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ABIONYX carries out successfully a capital increase with cancellation of preferential subscription rights for the benefit of

a category of persons through the issue of shares with warrants for an amount of c.€3.4 million

•      c.€3.4 million by issuing shares with warrants

•      Subscription price: €1.37 for one share with warrants

•      1 warrant gives entitlement to 1 share to be issued at a price of €3

•      Exercise period: 3 years

•      Visibility extended to end 2025

Toulouse, FRANCE, Lakeland, USA, July 1^st , 2024, 8.00 am CEST - ABIONYX Pharma, (FR0012616852 - ABNX - eligible for PEA PME), a new generation biotech company dedicated to the discovery and development of innovative therapies based on the world’s only natural recombinant apoA-I, announces the success of a capital increase with cancellation of preferential subscription rights for the benefit of a category of persons for an amount of close to €3.4 million through the issue of a maximum number of 2,472,000 new shares, each with a warrant, at a subscription price of €1.37 per share with warrants. 

Each new share will be issued with a warrant, and each warrant will entitle its holder to subscribe for 1 new share to be issued at a price of €3. 

Objective of the fundraising

The objective of this fundraising is to strengthen the Company's cash position as part of its development in sepsis and in the United States, following the successful pre-IND meeting with the FDA. The Company's financial visibility has now been extended to end 2025, with no further drawdown of the equity-linked financing facility.

Terms and conditions of the issue

Further to the decisions taken by the decisions by the Board of Directors on June 19 and 21, the Chief Executive Officer has today recorded full subscription of the following shares of 2,472,000 ordinary shares with a par value of €0.05, each carrying a warrant to subscribe for new ordinary shares. The shares with warrants issued at a price of €1.37, representing a nominal capital increase of €123,600 and a issue premium of €3,263,040.

The subscription price of each share with warrant corresponds to the weighted average of the 10 trading days preceding June 19, 2024, less a 10% discount and plus the estimated value of the warrant of 0.18 euro. 

Upon creation of the share with warrants, the warrants will be detached from the shares.

This issue represents approximately 7.62% of the share capital as of the date of the issue decision. 

The new shares carry dividend rights, are assimilated to existing shares and carry the same rights. They are subject to all the provisions of the Company's bylaws and are admitted to trading on Euronext on the same trading line as the existing shares.

Each warrant will entitle its holder to subscribe for one new share at a price of €3.

The warrants are exercisable between November 30, 2024, and June 19, 2027. They are transferable and negotiable but are not be subject of an application for admission to trading on Euronext. 

Exercise of all the warrants could give rise to the issue of up to 2,472,000 new ordinary shares, representing additional gross proceeds of €7,416,000.

This operation involves a capital increase with cancellation of preferential subscription rights for the benefit of a category of persons, decided by the Board of Directors on June 19 and 21, 2024, acting on the basis of the delegation granted by the twentieth resolution of the Company's Combined General Meeting of June 27, 2023. 

Delivery settlement

Settlement and delivery is scheduled for Wednesday, July 3, 2024.

Issue proceeds

The gross proceeds from the shares with warrants issue amount to €3,386,640, representing a net amount of €3,356,640, after deduction of issue-related costs.

Exercise of all the warrants would generate additional gross proceeds of €7,416,000.

Shareholder structure

The number of shares likely to be issued represents around 7.62% of the number of shares outstanding before issue and 7.08% after issue of the shares with warrants. 

By way of illustration, a shareholder who held a number of shares representing 1% of ABIONYX's share capital before the planned issue would represent 0.93% of the share capital after the shares with warrant issue (in the event of full subscription to the capital increase) and 0.87% of the share capital (in the event of exercise of all the warrants).

Shareholders* before and after capital increase in % of capital

*On the basis of information brought to the Company's attention, in particular for bearer shareholders via declarations of crossing thresholds (legal and statutory). 

Some of the individual shareholders listed in the table above hold all or part of their interests through holding companies that they manage and control.

Absence of prospectus

In accordance with the provisions of Article 211-3 of the General Regulations of the Autorité des Marchés Financiers (AMF), the issue will not give rise to a prospectus subject to AMF approval.

Risk factors

Risk factors are described in the Universal Registration Document 2023 (chapter 3) filed with the AMF under number D.24-0385 on April 30, 2024, and available on the Company's website: www.abionyx.com and that of the AMF: www.amf-france.org.

Number of shares making up the share capital

Following the issue of shares with warrants, the share capital now stands at €1,746,550.60. It is divided into 34,931,012 ordinary shares with a par value of €0.05, representing 34,931,012 theoretical voting rights.

About ABIONYX Pharma

ABIONYX Pharma is a next-generation biotech company focused on developing innovative medicines for diseases where there is no effective or existing treatment, even the rarest ones. The company expedites the development of novel therapeutics through an extensive expertise in lipid science and a differentiated apoA-I-based technology platform. ABIONYX Pharma is committed to radically improving treatment outcomes in Sepsis and critical care.