theranexus.com), and on changes in the economic situation.
[1] For more details on these commitments, see the Company's press release dated October 23, 2025.
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