Abivax Establishes an At-the-Market (ATM)
Program on Nasdaq
PARIS, France, November 19, 2024
– 10:30PM CET – 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 modulate the inflammatory response in patients with chronic
inflammatory diseases, today announced the implementation of an
At-The-Market program (“ATM Program”) allowing the
Company to issue and sell, including with unsolicited investors who
have expressed an interest, ordinary shares in the form of American
Depositary Shares (“ADS”), each ADS representing
one ordinary share, nominal value €0.01 per share, of the Company,
with aggregate gross sales proceeds of up to $150,000,000 (subject
to French regulatory limits and within the limits of the investors’
requests expressed in the context of the program), from time to
time, pursuant to the terms of an equity distribution agreement
with Piper Sandler & Co. (“Piper Sandler”),
acting as sales agent. The timing of any issuances in the form of
ADSs will depend on a variety of factors. The ATM Program will be
effective for a 3-year period, i.e. until November 19, 2027, unless
terminated prior to such date in accordance with the equity
distribution agreement or if ADSs representing the maximum gross
sales proceeds have been sold thereunder.
A shelf registration statement on Form F-3,
including a base prospectus relating to Abivax’s securities and an
equity distribution agreement prospectus relating to the ATM
Program, was filed with the U.S. Securities and Exchange Commission
(“SEC”), but has not yet become effective. The
base prospectus provides for the potential sale of ADSs of the
Company (including outside of the ATM Program) with aggregate gross
sales proceeds of up to $350,000,000 to grant additional
flexibility to the Company in connection with its financing
strategy. The securities referred to in the registration statement
may not be sold, nor may offers to buy them be accepted, prior to
the time the registration statement becomes effective.
To the extent that ADSs are sold pursuant to the
ATM Program, Abivax currently intends to use the net proceeds
(after deduction of fees and expenses), if any, of sales of ADSs
issued under the ATM Program primarily for the launch and
continuation of clinical programs on obefazimod, and working
capital and general corporate purposes, at its discretion.
Piper Sandler, as sales agent, will use
commercially reasonable efforts to arrange on the Company’s behalf
the sale of ADSs to eligible investors requesting it, consistent
with Piper Sandler’s normal sales and trading practices. Sales
prices may vary based on market prices and other factors. Only
eligible investors (as described in greater detail below) may
purchase ADSs under the ATM Program. In any case, the corresponding
sales price of the new ordinary shares underlying the ADSs will not
be less than the volume weighted-average of the trading prices of
the Company’s ordinary shares on the regulated market of Euronext
in Paris (“Euronext Paris”) over a period chosen
of between three and ninety consecutive trading days prior to the
relevant pricing date, subject to a maximum discount to such volume
weighted-average price of 10%.
The ADSs and the underlying ordinary shares will
be issued through one or more share capital increases without
shareholders’ preferential subscription rights under the provisions
of Article L. 225-138 of the French Commercial Code (Code
de commerce) and pursuant to and within the limits set forth in the
20th and 28th resolutions adopted by the combined shareholders’
general meeting dated May 30, 2024 (or any substitute resolutions,
adopted from time to time), i.e., a maximum number of 25,000,000
ordinary shares, representing a maximum potential dilution of
approximately 39.5% based on the existing share capital of the
Company as of October 31, 2024. The number of underlying ordinary
shares to be admitted on Euronext Paris shall represent, over a
period of 12 months, less than 20% of the ordinary shares already
admitted to trading on said market without a French listing
prospectus (such limit being increased to 30% upon entry into force
of the Listing Act Regulation1 on December 4, 2024).
The new ordinary shares to be sold in the form
of ADSs would be issued in one or more offerings at the market
price of the ADSs at the time of pricing of the considered capital
increases.
ADSs under the ATM Program may only be issued to
the categories of investors defined in the 20th resolution adopted
by the General meeting of May 30, 2024 (or any similar resolutions
that may be substituted for it in the future), comprising (i)
French or foreign individuals or legal entities, including
companies, trusts or investment funds or other investment vehicles
of any kind, investing on a regular basis, or having invested more
than one million euros during the 24 months preceding the
considered capital increase, (a) in the pharmaceutical sector;
and/or (b) in growth stocks listed on a regulated market or a
multilateral negotiation system (type Euronext Growth) considered
as “micro, small and medium-sized enterprises” in the meaning of
annex I to the Regulation (CE) no. 651/2014 of the European
Commission of June 17, 2014; and/or (ii) one or more strategic
partners of the Company, located in France or abroad, who has
(have) entered into or will enter into one or more partnership
agreements (such as development, co-development, distribution, and
manufacturing agreements) or commercial agreements with the Company
(or a subsidiary) and/or companies they control, that control them
or are controlled by the same person(s), directly or indirectly,
within the meaning of Article L. 233-3 of the French Commercial
Code. The new ordinary shares will be admitted to trading on
Euronext Paris and the issued ADSs will trade on the Nasdaq Global
Market (“Nasdaq”).
On an illustrative basis, assuming the issuance
of the full amount of $150 million (all exchange rate translations
in this press release are for convenience and based on an exchange
rate of €1.00 = $1.0583, the exchange rate reported by the European
Central Bank on November 15, 2024) of ADSs under the ATM Program at
an assumed offering price of $9.50 per ADS (or €8.87 per ordinary
share), the last reported price of the ADSs on Nasdaq on November
15, 2024, a holder of 1.0% of the Company’s outstanding share
capital as of the date of this press releases, would hold 0.80% of
the Company’s outstanding share capital after the completion of the
transaction (calculated on the basis of the number of outstanding
shares on the date of publication of this press release).
During the term of the ATM Program, the Company
intends to include information in the publication of its half-year
and full-year financial reports about its use of the ATM Program
during the preceding period and intends to also provide an update
after each capital increase under its ATM Program on a dedicated
location on its corporate website in order to inform investors
about the main features of each issue that may be completed under
the ATM Program from time to time.
The shelf registration statement on Form F-3
(including a prospectus) relating to Abivax’s ADSs was filed with
the SEC on November 19, 2024. Before purchasing ADSs in the
offering, prospective investors should read the prospectus
supplement and the accompanying prospectus, together with the
documents incorporated by reference therein. Prospective investors
may obtain these documents for free by visiting EDGAR on the SEC’s
website at www.sec.gov. Alternatively, a copy of
the prospectus supplement (and accompanying prospectus) relating to
the offering may be obtained from Piper Sandler, 800 Nicollet Mall,
J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by
telephone at +1 (800) 747-3924, or by email at prospectus@psc.com.
No prospectus will be filed with the French Autorité des Marchés
Financiers (“AMF”) pursuant to Regulation (EU)
2017/1129 of the European Parliament and of the Council dated June
14, 2017, as amended (the “Prospectus
Regulation”), since the contemplated share capital
increase(s) (for the issuance of the ordinary shares underlying the
ADSs) would be offered to qualified investors (as such term is
defined in Article 2(e) of the Prospectus Regulation) and fall
under the exemption provided for in Article 1(5)(a) of the
Prospectus Regulation, which states that the obligation to publish
a prospectus shall not apply to admission to trading on a regulated
market of securities fungible with securities already admitted to
trading on the same regulated market, provided that they represent,
over a period of 12 months, less than 20% of the number of
securities already admitted to trading on the same regulated market
(such limit being increased to 30% upon entry into force of the
Listing Act Regulation2).
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. In particular,
no public offering of the ADSs will be made in Europe.
*****
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.
Contact:Patrick MalloySVP,
Investor RelationsAbivax SApatrick.malloy@abivax.com+1 847 987
4878
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements, forecasts and estimates, including those relating to
the Company’s business and financial objectives. Words such as
“intend,” “may,” “would,” “will” and variations of such words and
similar expressions are intended to identify forward-looking
statements. These forward-looking statements include statements
concerning the Company’s proposed securities offering and its
intended use of proceeds. Although Abivax’s management believes
that the expectations reflected in such forward-looking statements
are reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks,
contingencies and uncertainties, many of which are difficult to
predict and generally beyond the control of Abivax, that could
cause actual results and developments to differ materially from
those expressed in, or implied or projected by, the forward-looking
information and statements. A description of these risks,
contingencies and uncertainties can be found in the documents filed
by the Company with the French Autorité des Marchés Financiers
pursuant to its legal obligations including its universal
registration document (Document d’Enregistrement Universel) and in
its Annual Report on Form 20-F filed with the U.S. Securities and
Exchange Commission on April 5, 2024 under the caption “Risk
Factors.” These risks, contingencies and uncertainties include,
among other things, the uncertainties inherent in research and
development, future clinical data and analysis, decisions by
regulatory authorities, such as the FDA or the EMA, regarding
whether and when to approve any drug candidate, as well as their
decisions regarding labelling and other matters that could affect
the availability or commercial potential of such product
candidates, and the availability of funding sufficient for the
Company’s foreseeable and unforeseeable operating expenses and
capital expenditure requirements. Special consideration should be
given to the potential hurdles of clinical and pharmaceutical
development, including further assessment by the Company and
regulatory agencies and IRBs/ethics committees following the
assessment of preclinical, pharmacokinetic, carcinogenicity,
toxicity, CMC and clinical data. Furthermore, these forward-looking
statements, forecasts and estimates are made only as of the date of
this press release. Readers are cautioned not to place undue
reliance on these forward-looking statements. Abivax disclaims any
obligation to update these forward-looking statements, forecasts or
estimates to reflect any subsequent changes that the Company
becomes aware of, except as required by law. Information about
pharmaceutical products (including products currently in
development) that is included in this press release is not intended
to constitute an advertisement. This press release is for
information purposes only, and the information contained herein
does not constitute either an offer to sell or the solicitation of
an offer to purchase or subscribe for securities of the Company in
any jurisdiction. Similarly, it does not give and should not be
treated as giving investment advice. It has no connection with the
investment objectives, financial situation or specific needs of any
recipient. It should not be regarded by recipients as a substitute
for exercise of their own judgment. All opinions expressed herein
are subject to change without notice. The distribution of this
document may be restricted by law in certain jurisdictions. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such restrictions.
Disclaimer
This press release does not, and shall not, in
any circumstances constitute a public offering nor an invitation to
solicit the interest of the public in France, the United States, or
in any other jurisdiction, in connection with any offer.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This press release is not an advertisement and
not a prospectus within the meaning of Regulation (EU) 2017/1129
(the “EU Prospectus Regulation”). This document does not constitute
an offer to the public in France (except for public offerings
defined in Article L.411-2 1° of the French Monetary and Financial
Code) and the securities referred to in this document can only be
offered or sold in France pursuant to article L. 411-2, 1° of the
French Monetary and Financial Code to (i) qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the EU
Prospectus Regulation and/or (ii) a limited group of investors
(cercle restreint d’investisseurs) acting for their own account,
all as defined in and in accordance with articles L. 411-1, L.
411-2 and D. 411-2 to D. 411-4 of the French Monetary and Financial
Code.
With respect to the Member States of the
European Economic Area, no action has been undertaken or will be
undertaken to make an offer to the public of the securities
referred to herein requiring a publication of a prospectus in any
relevant Member State. As a result, the securities may not and will
not be offered in any relevant Member State except in accordance
with the exemptions set forth in Article 1(4) of the EU Prospectus
Regulation or under any other circumstances which do not require
the publication by the Company of a prospectus pursuant to Article
3 of the EU Prospectus Regulation and/or to applicable regulations
of that relevant Member State.
MIFID II product governance / Retail investors,
professional investors and ECPs only target market - Solely for the
purposes of each manufacturer’s product approval process, the
target market assessment in respect of the new shares has led to
the conclusion that: (i) the target market for the new shares is
retail investors, eligible counterparties and professional clients,
each as defined in MiFID II; and (ii) all channels for distribution
of the new shares to retail investors, eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the new shares (a “distributor”)
should take into consideration the manufacturers’ target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the new shares (by either adopting or refining the
manufacturers’ target market assessment) and determining
appropriate distribution channels. For the avoidance of doubt, even
if the target market includes retail investors, the manufacturers
have decided that the new shares will be offered, as part of the
ATM Program, only to eligible counterparties and professional
clients.
1 Regulation (EU) 2024/2809 of the European
Parliament and of the Council of 23 October 2024 amending
Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014
to make public capital markets in the Union more attractive for
companies and to facilitate access to capital for small and
medium-sized enterprises 2 Regulation (EU) 2024/2809 of the
European Parliament and of the Council of 23 October 2024 amending
Regulations (EU) 2017/1129, (EU) No 596/2014 and (EU) No 600/2014
to make public capital markets in the Union more attractive for
companies and to facilitate access to capital for small and
medium-sized enterprises
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