Abivax SA (ABVX), a clinical-stage biotechnology company developing therapies for chronic inflammatory diseases, announced the repurchase of its outstanding royalty certificates and the pricing of a $45 million (€38.5M) offering of American Depositary Shares (ADSs).
The company said the transaction is intended to simplify its capital structure, reduce legacy obligations, and enhance financial flexibility as it advances its late-stage pipeline and prepares for potential commercialization.
The company executed a purchase agreement to buy back all royalty certificates originally issued in September 2022 for a total consideration of $90 million, with $45 million payable in cash at closing and the remaining $45 million provided as an interest-free vendor loan from the certificate holders.
The vendor loan will be fully reinvested into the company through the ADS offering and extinguished upon issuance of the new shares, expected on or about May 7, 2026. All repurchased royalty certificates will be cancelled immediately after closing.
Abivax priced 403,347 ordinary shares represented by ADSs, equal to the five-day volume-weighted average trading price ending May 1, 2026, as determined by the company's Board of Directors under the authority granted at its June 2025 shareholders' meeting. Because the subscription price is being paid entirely through set-off of existing claims, the company will not receive cash proceeds from the offering.
The offering represents approximately 0.5% dilution to existing shareholders on a non-diluted basis to existing shareholders on a non-diluted basis, with a 1% shareholder prior to the transaction expected to hold 0.99% afterward.
The ADSs and underlying ordinary shares are expected to be admitted to trading on Nasdaq and Euronext Paris, respectively, on or about May 7, 2026, subject to customary closing conditions.
Chief Financial Officer Didier Blondel said the repurchase "presents a compelling opportunity to proactively repurchase these royalty certificates on attractive terms," adding that the move strengthens the balance sheet and supports long-term shareholder value.
Abivax reported cash, cash equivalents, and short-term investments of €530.4 million as of December 31, 2025, providing a projected cash runway into Q4 2027, which remains unchanged following the repurchase and offering structure.
The company's lead candidate, Obefazimod (ABX464), is currently in Phase 3 development for moderately to severely active ulcerative colitis, with additional programs targeting chronic inflammatory diseases.
ABVX has traded between $5.59 and $148.83 over the past year. The stock closed Monday's trading at $117.13, down 0.41%. In pre-market trading, the stock is trading at $122.34, up 4.45%.
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