- Capital increase of approximately 1.8 million euros
- Subscription price: 3.10 euros
- Extension of financial visibility until the end of 2026
Regulatory News:
ABIONYX Pharma, (FR0012616852 ABNX PEA PME eligible), a next-generation biopharma company pioneering a new therapeutic era in sepsis and critical care through its proprietary apoA-I-based technology platform, today carries out a capital increase with the removal of preferential subscription rights ("PSR") for certain categories of persons, for an amount of nearly 1.8 million euros through the issuance of 580,643 new shares at a subscription price of 3.10 euros (the "Issuance").
Terms and conditions of the Issue
Following the Issuance decision taken on December 16, 2025, the Chief Executive Officer today confirmed the full subscription of 580,643 new shares at a price of €3.10 per share (representing a 10% discount on the closing price on December 16, 2025). This issue represents approximately 1.66% of the share capital on the date of the Issue decision.
This transaction is part of a capital increase with the removal of preferential subscription rights in favor of persons belonging to specific categories, decided by the Board of Directors on December 16, 2025, acting on the basis of the delegation granted by the General Meeting of June 26, 2025, under its fourteenth extraordinary resolution.
The total amount of the capital increase is €1,799,993.30 (including €29,032.15 in nominal value and a share premium of €1,770,961.15). The new shares will carry current dividend rights, will be treated as existing shares and will enjoy the same rights. They will be subject to all statutory provisions and will be admitted to trading on Euronext on the same listing line as the existing shares.
Shareholders' capital
The number of shares issued represents approximately 1.66% of the number of shares outstanding prior to the Offering and 1.64% after the Offering.
For example, a shareholder who held a number of shares representing 1% of ABIONYX Pharma's capital prior to the Offering will represent 0.98% of the share capital after the Offering.
Shareholding structure after the Offering
Non dilutive basis | Dilutive basis (1) | |||||||
Shareholders | Number of shares | % of capital | Number of voting rights | % of voting rights | Number of shares | % of capital | Number of voting rights | % of voting rights |
DOMUNDI | 4,392,430 | 12.37% | 7,241,312 | 16.03% | 5,103,895 | 12.35% | 7,952,777 | 15.59% |
ORSAY 53 | 2,331,000 | 6.56% | 2,331,000 | 5.16% | 4,662,000 | 11.28% | 4,662,000 | 9.14% |
Luc Demarre | 2, 003,586 | 5.64% | 3,641,710 | 8.06% | 2 ,144,586 | 5.19% | 3,782,710 | 7.42% |
Cyrille Tupin | 1,592,214 | 4.48% | 2 ,817,673 | 6.24% | 2,902,989 | 7.02% | 4,128,448 | 8.09% |
Management | 10,319,230 | 29.06% | 16,031,695 | 35.48% | 14,813,470 | 35.83% | 20,525,935 | 40.24% |
Treasury stock held by the Company | 233,625 | 0.66% | 0 | 0.00% | 233,625 | 0.57% | 0 | 0.00% |
Float | 24,958,800 | 70.28% | 29,149,748 | 64.25% | 26,293,550 | 63.60% | 30,484,498 | 59.76% |
Total | 35,511,655 | 100.00% | 45,181,443 | 100.00% | 41,340,645 | 100.00% | 51,010,433 | 100.00% |
(1) including all dilutive instruments (stock warrants, stock options, or bonus shares granted with conditions not yet fulfilled). | ||||||||
It is specified that the guarantee commitment for a maximum total amount of €800K has been exercised in full. In return, the guarantor received remuneration corresponding to 10% of the guaranteed amount.
Purpose of the capital increase
The objective of this capital increase is to strengthen the Company's cash position in order to extend its financial visibility until the end of 2026 and to continue the SEPSIS project as part of France 2030.
Delivery date
Delivery is expected to take place on December 19, 2025.
Proceeds of the issue
The gross proceeds of the issue amount to €1,799,993.30, representing a net amount of €1,639,993.30 after deduction of issue costs.
No prospectus
In accordance with the provisions of Article 211-3 of the General Regulations of the French Financial Markets Authority (AMF), the Issue will not give rise to a prospectus subject to AMF approval.
Risk factors
The risk factors are described in the 2024 Universal Registration Document (Chapter 3) filed with the AMF under number D.25-0100 on March 14, 2025, and available on the Company's website: www.abionyx.com and on the AMF website: www.amf-france.org.
The occurrence of all or part of these risks could have a negative impact on the Company's business, financial position, results, development, or prospects.
In addition, with regard to the risks specific to the Offering, it should be noted that:
- the market price of the Company's shares may fluctuate and fall below the subscription price of the shares issued as part of the Offering,
- the volatility and liquidity of the Company's shares may fluctuate significantly,
- sales of the Company's shares may take place on the market and have a negative impact on the market price of its shares, and
- the Company's shareholders could suffer potentially significant dilution as a result of any future capital increases necessary to provide the Company with additional financing.
New number of shares comprising the capital
Thus, following completion of this capital increase, the share capital amounts to €1,775,582.75 divided into 35,511,655 ordinary shares with a par value of €0.05, representing 45,415,068 theoretical voting rights and 45,181,443 actual voting rights.
About ABIONYX Pharma
ABIONYX Pharma is a next-generation biopharma company pioneering a new therapeutic era in sepsis and critical care through breakthrough biotherapies that address life-threatening conditions with no effective treatments. Leveraging its proprietary apoA-I-based technology platform, ABIONYX Pharma develops innovative biologics and HDL-derived vectors that target the immune and inflammatory dysregulation underlying sepsis and other severe diseases. With a strong scientific foundation and a growing network of global clinical partners, ABIONYX Pharma aims to redefine the standard of care in sepsis and to bring critical care solutions to patients worldwide.
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Contacts:
ABIONYX Pharma
infos@abionyx.com
