Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
American Depositary Shares, each representing
one ordinary share, nominal value €0.01 per share
|
ABVX |
The Nasdaq Global Market |
Ordinary shares, nominal value €0.01 per share* |
* |
The Nasdaq Global Market* |
Large accelerated filer ☐ |
Accelerated filer ☒ |
Non-accelerated filer ☐ |
Emerging growth company ☒ |
Page |
|
INTRODUCTION ........................................................................................................................................ |
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................................. |
|
PART I ......................................................................................................................................................... |
|
Item 1.Identity of Directors, Senior Management and Advisers ................................................ |
|
Item 2.Offer Statistics and Expected Timetable ......................................................................... |
|
Item 3.Key Information .............................................................................................................. |
|
Item 4.Information on the Company. .......................................................................................... |
|
Item 4A. Unresolved Staff Comments. ........................................................................................... |
|
Item 5.Operating and Financial Review and Prospects .............................................................. |
|
Item 6.Directors, Senior Management and Employees .............................................................. |
|
Item 7.Major Shareholders and Related Party Transactions ....................................................... |
|
Item 8.Financial Information ...................................................................................................... |
|
Item 9.The Offer and Listing ...................................................................................................... |
|
Item 10.Additional Information. ................................................................................................... |
|
Item 11.Quantitative and Qualitative Disclosures About Market Risk ........................................ |
|
Item 12.Description of Securities Other than Equity Securities ................................................... |
|
PART II ........................................................................................................................................................ |
|
Item 13.Defaults, Dividend Arrearages and Delinquencies .......................................................... |
|
Item 15.Controls and Procedures .................................................................................................. |
|
Item 16.[Reserved] ........................................................................................................................ |
|
Item 16A.Audit Committee Financial Expert .................................................................................. |
|
Item 16B.Code of Ethics ................................................................................................................. |
|
Item 16C.Principal Accountant Fees and Services .......................................................................... |
|
Item 16D.Exemptions from the Listing Standards for Audit Committees ...................................... |
|
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers ......................... |
|
Item 16F.Change in Registrant’s Certifying Accountant ................................................................ |
|
Item 16G.Corporate Governance ..................................................................................................... |
|
Item 16H.Mine Safety Disclosure ................................................................................................... |
|
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................ |
|
Item 16J.Insider Trading Policies ................................................................................................... |
|
Item 16K.Cybersecurity ................................................................................................................... |
|
PART III ....................................................................................................................................................... |
|
Item 17.Financial Statements ........................................................................................................ |
|
Item 18.Financial Statements ........................................................................................................ |
|
SIGNATURES ............................................................................................................................................. |
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS......................................................... |
F-1
|
(In thousands of euros) |
Year ended
December 31,
2021
|
Year ended
December 31,
2022
|
Year ended
December 31,
2023
|
% 2022 Change |
% 2023 Change |
Other operating income ............................ |
€11,961 |
€4,583 |
€4,621 |
(62)% |
1% |
Total operating income .................................... |
11,961 |
4,583 |
4,621 |
(62)% |
1% |
Sales and marketing expenses ................... |
— |
— |
(6,431) |
— |
— |
Research and development expenses ........ |
(47,781) |
(48,295) |
(103,176) |
1% |
114% |
General and administrative expenses ....... |
(5,580) |
(7,492) |
(22,390) |
34% |
199% |
Goodwill impairment loss ......................... |
— |
(13,632) |
— |
—% |
(100)% |
Total operating expenses .................................. |
(53,361) |
(69,419) |
(131,997) |
30% |
90% |
Operating income (loss) ................................... |
(41,400) |
(64,836) |
(127,376) |
57% |
96% |
Financial expenses .................................... |
(3,561) |
(7,022) |
(27,875) |
97% |
297% |
Financial income ...................................... |
2,509 |
11,118 |
7,511 |
343% |
(32)% |
Financial income (loss) ..................................... |
(1,052) |
4,096 |
(20,364) |
(489)% |
(597)% |
Net loss before tax ............................................. |
(42,452) |
(60,740) |
(147,740) |
43% |
143% |
Income Tax ................................................ |
— |
— |
— |
— |
— |
Net loss for the period ...................................... |
€(42,452) |
€(60,740) |
€(147,740) |
43% |
143% |
(In thousands of euros) |
Year ended
December 31,
2021
|
Year ended
December 31,
2022
|
Year ended
December 31,
2023
|
% 2022 Change |
% 2023 Change |
CIR (Research Tax Credits) ........................................... |
€4,204 |
€4,476 |
€4,493 |
6 |
— |
Subsidies ........................................................................ |
7,722 |
29 |
81 |
(100)% |
179% |
Other .............................................................................. |
36 |
78 |
47 |
117% |
(40)% |
Total other operating income ...................................... |
€11,962 |
€4,583 |
€4,621 |
(62)% |
1% |
(In thousands of euros) |
Year ended
December 31,
2021
|
Year ended
December 31,
2022
|
Year ended
December 31,
2023
|
% 2022 Change |
% 2023 Change |
Obefazimod ..................................................... |
€43,979 |
€45,024 |
€97,869 |
2% |
117% |
Ulcerative Colitis .................................... |
20,684 |
38,555 |
83,788 |
86% |
117% |
Crohn’s Disease ...................................... |
136 |
1 |
2,735 |
— |
— |
Rheumatoid Arthritis ............................... |
2,422 |
848 |
368 |
(65)% |
(57)% |
Covid-19 ................................................. |
1,171 |
(768) |
11 |
(166)% |
(101)% |
Obefazimod Other Indication .................. |
433 |
68 |
169 |
(84)% |
148% |
Transversal activities .............................. |
19,132 |
6,321 |
10,798 |
(67)% |
71% |
ABX196 ............................................................ |
1,198 |
693 |
50 |
(42)% |
(93)% |
ABX711 ............................................................ |
— |
287 |
604 |
—% |
111% |
Others .............................................................. |
2,604 |
2,291 |
4,653 |
(12)% |
103% |
Research and development expenses ............ |
€47,781 |
€48,295 |
€103,176 |
1% |
114% |
(In thousands of euros) |
Year ended
December 31,
2021
|
Year ended
December 31,
2022
|
Year ended
December 31,
2023
|
% 2022
Change
|
% 2023
Change
|
Personnel costs .................................................. |
2,320 |
1,403 |
13,104 |
(40)% |
834% |
Consulting and professional fees ....................... |
2,026 |
2,624 |
6,393 |
30% |
144% |
Other general and administrative expenses ....... |
1,233 |
3,466 |
2,893 |
181% |
(17)% |
General and administrative expenses ............ |
5,580 |
7,492 |
22,390 |
34% |
199% |
(In thousands of euros) |
Gross proceeds
amount
|
Capital increase from issuance of ordinary shares - July 30, 2021 . . . . . . . . . . . . . . . . . . . . . |
€60,001 |
Capital increase from issuance of ordinary shares - September 2, 2022 . . . . . . . . . . . . . . . . . |
€46,231 |
Capital increase from issuance of ordinary shares - February 23, 2023 . . . . . . . . . . . . . . . . .. |
€130,000 |
Initial Public Offering (Nasdaq) - October 24, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. |
€223,300 |
As of December 31, 2023 |
|||
(In thousands of euros) |
Contract status
|
Amount awarded |
Amount collected |
Conditional advances ................................................ |
€26,387 |
€6,609 |
|
Carena ............................................................... |
Ongoing |
€3,830 |
€2,187 |
RNP-VIR ........................................................... |
Ongoing |
€6,298 |
€4,032 |
Ebola .................................................................. |
Stopped |
€390 |
€390 |
COVID-19 (1) .................................................... |
Stopped |
€15,869 |
— |
Subsidies ..................................................................... |
€7,475 |
€13,524 |
|
Carena ............................................................... |
Ongoing |
€1,397 |
€1,187 |
RNP-VIR ........................................................... |
Ongoing |
€2,112 |
€1,123 |
Ebola .................................................................. |
Stopped |
— |
— |
COVID-19 (1) .................................................... |
Stopped |
€3,967 |
€11,214 |
Total ............................................................................ |
€33,862 |
€20,133 |
|
(In thousands of euros) |
Year ended
December 31,
2021
|
Year ended
December 31,
2022
|
Year ended
December 31,
2023
|
Change
2022
|
Change
2023
|
Net cash flows (used in) operating activities ............ |
(45,048) |
(53,936) |
(97,130) |
20% |
80% |
Net cash flows from (used in) investing activities ... |
(6,232) |
(12,026) |
(8,095) |
93% |
(33)% |
Net cash flows provided by (used in) financing
activities ...............................................................
|
82,679 |
32,211 |
335,290 |
(61)% |
941% |
Effect of movements in exchange rates on cash
held ......................................................................
|
— |
— |
(5,072) |
— |
— |
Net increase (decrease) in cash and cash
equivalents ..........................................................
|
31,399 |
(33,751) |
224,992 |
(207)% |
(767)% |
Cash and cash equivalents at the beginning of
the period ............................................................
|
29,302 |
60,701 |
26,950 |
107% |
(56)% |
Cash and cash equivalents at the end of the
period ..................................................................
|
60,701 |
26,950 |
251,942 |
(56)% |
835% |
As of December 31, 2023 |
As of December 31, 2023 |
As of December 31, 2023 |
|
Less than |
More than |
||
(In thousands of euros) |
1 year |
1 year |
Total |
Financial debt obligations .......................... |
17,762 |
60,584 |
78,346 |
Lease obligations ....................................... |
406 |
169 |
575 |
Retirements benefits .................................. |
— |
629 |
629 |
Off-balance sheet obligations .................... |
201,777 |
— |
201,777 |
Total .......................................................... |
219,946 |
61,382 |
281,327 |
Name
|
Age
|
Position(s)
|
Executive Officers |
||
Marc de Garidel .............................................................. |
65 |
Chief Executive Officer and Director, Chairman
of the Board
|
Didier Blondel ................................................................ |
60 |
Chief Financial Officer and Board Secretary |
Sheldon Sloan ................................................................. |
65 |
Chief Medical Officer |
Michael Ferguson ........................................................... |
46 |
Chief Commercial Officer |
Pierre Courteille .............................................................. |
55 |
Chief Business Officer |
Didier Scherrer ................................................................ |
54 |
Chief Scientific Officer |
Ida Hatoum ..................................................................... |
49 |
Chief People Officer |
Directors* |
||
June Lee .......................................................................... |
57 |
Independent Director, Chair of the
Appointments and Compensation Committee
|
Troy Ignelzi .................................................................... |
55 |
Independent Director, Chair of the Audit
Committee
|
Carol L. Brosgart ............................................................ |
72 |
Independent Director |
Corinna zur Bonsen-Thomas .......................................... |
64 |
Independent Director, Member of the Audit
Committee and the Appointments and
Compensation Committee
|
Kinam Hong (Sofinnova Partners) ................................. |
50 |
Director, Member of the Audit Committee and
the Appointments and Compensation Committee
|
Philippe Pouletty (Truffle Capital) ................................. |
65 |
Director, Member of the Appointments and
Compensation Committee
|
Camilla Soenderby .......................................................... |
52 |
Independent Director, Member of the
Appointments and Compensation Committee
|
Board Diversity Matrix (As of December 31, 2023) | ||||
Total Number of
Directors
|
8 |
|||
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
|
Part I: Gender Identity | ||||
Directors |
4 |
4 |
0 |
0 |
Part II: Demographic Background | ||||
African American or Black |
||||
Alaskan Native or Native
American
|
||||
Asian |
1 |
Hispanic or Latinx |
||||
Native Hawaiian or Pacific
Islander
|
||||
White |
3 |
3 |
||
Two or More Races or
Ethnicities
|
||||
LGBTQ+ |
||||
Did Not Disclose
Demographic Background
|
1 |
Year ended December 31, |
||
2022
|
2023
|
|
(€) |
(€) |
|
Marc de Garidel—Chief Executive Officer and Chairman from
May 5, 2023
|
||
Fixed compensation ................................................................................... |
N/A |
359,274 |
Variable annual compensation .................................................................. |
N/A |
217,582 |
Variable multi-year compensation ............................................................. |
N/A |
— |
Exceptional variable compensation ........................................................... |
N/A |
— |
Remuneration allocated due to mandate as director ................................. |
N/A |
— |
Benefits in kind ........................................................................................... |
N/A |
28,496 |
Total .......................................................................................................... |
N/A |
605,353 |
Hartmut Ehrlich—Chief Executive Officer until May 5, 2023 (2) |
||
Fixed compensation ................................................................................... |
321,906 |
111,773 |
Variable annual compensation(1) ................................................................ |
193,144 |
64,381 |
Variable multi-year compensation ............................................................. |
— |
— |
Exceptional variable compensation ........................................................... |
— |
— |
Remuneration allocated due to mandate as director ................................. |
— |
— |
Benefits in kind ........................................................................................... |
8,880 |
3,083 |
Total .......................................................................................................... |
523,930 |
179,238 |
Year ended
December 31,
|
||
2022 |
2023 |
|
(€) |
(€) |
|
Corinna zur Bonsen-Thomas ............................................................................... |
19,620 |
135,160 |
Joy Amundson(1) ................................................................................................... |
20,710 |
7,630 |
Jean-Jacques Bertrand(2) ....................................................................................... |
8,015 |
3,080 |
Santé Holdings SRL
(permanent representative to the Board: Paolo Rampulla)(3) ..........................
|
14,875 |
32,083 |
Truffle Capital
(permanent representative to the Board: Christian Pierret)(4) ..........................
|
7,735 |
1,400 |
Carol L. Brosgart ................................................................................................. |
18,530 |
39,967 |
Sofinnova Partners (permanent representative to the Board: Kinam Hong) ....... |
10,200 |
41,000 |
June Lee(1) ............................................................................................................. |
N/A |
35,244 |
Troy Ignelzi(2) ....................................................................................................... |
N/A |
44,327 |
Philippe Pouletty(4) ................................................................................................ |
N/A |
35,000 |
Total .................................................................................................................... |
99,685 |
374,890 |
Chairperson & CEO |
Allocation date |
Type of AGAs |
Number of AGAs
allocated
|
Subscription price |
Acquisition period |
Marc de Garidel .......... |
July-11-2023 |
Free Shares 2023-1 |
1,382,796 |
N/A |
Minimum of 1 year (*) |
Total ........................... |
1,382,796 |
Category |
BCE-
2014-1
|
BCE-
2014-2
|
BCE-
2014-3
|
BCE-
2014-4
|
BCE-
2014-5
|
BCE-
2014-6
|
BCE-
2014-7
|
BCE-
2015-9
(G)
|
BCE-
2015-9
(S)
|
BCE-
2015-9
(D)
|
BCE-
2015-9
(C)
|
BCE-
2016-1
|
BCE-
2017-1
|
BCE-
2017-2
|
BCE
2017-3
|
BCE-
2017-4
|
BCE-
2017-5
|
Expiration
date
|
11/03/
2024
|
11/03/
2024
|
11/03/
2024
|
11/03/
2024
|
11/03/
2024
|
11/03/20
24
|
Null and
void
|
Null and
void
|
Null and
void
|
Null and
void
|
Null and
void
|
7/11/202
6
|
23/01/20
27
|
20/11/20
27
|
20/11/20
27
|
20/11/20
27
|
20/11/20
27
|
Subscription
or purchase
price (€)
|
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Exercise
price per
share (€)
|
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
12.5 |
17.79 |
17.79 |
17.79 |
17.79 |
7.44 |
6.39 |
11.14 |
11.14 |
11.14 |
11.14 |
Exercise
conditions
|
Note (1) |
Note (2) |
Achieve
ment of
objective
s
Note (3)
|
Achieve
ment of
objective
s
Note (4)
|
Achieve
ment of
objective
s
Note (5)
|
Note (6) |
Achieve
ment of
objective
s
Note (7)
|
Achieve
ment of
objective
s Note (8
|
Achieve
ment of
objective
s
Note (9)
|
Achieve
ment of
objective
s Note
(10
|
Achieve
ment of
objective
s Note
(11
|
Number of
shares
subscribed
|
275,000 |
275,000 |
76,300 |
98,400 |
2,800 |
19,700 |
0 |
0 |
0 |
0 |
0 |
40,006 |
374 |
0 |
48,426 |
1 |
3,000 |
Beneficiaries (remaining number of shares that can be subscribed) |
|||||||||||||||||
Marc de
Garidel
|
|||||||||||||||||
Other |
22,495 |
67,000 |
67,373 |
64,374 |
|||||||||||||
Cumulative
number of
cancelled or
lapsed BCEs
|
0 |
0 |
626 |
0 |
169 |
328 |
1,650 |
33,687 |
67,374 |
33,687 |
67,374 |
21,499 |
0 |
37,500 |
52,635 |
0 |
0 |
BCEs
outstanding
as of
31/12/2023
|
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
22,495 |
67,000 |
112,500 |
0 |
67,373 |
64,374 |
BCEs
exercisable
at
31/12/2023*
|
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
22,495 |
67,000 |
112,500 |
0 |
67,373 |
64,374 |
Category |
BCE-2018-1 |
BCE-2018-2 |
BCE 2018-3 |
BCE-2018-4 |
BCE-2018-5 |
Expiration date ............................................................................................... |
15/03/2028 |
21/05/2028 |
20/11/2028 |
14/05/2028 |
14/05/2028 |
Subscription or purchase price (€) ............................................................... |
0 |
0 |
0 |
0 |
0 |
Exercise price per share (€) ........................................................................... |
8.96 |
8.96 |
7.33 |
7.33 |
7.33 |
Terms of exercise ............................................................................................ |
Note (12) |
Achievement of
objectives Note
(13
|
Achievement of
objectives
Note (14)
|
Achievement of
objectives Note
(15
|
Note (16) |
Number of shares subscribed ........................................................................ |
6,930 |
44,916 |
16,843 |
0 |
5,750 |
Beneficiaries (number of shares that can be subscribed) | |||||
Marc de Garidel ............................................................................................. |
|||||
Others .............................................................................................................. |
11,980 |
16,844 |
16,843 |
6,000 |
|
Cumulative number of cancelled or lapsed BCEs ....................................... |
3,090 |
22,458 |
0 |
0 |
10,250 |
BCEs outstanding at December 31, 2023 ..................................................... |
11,980 |
0 |
16,844 |
16,843 |
6,000 |
BCEs exercisable at December 31, 2023* .................................................... |
11,980 |
0 |
16,844 |
16,843 |
6,000 |
Category |
BSA-2014-
1
|
BSA-2014-
2
|
BSA-2014-
3
|
BSA-2014
-4
|
BSA-2014-
5
|
BSA-2014-
6
|
BSA-2014-
7
|
BSA-2015-
9
|
BSA-2015
- 11-
Santé
Holdings
S
|
BSA-2015-
12
|
BSA-2017-
1
|
BSA-2018-
1
|
BSA-2018-
2
|
Date of general meeting |
11/03/2014 |
11/03/2014 |
11/03/2014 |
11/03/2014 |
11/03/2014 |
11/03/2014 |
11/03/2014 |
20/02/2015 |
20/02/201
5
|
20/02/2015 |
23/06/2017 |
23/06/2017 |
23/06/2017 |
Date of Board meeting |
21/02/2014 |
21/02/2014 |
21/02/2014 |
21/02/2014 |
21/02/2014 |
21/02/2014 |
21/02/2014 |
14/09/2015 |
04/12/201
5
|
04/12/2015 |
18/09/2017 |
22/01/2018 |
14/05/2018 |
Date of decision of the
Chief Executive Officer
|
|||||||||||||
Total number of shares that may be subscribed or purchased (*) : | |||||||||||||
Santé Holding SRL ......... |
96,924 |
||||||||||||
Corinna zur Bonsen-
Thomas .............................
|
16,400 |
||||||||||||
Carol L. Brosgart ............ |
16,400 |
||||||||||||
Others ............................... |
0 |
0 |
0 |
84,160 |
45,900 |
0 |
0 |
0 |
16,400 |
0 |
Category |
BSA-2014-
1
|
BSA-2014-
2
|
BSA-2014-
3
|
BSA-2014-4 |
BSA- 2014-5 |
BSA-
2014-6
|
BSA-
2014-7
|
BSA-
2015-9
|
BSA-
2015-11-
Santé
Holding
SRL
|
BSA-
2015-12
|
BSA-
2017-1
|
BSA-
2018-1
|
BSA-
2018-2
|
Starting date for
exercising options ....
|
According to
the
achievement
of criteria (see
Terms of
exercise)
|
According to
the
achievement
of criteria (see
Terms of
exercise)
|
According to
the
achievement
of criteria (see
Terms of
exercise)
|
According to
the achievement
of criteria (see
Terms of
exercise)
|
According to
the achievement
of criteria (see
Terms of
exercise)
|
11/03/2014 |
11/03/2014 |
14/09/2015 |
10/12/2015 |
04/12/2016 |
18/09/2017 |
22/01/2018 |
14/05/2018 |
Expiry date. .............. |
11/03/2024 |
11/03/2024 |
11/03/2024 |
11/03/2024 |
11/03/2024 |
11/03/2024 |
11/03/2024 |
14/09/2025 |
04/12/2025 |
04/12/2025 |
18/09/2027 |
22/01/2028 |
14/05/2028 |
or at the end of a period of 90 days following the date on which the beneficiary ceases to work for us |
or at the end of 90 days following the expiration of the beneficiary’s mandate |
||||||||||||
Subscription or
purchase price (€) ....
|
0.1 |
0.1 |
0.1 |
0.1 |
0.1 |
0.1 |
0.1 |
2.07 |
1.78 |
1.78 |
1.29 |
0.9 |
0.73 |
Exercise price per
share (€) ....................
|
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
20.73 |
17.79 |
17.79 |
11.57 |
8.05 |
6.6 |
Terms of exercise ..... |
Note (1) |
Achievement of
objectives
Note (2)
|
Achievement of
objectives
Note (3)
|
Note (4) |
Note (5) |
Note (6) |
Note (7) |
Note (8) |
|||||
Number of shares
subscribed .................
|
39,400 |
44,800 |
98,000.00 |
47,340 |
22,950.00 |
5,200 |
8,100 |
0 |
0 |
0 |
0 |
16,400 |
0 |
Cumulative number
of BSA or BCE
cancelled or lapsed ...
|
0 |
229 |
264 |
0 |
328 |
0 |
0 |
122,274 |
0 |
65,600 |
0 |
16,400 |
32,800 |
BSAs as of
December 31, 2023 ...
|
0 |
0 |
0 |
842 |
229,5 |
0 |
0 |
0 |
96,924 |
16,400 |
16,400 |
16,400 |
0 |
BSA potentially
exercisable as of
December 31 2023,* .
|
0 |
0 |
0 |
842 |
229,5 |
0 |
0 |
0 |
96,924 |
16,400 |
16,400 |
16,400 |
0 |
Plan name |
Free ordinary share plan AGA 2023-1 |
General Meeting date |
June 5, 2023 |
Board of Directors decision |
July 11, 2023 |
Free ordinary shares
granted by the Board of
Directors
|
1,382,796 |
Duration of vesting period |
•212,738 ordinary shares shall vest on July 11, 2024;
•638,214 the ordinary shares shall progressively vest on a monthly basis over a period of three (3)
years starting after July 11, 2024 (i.e. 17,728 ordinary shares per month except for the last month
of the three-year period where 17,734 ordinary shares shall vest);
•531,844 ordinary shares shall vest on the latest date between (i) July 11, 2024, and (ii) the date on
which the relevant performance conditions are fulfilled.
|
Date of availability |
All ordinary shares vesting before July 11, 2025 shall be subject to a lock-up period ending on July 11, 2025.
Ordinary shares vesting after July 11, 2025 are not subject to a lock-up period.
|
Free ordinary shares fully
vested as of December 31,
2023
|
0 |
Free ordinary shares being
vested as of December 31,
2023
|
1,382,796 |
Free ordinary shares
lapsed as of December 31,
2023
|
0 |
Employment conditions |
For all of the ordinary shares, the vesting is subject to the beneficiary of the plan remaining, on the vesting
date, the Chief Executive Officer (CEO) of the Company.
For 531,844 ordinary shares, the vesting is subject to the achievement of various performance conditions. For
106,369 of these 531,844 ordinary shares, the vesting of the ordinary shares was subject to the successful
completion of the initial public offering of the Company’s shares (or depositary receipts representing any
such shares) on the NASDAQ stock exchange in New York allowing the Company to raise an amount of
gross proceeds at least equal to one hundred million dollars ($100,000,000). Such performance condition has
been fulfilled
|
Plan name |
Free ordinary share plan AGA 2023-2 |
General Meeting date |
June 5, 2023 |
Board of Directors decision |
July 11, 2023 |
Free ordinary shares
granted by the Board of
Directors
|
100,000 |
Duration of vesting period |
•25% of the allocated ordinary shares shall vest on July 11, 2024; and
•75% of the allocated ordinary shares shall vest on the latest date between (i) July 11, 2024, and
(ii) the date on which the performance condition is fulfilled.
|
Date of availability |
Each ordinary share vesting before July 11, 2025 shall be subject to a lock-up period ending on July 11,
2025. Ordinary shares vesting after July 11, 2025 are not subject to a lock-up period.
|
Free ordinary shares fully
vested as of December 31,
2023
|
0 |
Free ordinary shares being
vested as of December 31,
2023
|
100,000 |
Free ordinary shares
lapsed as of December 31,
2023
|
0 |
Performance and
employment conditions
|
The vesting of the ordinary shares is not subject to a presence condition.
75% of the allocated ordinary shares are subject to the fulfillment of a performance condition.
|
Plan name |
Free ordinary share plan AGA 2023-3 |
General Meeting date |
June 5, 2023 |
Board of Directors decision |
September 28, 2023 |
Free ordinary shares
granted by the Board of
Directors
|
731,500 |
Duration of vesting period |
•50% of the ordinary shares allocated shall vest on September 28, 2025;
•25% of the ordinary shares allocated shall vest on September 28, 2026; and
•25% of the ordinary shares allocated shall vest on September 28, 2027.
|
Date of availability |
The ordinary shares are not subject to a lock-up period once vested. |
Free ordinary shares fully
vested as of December 31,
2023
|
0 |
Free ordinary shares being
vested as of December 31,
2023
|
731,500 |
Free ordinary shares
lapsed as of December 31,
2023
|
0 |
Performance and
employment conditions
|
For all of the ordinary shares, the vesting is subject to the beneficiary of the plan retaining, on an ongoing
basis, the status of corporate officer or employee of the Company and/or one of its direct and/or indirect
subsidiaries, as applicable.
|
Plan name |
Free ordinary share plan AGA 2023-4 |
General Meeting date |
June 5, 2023 |
Board of Directors decision |
September 28, 2023 |
Free ordinary shares
granted by the Board of
Directors
|
254,250 |
Duration of vesting period |
Subject to the successful completion of a performance condition linked to the initial public offering of the
Company’s shares (or depositary receipts representing any such shares) on the NASDAQ stock exchange in
New York:
•50% of the ordinary shares allocated shall vest on September 28, 2025;
•25% of the ordinary shares allocated shall vest on September 28, 2026; and
•25% of the ordinary shares allocated shall vest on September 28, 2027.
|
Date of availability |
The ordinary shares are not subject to a lock-up period once vested. |
Free ordinary shares fully
vested as of December 31,
2023
|
0 |
Free ordinary shares being
vested as of December 31,
2023
|
254,250 |
Free ordinary shares
lapsed as of December 31,
2023
|
0 |
Performance and
employment conditions
|
For all of the ordinary shares, the vesting is subject to the beneficiary of the plan retaining, on an ongoing
basis, the status of corporate officer or employee of the Company and/or one of its direct and/or indirect
subsidiaries, as applicable.
In addition, the vesting of the ordinary shares was subject to the successful completion of the initial public
offering of the Company’s shares (or depositary receipts representing any such shares) on the NASDAQ
stock exchange in New York allowing the Company to raise an amount of gross proceeds at least equal to
two hundred million dollars ($200,000,000). Such performance condition has been fulfilled.
|
Plan name |
Free ordinary share plan AGA 2023-5 |
General Meeting date |
June 5, 2023 |
Board of Directors decision |
December 1, 2023 |
Free ordinary shares
granted by the Board of
Directors
|
132,750 |
Duration of vesting period |
•50% of the ordinary shares allocated shall vest on December 1st, 2025;
•25% of the ordinary shares allocated shall vest on December 1st, 2026; and
•25% of the ordinary shares allocated shall vest on December 1st, 2027.
|
Date of availability |
The ordinary shares are not subject to a lock-up period once vested. |
Free ordinary shares fully
vested as of December 31,
2023
|
0 |
Free ordinary shares being
vested as of December 31,
2023
|
132,750 |
Free ordinary shares
lapsed as of December 31,
2023
|
0 |
Performance and
employment conditions
|
For all of the ordinary shares, the vesting is subject to the beneficiary of the plan retaining, on an ongoing
basis, the status of corporate officer or employee of the Company and/or one of its direct and/or indirect
subsidiaries, as applicable.
|
Current Position |
Year of Initial
Appointment
|
Term Expiration
Year(1)
|
|
Marc de Garidel |
Chairman |
2023 (as Director and
Chairman)
|
2025 |
Corinna zur Bonsen-Thomas |
Director |
2017 |
2025 |
June Lee |
Director |
2023 |
2026 |
Troy Ignelzi |
Director |
2023 |
2026 |
Truffle Capital (permanent representative to the Board:
Philippe Pouletty)
|
Director |
2013 |
2025 |
Carol L. Brosgart |
Director |
2018 |
2026 |
Sofinnova Partners (permanent representative to the Board:
Kinam Hong)
|
Director |
2019 |
2026 |
Camilla Soenderby |
Director |
2024 |
2025 |
Name of Beneficial Owner
|
Number of
Ordinary
Shares
Beneficially
Owned
|
Percentage of
Ordinary
Shares Benefic
ially
Owned
|
Percentage of
Voting
Power+
|
5% Shareholders: |
|||
TCG Crossover(1) ..................................................................... |
6,056,596 |
9.63% |
8.66% |
Entities managed by Truffle Capital(2) ..................................... |
4,865,007 |
7.73% |
12.84% |
Sofinnova Crossover(3) ............................................................. |
5,264,739 |
8.37% |
9.94% |
Invus(4) ...................................................................................... |
5,569,364 |
8.85% |
7.97% |
Deep Track Capital(5) ............................................................... |
4,297,438 |
6.83% |
6.10% |
Entities affiliated with Venrock(6) ............................................ |
3,611,570 |
5.74% |
5.17% |
Directors and Officers: |
|||
Marc de Garidel(7) .................................................................... |
38,145 |
* |
* |
Didier Blondel(8) ....................................................................... |
67,374 |
* |
* |
Pierre Courteille(9) .................................................................... |
67,374 |
* |
* |
Didier Scherrer(10) .................................................................... |
35,773 |
* |
* |
Sheldon Sloan ............................................................................ |
— |
— |
— |
Michael Ferguson ...................................................................... |
— |
— |
— |
Ida Hatoum ................................................................................ |
— |
— |
— |
June Lee ..................................................................................... |
— |
— |
— |
Troy Ignelzi ............................................................................... |
— |
— |
— |
Carol L. Brosgart(11) ................................................................ |
16,400 |
* |
* |
Corinna zur Bonsen-Thomas(12) .............................................. |
16,400 |
* |
* |
Kinam Hong (representing Sofinnova Partners)(13) ................. |
5,264,739 |
8.37% |
9.94% |
Paolo Rampulla (representing Santé Holdings SRL)(14) .......... |
838,465 |
1.33% |
2.06% |
Philippe Pouletty (representing Truffle Capital)(15) ................. |
5,140,007 |
8.17% |
13.63% |
All directors and officers as a group (14 persons) ..................... |
11,484,677 |
18.18% |
25.90% |
Entities affiliated
with
Truffle Capital
|
Sofinnova
Crossover
|
TCG
Crossover
|
Entities
affiliated
With
Venrock
|
Deep
Track
Capital
|
Invus
|
||
Private placement
in 2023 ...........
|
Number of
ordinary shares
purchased (#)
|
— |
1,535,000 |
2,650,000 |
1,150,000
(1)
|
2,000,000 |
2,150,000 |
Purchase price
per share (€)
|
— |
6.50 |
6.50 |
6.50 |
6.50 |
6.50 |
|
U.S. Initial
Public Offering
in 2023
|
Number of
ordinary shares
purchased (#)
|
265,000(2) |
1,200,000 |
1,100,000 |
700,000(3) |
1,750,000 |
1,500,000 |
Purchase price
per share (€)
|
10.99 |
10.99 |
10.99 |
10.99 |
10.99 |
10.99 |
Average Market
Capitalization
|
ADVT |
Maximum Cumulated Amount Outstanding
Under Both First and Second Tranches of
the Heights Financing
|
At least €700,000,000 |
At least €900,000 |
€45,000,000 |
At least €850,000,000 |
At least €1,250,000 |
€55,000,000 |
At least €1,000,000,000 |
At least €1,500,000 |
€65,000,000 |
Year ended December 31,
2021
|
Year ended December 31,
2022
|
Year ended December 31,
2023
|
||||
Currency (thousands) |
Foreign
currency
|
Euros |
Foreign
currency
|
Euros |
Foreign
currency
|
Euros |
Australian dollar .......................................................... |
— |
— |
19 |
13 |
— |
— |
Brazilian real ............................................................... |
— |
— |
— |
— |
— |
— |
Chinese yuan renminbi ................................................ |
— |
— |
— |
— |
61 |
8 |
Danish kroner .............................................................. |
— |
— |
— |
— |
120 |
16 |
Hungarian forints ......................................................... |
1,454 |
4 |
— |
— |
3,517 |
9 |
Israeli shekel ................................................................ |
— |
— |
21 |
6 |
— |
— |
Japanese yen ................................................................ |
728 |
5 |
1,128 |
8 |
— |
— |
Pound sterling .............................................................. |
1,518 |
1,762 |
600 |
708 |
359 |
410 |
Swedish krona ............................................................. |
115 |
11 |
115 |
11 |
350 |
30 |
Swiss franc .................................................................. |
4 |
4 |
27 |
28 |
49 |
50 |
United States dollar ..................................................... |
1,494 |
1,262 |
1,426 |
1,390 |
10,861 |
10,112 |
Total |
5,313 |
3,048 |
3,336 |
2,164 |
15,317 |
10,636 |
Service |
Fees |
Issuance of ADSs (e.g., an issuance of ADS upon a
deposit of ordinary shares, upon a change in the ADS(s)-
to-ordinary share ratio, or for any other reason), excluding
ADS issuances as a result of distributions of ordinary
shares)
|
Up to U.S. 5¢ per ADS issued |
Cancellation of ADSs (e.g., a cancellation of ADSs for
delivery of deposited property, upon a change in the
ADS(s)-to-ordinary share ratio, or for any other reason)
|
Up to U.S. 5¢ per ADS cancelled |
Distribution of cash dividends or other cash distributions
(e.g., upon a sale of rights and other entitlements)
|
Up to U.S. 5¢ per ADS held |
Distribution of ADSs pursuant to (i) share dividends or
other free share distributions, or (ii) exercise of rights to
purchase additional ADSs
|
Up to U.S. 5¢ per ADS held |
Distribution of securities other than ADSs or rights to
purchase additional ADSs (e.g., upon a spin-off)
|
Up to U.S. 5¢ per ADS held |
ADS Services |
Up to U.S. 5¢ per ADS held on the applicable record
date(s) established by the depositary bank
|
Registration of ADS transfers (e.g., upon a registration of
the transfer of registered ownership of ADSs, upon a
transfer of ADSs into DTC and vice versa, or for any other
reason)
|
Up to U.S. 5¢ per ADS (or fraction thereof) transferred |
Conversion of ADSs of one series for ADSs of another
series (e.g., upon conversion of Partial Entitlement ADSs
for Full Entitlement ADSs, or upon conversion of
Restricted ADSs (each as defined in the Deposit
Agreement) into freely transferable ADSs, and vice versa).
|
Up to U.S. 5¢ per ADS (or fraction thereof) converted |
(amounts in thousands of euros) |
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
Audit fees |
100 |
1,714 |
Audit-related fees |
— |
— |
Tax fees |
— |
— |
All other fees |
740 |
492 |
Total |
840 |
2,206 |
Exhibit
Number
|
Description of Exhibit |
1.1 |
By-laws (statuts) of the registrant (English translation) (incorporated by reference to Exhibit 3.1 of the
Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on
September 29, 2023)
|
2.1* |
|
2.2 |
Form of Deposit Agreement (incorporated by reference to Exhibit (a) to the Form F-6 Registration
Statement (File No. 333-274845), filed with the Commission on October 3, 2023)
|
2.3 |
Form of American Depositary Receipt (included in Exhibit 2.2) |
4.1 ^ |
OCABSA Issue Agreement between Abivax SA and Kreos Capital VII (UK) Limited and Claret European
Growth Capital Fund III SCSp dated August 20, 2023 (incorporated by reference to Exhibit 10.1 of the
Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on
September 29, 2023)
|
4.2 ^ |
Subscription Agreement between Abivax SA and Kreos Capital VII (UK) Limited, Kreos Capital VII
Aggregator SCSp, Claret European Specialty Lending Company III, S.à r.l., Claret European Growth
Capital Fund III SCSp dated August 20, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s
Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on September 29,
2023)
|
4.3 ^ |
Tranche A-B Warrants Issue Agreement between Abivax SA and Kreos Capital VII Aggregator SCSp and
Claret European Growth Capital Fund III SCSp dated August 20, 2023 (incorporated by reference to
Exhibit 10.3 of the Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the
Commission on September 29, 2023)
|
4.4 |
Claret European Growth Capital Fund III SCSp dated August 20, 2023 (incorporated by reference to
Exhibit 10.4 of the Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the
Commission on September 29, 2023)
|
4.5 ^ |
(incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form F-1 (File No.
333-274780) filed with the Commission on September 29, 2023)
|
4.6 ^ |
August 20, 2023 (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on
Form F-1 (File No. 333-274780) filed with the Commission on September 29, 2023)
|
4.7 ^ |
(incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form F-1 (File No.
333-274780) filed with the Commission on September 29, 2023)
|
4.8 ^ |
September 1, 2017 (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on
Form F-1 (File No. 333-274780) filed with the Commission on September 29, 2023)
|
4.9 ^ |
GmbH dated January 1, 2022 (incorporated by reference to Exhibit 10.9 of the Company’s Registration
Statement on Form F-1 (File No. 333-274780) filed with the Commission on September 29, 2023)
|
4.10 ^ |
(incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form F-1 (File
No. 333-274780) filed with the Commission on September 29, 2023)
|
4.11 ^ |
Auxiliaires et de Synthèse dated March 11, 2016 (incorporated by reference to Exhibit 10.11 of the
Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on
September 29, 2023)
|
4.12 ^ |
Produits Chimiques Auxiliaires et de Synthèse dated March 2, 2021 (incorporated by reference to Exhibit
10.12 of the Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the
Commission on September 29, 2023)
|
4.13 ^ |
(incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form F-1 (File
No. 333-274780) filed with the Commission on September 29, 2023)
|
4.14 ^ |
(incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form F-1 (File
No. 333-274780) filed with the Commission on September 29, 2023)
|
4.15 ^ |
Montpellier, and the Institut Curie dated December 18, 2008 (incorporated by reference to Exhibit 10.15 of
the Company’s Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on
September 29, 2023)
|
4.16* |
|
4.17* |
|
4.18* |
|
8.1 |
List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s
Registration Statement on Form F-1 (File No. 333-274780) filed with the Commission on September 29,
2023)
|
12.1* |
|
12.2* |
|
13.1** |
|
13.2** |
|
97.1* |
|
101.INS |
Inline XBRL Instance Document |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1347) ........................ |
F-2
|
Consolidated Statements of Financial Position .................................................................................. |
F-3
|
Consolidated Statements of Income (Loss) ....................................................................................... |
F-4
|
Consolidated Statements of Comprehensive Income (Loss) ............................................................. |
F-5
|
Consolidated Statements of Changes in Shareholders’ Equity .......................................................... |
F-6
|
Consolidated Statements of Cash Flows ............................................................................................ |
F-7
|
Notes to the Consolidated Financial Statements ................................................................................ |
F-8
|
(Amounts in thousands of euros) |
Notes |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
|||
ASSETS |
|||||||
Non-current assets |
|||||||
Goodwill |
6 |
32,005 |
18,419 |
18,419 |
|||
Intangible assets |
7 |
93 |
6,607 |
6,604 |
|||
Property, plant and equipment |
8 |
305 |
1,592 |
878 |
|||
Other financial assets |
9 |
1,342 |
11,708 |
12,870 |
|||
Other assets |
10 |
— |
1,037 |
2,320 |
|||
Total non-current assets |
33,745 |
39,363 |
41,090 |
||||
Current assets |
|||||||
Other financial assets |
9 |
— |
— |
9,186 |
|||
Other receivables and assets |
10 |
14,784 |
9,231 |
24,845 |
|||
Cash and cash equivalents |
11 |
60,701 |
26,950 |
251,942 |
|||
Total current assets |
75,485 |
36,181 |
285,972 |
||||
TOTAL ASSETS |
109,230 |
75,544 |
327,062 |
||||
LIABILITIES AND SHAREHOLDERS'
EQUITY
|
|||||||
Shareholders’ equity |
|||||||
Share capital |
168 |
223 |
629 |
||||
Premiums related to share capital |
107,578 |
150,476 |
478,218 |
||||
Reserves |
— |
— |
112 |
||||
Retained earnings |
(39,361) |
(82,770) |
(135,209) |
||||
Net loss for the period |
(42,452) |
(60,740) |
(147,740) |
||||
Total shareholders’ equity |
13 |
25,934 |
7,189 |
196,010 |
|||
Non-current liabilities |
|||||||
Retirement benefit obligations |
16 |
693 |
610 |
629 |
|||
Provisions |
98 |
40 |
30 |
||||
Borrowings |
15 |
16,458 |
9,127 |
2,563 |
|||
Convertible loan notes |
15 |
18,191 |
19,332 |
42,295 |
|||
Derivative instruments |
15 |
9,932 |
566 |
— |
|||
Royalty certificates |
15 |
— |
3,287 |
12,229 |
|||
Other financial liabilities |
15 |
5,659 |
3,262 |
3,262 |
|||
Total non-current liabilities |
51,032 |
36,223 |
61,008 |
||||
Current liabilities |
|||||||
Borrowings |
15 |
9,608 |
10,077 |
1,655 |
|||
Convertible loan notes |
15 |
625 |
625 |
8,952 |
|||
Derivative instruments |
15 |
— |
— |
2,579 |
|||
Other financial liabilities |
15 |
1,112 |
3,521 |
3,509 |
|||
Trade payables and other current liabilities |
17.1 |
18,558 |
15,475 |
47,221 |
|||
Tax and employee-related payables |
17.2 |
2,200 |
2,300 |
6,073 |
|||
Deferred income |
162 |
133 |
52 |
||||
Total current liabilities |
32,265 |
32,132 |
70,042 |
||||
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY
|
109,230 |
75,544 |
327,062 |
(Amounts in thousands of euros, except per share
amounts)
|
Notes |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
|||
Other operating income |
18 |
11,961 |
4,583 |
4,621 |
|||
Total operating income |
11,961 |
4,583 |
4,621 |
||||
Sales and marketing |
19.1 |
— |
— |
(6,431) |
|||
Research and development |
19.2 |
(47,781) |
(48,295) |
(103,176) |
|||
General and administrative |
19.3 |
(5,580) |
(7,492) |
(22,390) |
|||
Goodwill impairment loss |
6 |
— |
(13,632) |
— |
|||
Total operating expenses |
(53,361) |
(69,419) |
(131,997) |
||||
Operating loss |
(41,400) |
(64,836) |
(127,376) |
||||
Financial expenses |
(3,561) |
(7,022) |
(27,875) |
||||
Financial income |
2,509 |
11,118 |
7,511 |
||||
Financial gain (loss) |
21 |
(1,052) |
4,096 |
(20,364) |
|||
Net loss before tax |
(42,452) |
(60,740) |
(147,740) |
||||
Income tax |
22 |
— |
— |
— |
|||
Net loss for the period |
(42,452) |
(60,740) |
(147,740) |
||||
Loss per share (€/share) |
|||||||
Weighted average number of outstanding shares used
for computing basic/diluted loss per share
|
15,455,991 |
19,092,442 |
43,066,012 |
||||
Basic / diluted loss per share (€/share) |
23 |
(2.75) |
(3.18) |
(3.43) |
(Amounts in thousands of euros) |
Notes |
YEAR ENDED
DECEMBER
31, 2021
|
YEAR ENDED
DECEMBER
31, 2022
|
YEAR ENDED
DECEMBER
31, 2023
|
|||
Net loss for the period |
(42,452) |
(60,740) |
(147,740) |
||||
Items that will not be reclassified to profit or loss |
169 |
235 |
112 |
||||
Actuarial gains and losses on retirement benefit obligations |
16 |
169 |
235 |
112 |
|||
Items that are or may be reclassified subsequently to profit
or loss
|
— |
— |
112 |
||||
Foreign currency translation differences |
— |
— |
112 |
||||
Other comprehensive income (loss) |
169 |
235 |
225 |
||||
Total comprehensive income (loss) for the period |
(42,283) |
(60,506) |
(147,516) |
(Amounts in thousands of euros) |
Notes |
NUMBER OF
SHARES
ISSUED
|
SHARE
CAPITAL
|
PREMIUMS
RELATED TO
SHARE
CAPITAL
|
TRANSLATION
RESERVE
|
RETAINED
EARNINGS
|
NET LOSS
FOR THE
YEAR
|
TOTAL
SHAREHOLDER
'S EQUITY
|
||||||
AS OF
JANUARY 1, 2021
|
14,320,271 |
143 |
42,073 |
— |
-2,851 |
-37,633 |
1,733 |
|||||||
Net loss for the period |
0 |
— |
— |
— |
— |
-42,452 |
-42,452 |
|||||||
Other comprehensive income (loss) |
16 |
0 |
— |
— |
— |
169 |
— |
169 |
||||||
Total comprehensive loss for the period |
0 |
— |
— |
— |
169 |
-42,452 |
-42,283 |
|||||||
Appropriation of prior period net loss |
0 |
— |
— |
— |
-37,633 |
37,633 |
— |
|||||||
Capital increase from issuance of ordinary
shares
|
13.3 |
1,964,031 |
20 |
59,982 |
— |
— |
— |
60,001 |
||||||
Transaction costs related to capital increase |
13.3 |
0 |
— |
-4,090 |
— |
— |
— |
-4,090 |
||||||
Exercises of share warrants under the
Equity line agreement
|
13.2, 13.3 |
312,000 |
3 |
8,094 |
— |
— |
— |
8,097 |
||||||
Exercises of share warrants |
13.3, 14 |
167,749 |
2 |
1,520 |
— |
— |
— |
1,522 |
||||||
Shares based compensation expense |
14 |
0 |
— |
— |
— |
828 |
— |
828 |
||||||
Transaction on treasury shares |
13.1 |
0 |
— |
— |
— |
126 |
— |
126 |
||||||
AS OF
DECEMBER 31, 2021
|
16,764,051 |
168 |
107,578 |
— |
-39,361 |
-42,452 |
25,934 |
|||||||
AS OF
DECEMBER 31, 2021
|
16,764,051 |
168 |
107,578 |
— |
-39,361 |
-42,452 |
25,934 |
|||||||
Net loss for the period |
0 |
— |
— |
— |
— |
-60,740 |
-60,740 |
|||||||
Other comprehensive income (loss) |
16 |
0 |
— |
— |
— |
235 |
— |
235 |
||||||
Total comprehensive loss for the period |
— |
— |
— |
235 |
-60,740 |
-60,506 |
||||||||
Appropriation of prior period net loss |
0 |
— |
— |
— |
-42,452 |
42,452 |
— |
|||||||
Capital increase from issuance of ordinary
shares
|
13.3 |
5,530,000 |
55 |
46,176 |
— |
— |
— |
46,231 |
||||||
Transaction costs related to capital increase |
13.3 |
0 |
— |
-3,280 |
— |
— |
— |
-3,280 |
||||||
Exercises of share warrants |
13.3, 14 |
19,134 |
— |
2 |
— |
— |
— |
3 |
||||||
Shares based compensation expense |
14 |
0 |
— |
— |
— |
-1,164 |
— |
-1,164 |
||||||
Transactions on treasury shares |
13.1 |
0 |
— |
— |
— |
-28 |
— |
-28 |
||||||
AS OF
DECEMBER 31, 2022
|
22,313,185 |
223 |
150,476 |
— |
-82,770 |
-60,740 |
7,189 |
|||||||
AS OF
DECEMBER 31, 2022
|
22,313,185 |
223 |
150,476 |
— |
-82,770 |
-60,740 |
7,189 |
|||||||
Net loss for the period |
0 |
— |
— |
— |
— |
-147,740 |
-147,740 |
|||||||
Other comprehensive income (loss) |
16 |
0 |
— |
— |
112 |
112 |
— |
225 |
||||||
Total comprehensive loss for the period |
0 |
— |
— |
112 |
112 |
-147,740 |
-147,516 |
|||||||
Appropriation of prior period net loss |
0 |
— |
— |
— |
-60,740 |
60,740 |
— |
|||||||
Capital increase from issuance of ordinary
shares
|
13.3 |
40,325,500 |
403 |
352,974 |
— |
— |
— |
353,377 |
||||||
Transaction costs related to capital increase |
13.3 |
0 |
— |
-28,111 |
— |
— |
— |
-28,111 |
||||||
Issue of convertible notes |
15.1. |
0 |
— |
1,030 |
— |
— |
— |
1,030 |
||||||
Exercises of the Kreos share warrants |
13.3, 15.3 |
99,583 |
1 |
1,849 |
— |
— |
— |
1,850 |
||||||
Exercises of other share warrants |
13.3, 14 |
190,550 |
2 |
— |
— |
— |
— |
2 |
||||||
Shares based compensation expense |
14 |
0 |
— |
— |
— |
8,179 |
— |
8,179 |
||||||
Transaction on treasury shares |
13.1 |
0 |
— |
— |
— |
10 |
— |
10 |
||||||
AS OF
DECEMBER 31, 2023
|
62,928,818 |
629 |
478,218 |
112 |
-135,209 |
-147,740 |
196,010 |
(Amounts in thousands of euros) |
Notes |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
|||
Cash flows used in operating activities |
|||||||
Net loss for the period |
(42,452) |
(60,740) |
(147,740) |
||||
Ajustments for: |
|||||||
Elimination of amortization of intangibles and depreciation of property, plant and equipment |
302 |
485 |
707 |
||||
Elimination of Impairment loss of goodwill |
6 |
— |
13,632 |
— |
|||
Elimination of retirement benefit obligations |
16 |
117 |
143 |
109 |
|||
Elimination of share-based compensation expenses |
14 |
828 |
(1,164) |
8,179 |
|||
(-) Net gain on sale of treasury shares |
— |
(108) |
(34) |
||||
Interest expenses and other financial expenses |
21 |
3,561 |
7,028 |
24,827 |
|||
Financial income |
21 |
— |
(288) |
(2,953) |
|||
Effect of unwinding the discount related to advances |
1,939 |
(2) |
(355) |
||||
Increase/(decrease) in derivatives and liabilities fair value |
15 |
(2,427) |
(10,817) |
(1,158) |
|||
Forgiveness of Covid 19 conditional advances |
17 |
(6,348) |
— |
— |
|||
Other |
98 |
(100) |
22 |
||||
Cash flows used in operating activities before change in working capital requirements |
(44,381) |
(51,933) |
(118,395) |
||||
Decrease / (increase) in other receivables and other assets |
(1,977) |
312 |
(14,231) |
||||
Increase / (decrease) in trade payables |
1,141 |
(2,388) |
31,757 |
||||
Increase / (decrease) in tax and social security liabilities |
209 |
100 |
3,821 |
||||
Increase / (decrease) in deferred income and other liabilities |
(41) |
(26) |
(81) |
||||
Changes in working capital requirements |
(667) |
(2,002) |
21,265 |
||||
Cash flows used in operating activities |
(45,048) |
(53,936) |
(97,130) |
||||
Cash flows used in investing activities |
|||||||
Acquisitions of intangible assets |
— |
(35) |
— |
||||
Acquisitions of property, plant and equipment |
(47) |
(288) |
(265) |
||||
Advance made to CROs |
10 |
— |
(12,187) |
(1,620) |
|||
Payments for the acquisition of Prosynergia, incl. related costs, net of cash acquired (1) |
4.15 & 10 |
(2,176) |
(2,913) |
— |
|||
Increase in Deposits and other financial assets |
9 |
(9) |
(142) |
(9,351) |
|||
Decrease in Deposits |
9 |
— |
218 |
741 |
|||
Repayment / (disbursement) of the advance made to the Nice CHU |
10 |
(4,000) |
3,302 |
— |
|||
Interest received |
— |
19 |
2,400 |
||||
Cash flows used in investing activities |
(6,232) |
(12,026) |
(8,095) |
||||
Cash flows provided by (used in) financing activities |
|||||||
Capital increases |
13 |
69,683 |
46,231 |
353,377 |
|||
Transaction costs related to capital increase |
13 |
(4,153) |
(3,280) |
(28,111) |
|||
Warrants subscription |
— |
3 |
3 |
||||
Repayments of KREOS (2) 1&2 bond loans |
15 |
(5,537) |
(9,410) |
(11,635) |
|||
Repayments of convertible loan notes |
15 |
— |
— |
(27,188) |
|||
Net proceeds from convertible loan notes |
15 |
24,913 |
— |
55,841 |
|||
Repayment of PGE |
15 |
— |
— |
(1,250) |
|||
Net proceeds from sale of royalty certificate |
15 |
— |
2,931 |
— |
|||
Net proceeds from sale of treasury shares |
15 |
— |
143 |
10 |
|||
Repayments of conditional advances |
15 |
(70) |
(90) |
(110) |
|||
Payments of the lease liabilities |
15 |
(249) |
(301) |
(529) |
|||
Interest paid |
15 |
(1,908) |
(4,015) |
(5,279) |
|||
Other |
— |
— |
160 |
||||
Cash flows provided by (used in) financing activities |
82,679 |
32,211 |
335,290 |
||||
Effect of movements in exchange rates on cash held |
11 |
— |
— |
(5,072) |
|||
Increase (decrease) in cash and cash equivalents |
31,399 |
(33,751) |
224,992 |
||||
Cash and cash equivalents at the beginning of the year |
11 |
29,302 |
60,701 |
26,950 |
|||
Cash and cash equivalents at the end of the year |
11 |
60,701 |
26,950 |
251,942 |
|||
Increase (decrease) in cash and cash equivalents |
31,399 |
(33,751) |
224,992 |
DEPRECIATION PERIOD |
||
Buildings |
||
Office fixtures and fittings |
3 years (1) |
|
Equipment |
||
Industrial materials and equipment |
5 to 10 years |
|
Technical facilities |
5 to 10 years |
|
Furniture and computer equipment: |
||
Office equipment |
5 to 10 years |
|
IT equipment |
3 years |
|
Furniture |
10 years |
(Amounts in thousands of euros) |
Amount allocated as
of April 1, 2022
|
Cash prepayment made in 2021 ........ |
325 |
Loan granted to Prosynergia in 2021 |
1,400 |
Cash payment made in 2022 ............. |
2,925 |
Acquisition fees (1) ........................... |
466 |
Earn-out measured at fair value ........ |
1,446 |
Total acquisition cost allocated ...... |
6,562 |
Patents ............................................... |
6,529 |
Cash and cash equivalents ................ |
42 |
Total assets ...................................... |
6,571 |
Total liabilities ................................. |
(9) |
Total net assets ................................ |
6,562 |
(amounts in thousands of euros) |
LICENCES |
SOFTWARES |
PATENTS |
OTHER
INTANGIBLE
ASSETS
|
TOTAL |
||||
GROSS VALUES |
|||||||||
AS OF
JANUARY 1, 2021
|
85 |
24 |
110 |
||||||
Acquisition |
— |
— |
— |
— |
— |
||||
Disposal |
— |
— |
— |
— |
— |
||||
Transfer |
— |
— |
— |
— |
— |
||||
AS OF
DECEMBER 31, 2021
|
85 |
24 |
— |
— |
110 |
||||
Acquisition |
35 |
— |
6,529 |
6,564 |
|||||
Disposal |
— |
— |
— |
— |
— |
||||
Transfer |
— |
— |
— |
— |
— |
||||
AS OF
DECEMBER 31, 2022
|
120 |
24 |
6,529 |
— |
6,673 |
||||
Acquisition |
— |
— |
— |
— |
|||||
Disposal |
— |
||||||||
Transfer |
— |
— |
|||||||
AS OF
DECEMBER 31, 2023
|
120 |
24 |
6,529 |
— |
6,673 |
(amounts in thousands of euros) |
LICENCES |
SOFTWARES |
PATENTS |
OTHER
INTANGIBLE
ASSETS
|
TOTAL |
||||
AMORTIZATION |
|||||||||
AS OF
JANUARY 1, 2021
|
0 |
-12 |
-12 |
||||||
Increase |
0 |
-4 |
0 |
0 |
-4 |
||||
Decrease |
0 |
0 |
0 |
0 |
0 |
||||
AS OF
DECEMBER 31, 2021
|
0 |
-17 |
0 |
0 |
-17 |
||||
Increase |
-45 |
-4 |
0 |
0 |
-50 |
||||
Decrease |
0 |
0 |
0 |
0 |
0 |
||||
AS OF
DECEMBER 31, 2022
|
-45 |
-21 |
0 |
0 |
-66 |
||||
Increase |
0 |
-3 |
0 |
0 |
-2 |
||||
Decrease |
0 |
0 |
0 |
0 |
0 |
||||
AS OF
DECEMBER 31, 2023
|
-45 |
-24 |
0 |
0 |
-69 |
(amounts in thousands of euros) |
LICENCES |
SOFTWARES |
PATENTS |
OTHER
INTANGIBLE
ASSETS
|
TOTAL |
||||
NET BOOK VALUES |
|||||||||
AS OF
JANUARY 1, 2021
|
85 |
12 |
— |
— |
97 |
||||
AS OF
DECEMBER 31, 2021
|
85 |
8 |
— |
— |
93 |
||||
AS OF
DECEMBER 31, 2022
|
75 |
3 |
6,529 |
— |
6,607 |
||||
AS OF
DECEMBER 31, 2023
|
75 |
— |
6,529 |
— |
6,604 |
(amounts in thousands of euros) |
BUILDINGS |
EQUIPMENT |
FURNITURE
AND
COMPUTER
EQUIPMENT
|
TOTAL |
OF WHICH
ROU
|
||||
GROSS VALUES |
|||||||||
AS OF
JANUARY 1, 2021
|
593 |
447 |
194 |
1,234 |
636 |
||||
Acquisition |
23 |
87 |
109 |
62 |
|||||
Disposal |
(67) |
(46) |
(114) |
(16) |
|||||
Transfer |
|||||||||
AS OF
DECEMBER 31, 2021
|
593 |
402 |
235 |
1,230 |
682 |
||||
Acquisition |
1,618 |
39 |
111 |
1,768 |
1,472 |
||||
Disposal |
(593) |
(3) |
(1) |
(597) |
(593) |
||||
Transfer |
|||||||||
AS OF
DECEMBER 31, 2022
|
1,618 |
436 |
346 |
2,400 |
1,561 |
||||
Acquisition |
350 |
103 |
161 |
614 |
350 |
||||
Disposal |
(622) |
(27) |
(649) |
(649) |
|||||
Transfer |
|||||||||
AS OF
DECEMBER 31, 2023
|
1,346 |
513 |
507 |
2,366 |
1,262 |
(amounts in thousands of euros) |
BUILDINGS |
EQUIPMENT |
FURNITURE
AND
COMPUTER
EQUIPMENT
|
TOTAL |
OF WHICH
ROU
|
||||
DEPRECIATION |
|||||||||
AS OF
JANUARY 1, 2021
|
(222) |
(368) |
(151) |
(741) |
(243) |
||||
Increase |
(222) |
(45) |
(30) |
(297) |
(244) |
||||
Decrease |
— |
67 |
46 |
114 |
16 |
||||
AS OF
DECEMBER 31, 2021
|
(445) |
(346) |
(134) |
(925) |
(470) |
||||
Increase |
(407) |
(35) |
(38) |
(481) |
(414) |
||||
Decrease |
593 |
3 |
1 |
597 |
593 |
||||
AS OF
DECEMBER 31, 2022
|
(259) |
(378) |
(171) |
(808) |
(290) |
||||
Increase |
(578) |
(36) |
(94) |
(708) |
(498) |
||||
Decrease |
— |
27 |
— |
27 |
27 |
||||
AS OF
DECEMBER 31, 2023
|
(837) |
(387) |
(265) |
(1,488) |
(761) |
(amounts in thousands of euros) |
BUILDINGS |
EQUIPMENT |
FURNITURE
AND
COMPUTER
EQUIPMENT
|
TOTAL |
OF WHICH
ROU
|
||||
NET BOOK VALUES |
|||||||||
AS OF
JANUARY 1, 2021
|
371 |
79 |
44 |
493 |
394 |
||||
AS OF
DECEMBER 31, 2021
|
148 |
56 |
101 |
305 |
212 |
||||
AS OF
DECEMBER 31, 2022
|
1,359 |
59 |
175 |
1,592 |
1,270 |
||||
AS OF
DECEMBER 31, 2023
|
509 |
126 |
242 |
878 |
501 |
(amounts in thousands of euros) |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
OTHER FINANCIAL ASSETS |
|||||
Advances related to CRO contracts |
— |
10,471 |
12,172 |
||
Deposits |
1,342 |
1,238 |
574 |
||
Other |
— |
— |
124 |
||
Total other non-current financial assets |
1,342 |
11,708 |
12,870 |
||
Other investments |
— |
— |
9,050 |
||
Deposits |
— |
— |
136 |
||
Total other current financial assets |
— |
— |
9,186 |
||
Other financial assets |
1,342 |
11,708 |
22,055 |
(amounts in thousands of euros) |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
OTHER RECEIVABLES AND OTHER ASSETS |
|||||
Prepaid expenses - non current |
— |
1,037 |
2,320 |
||
Total non-current other assets |
— |
1,037 |
2,320 |
||
Research tax credit ("CIR") |
4,374 |
4,595 |
4,600 |
||
VAT receivables |
3,961 |
3,467 |
14,439 |
||
Advance made to the Nice CHU |
4,000 |
— |
— |
||
Advance payments for the acquisition of Prosynergia |
1,725 |
— |
— |
||
Prepaid expenses |
721 |
915 |
5,746 |
||
Credit notes |
4 |
254 |
60 |
||
Total current other receivables and assets |
14,784 |
9,231 |
24,845 |
||
Other receivables and other assets |
14,784 |
10,268 |
27,164 |
(amounts in thousands of euros) |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
CASH AND CASH EQUIVALENTS |
|||||
Cash equivalents |
6 |
6 |
18,105 |
||
Cash |
60,695 |
26,944 |
233,837 |
||
Cash and cash equivalents |
60,701 |
26,950 |
251,942 |
AS OF
DECEMBER 31, 2021
|
|||||||||
(amounts in thousands of euros) |
AMOUNT
RECOGNIZED
IN THE
STATEMENT
OF FINANCIAL
POSITION
|
FAIR VALUE |
ASSETS/
LIABILITIES
AT FAIR
VALUE
THROUGH
PROFIT AND
LOSS
|
ASSETS AT
AMORTIZED
COST
|
LIABILITIES
AT AMORTIZED
COST
|
||||
Other financial assets (2) |
1,342 |
1,342 |
— |
1,342 |
— |
||||
Other receivables and assets (2) |
14,784 |
14,784 |
— |
14,784 |
— |
||||
Cash and cash equivalents (1) |
60,701 |
60,701 |
— |
60,701 |
— |
||||
Total financial assets |
76,827 |
76,827 |
— |
76,827 |
— |
||||
Financial liabilities—non-current portion (4, Note 15) |
50,240 |
52,589 |
9,932 |
— |
42,657 |
||||
Financial liabilities—current portion (3, Note 15) |
11,345 |
11,345 |
— |
— |
11,345 |
||||
Trade payables and other current liabilities (3) |
18,558 |
18,558 |
— |
— |
18,558 |
||||
Total financial liabilities |
80,143 |
82,491 |
9,932 |
— |
72,559 |
AS OF
DECEMBER 31, 2022
|
|||||||||
(amounts in thousands of euros) |
AMOUNT
RECOGNIZED
IN THE
STATEMENT
OF FINANCIAL
POSITION
|
FAIR VALUE |
ASSETS/
LIABILITIES
AT FAIR
VALUE
THROUGH
PROFIT AND
LOSS
|
ASSETS AT
AMORTIZED
COST
|
LIABILITIES
AT AMORTIZED
COST
|
||||
Other financial assets (2) |
11,708 |
11,271 |
— |
11,271 |
— |
||||
Other receivables and assets (2) |
9,231 |
9,231 |
— |
9,231 |
— |
||||
Cash and cash equivalents (1) |
26,950 |
26,950 |
— |
26,950 |
— |
||||
Total financial assets |
47,889 |
47,452 |
— |
47,452 |
— |
||||
Financial liabilities—non-current portion (4, Note 15) |
35,573 |
28,771 |
566 |
— |
28,205 |
||||
Financial liabilities—current portion (3, Note 15) |
14,224 |
14,224 |
— |
— |
14,224 |
||||
Trade payables and other current liabilities (3) |
15,475 |
15,475 |
— |
— |
15,475 |
||||
Total financial liabilities |
65,272 |
58,469 |
566 |
— |
57,903 |
AS OF
DECEMBER 31, 2023
|
|||||||||
(amounts in thousands of euros) |
AMOUNT
RECOGNIZED
IN THE
STATEMENT
OF FINANCIAL
POSITION
|
FAIR VALUE |
ASSETS/
LIABILITIES
AT FAIR
VALUE
THROUGH
PROFIT AND
LOSS
|
ASSETS AT
AMORTIZED
COST
|
LIABILITIES
AT AMORTIZED
COST
|
||||
Other financial assets (2) |
22,055 |
22,394 |
— |
22,394 |
— |
||||
Other receivables and assets (2) |
27,164 |
27,164 |
— |
27,164 |
— |
||||
Cash and cash equivalents (1) |
251,942 |
251,942 |
— |
251,942 |
— |
||||
Total financial assets |
301,161 |
301,500 |
— |
301,500 |
— |
||||
Financial liabilities—non-current portion (4, Note 15) |
60,349 |
61,274 |
18,506 |
— |
42,768 |
||||
Financial liabilities—current portion (3, Note 15) |
16,696 |
16,696 |
11,531 |
— |
5,165 |
||||
Trade payables and other current liabilities (3) |
47,221 |
47,221 |
— |
— |
47,221 |
||||
Total financial liabilities |
124,266 |
125,191 |
30,037 |
— |
95,154 |
NUMBER OF
BSAs
OUTSTANDING
|
MAXIMUM
NUMBER
OF SHARES
TO BE
ISSUED
|
NUMBER OF
BSAs
EXERCISED
|
NUMBER
OF BSAs
LAPSED
|
NUMBER OF
BSAs
OUTSTANDING
|
MAXIMUM
NUMBER OF
SHARES
TO BE
ISSUED
|
|
FOR THE YEAR ENDED |
||||||
AS OF DECEMBER 31, 2021
|
DECEMBER 31, 2022
|
AS OF DECEMBER 31, 2022
|
||||
BSAs granted under the Equity line
agrement ......................................
|
300,000 |
300,000 |
— |
(300,000) |
— |
— |
GRANT DAT
E
|
TYPE |
NUMBER OF
BCEs ISSUED
|
NUMBER OF
BCE
OUTSTANDI
NG AS OF
JANUARY 1,
2023
|
NUMBER OF
LAPSED
BCEs
|
NUMBER OF
EXERCISED
BCEs
|
NUMBER OF
BCEs
OUTSTANDI
NG
|
NUMBER OF
BCEs
EXERCISAB
LE
|
MAXIMUM
NUMBER OF
SHARES TO
BE ISSUED
IF ALL
CONDITION
S ARE MET
|
||||||||
YEAR ENDED
DECEMBER 31, 2023
|
AS OF
DECEMBER 31, 2023
|
|||||||||||||||
2014-03-11 |
BCE-2014-2 |
2,750 |
1,000 |
— |
(1,000) |
— |
— |
— |
||||||||
2014-03-11 |
BCE-2014-4 |
984 |
184 |
— |
(184) |
— |
— |
— |
||||||||
2016-11-07 |
BCE-2016-1 |
84,000 |
22,495 |
— |
22,495 |
22,495 |
22,495 |
|||||||||
2017-01-23 |
BCE-2017-1 |
67,374 |
67,000 |
— |
— |
67,000 |
41,735 |
67,000 |
||||||||
2017-11-20 |
BCE-2017-2 |
150,000 |
150,000 |
(37,500) |
— |
112,500 |
112,500 |
112,500 |
||||||||
2017-11-20 |
BCE-2017-4 |
67,374 |
67,373 |
— |
— |
67,373 |
33,686 |
67,373 |
||||||||
2017-11-20 |
BCE-2017-5 |
67,374 |
64,374 |
— |
— |
64,374 |
30,686 |
64,374 |
||||||||
2018-03-15 |
BCE-2018-1 |
22,000 |
11,980 |
— |
11,980 |
11,980 |
11,980 |
|||||||||
2018-05-14 |
BCE 2018-3 |
33,687 |
16,844 |
— |
— |
16,844 |
— |
16,844 |
||||||||
2018-05-14 |
BCE-2018-4 |
16,843 |
16,843 |
0 |
— |
16,843 |
8,422 |
16,843 |
||||||||
2018-05-14 |
BCE-2018-5 |
22,000 |
6,000 |
6,000 |
6,000 |
6,000 |
||||||||||
Total BCEs |
534,386 |
424,093 |
(37,500) |
(1,184) |
385,409 |
267,504 |
385,409 |
GRANT
DATE
|
TYPE |
NUMBER OF
BSAs ISSUED
|
NUMBER OF
BCAs
OUTSTANDI
NG AS OF
JANUARY 1,
2023
|
NUMBER OF
LAPSED
BSAs
|
NUMBER OF
EXERCISED
BSAs
|
NUMBER OF
BSAs
OUTSTANDI
NG
|
NUMBER OF
BSAs
EXERCISAB
LE
|
MAXIMUM
NUMBER OF
SHARES TO
BE ISSUED IF
ALL
CONDITIONS
ARE MET
|
||||||||
YEAR ENDED
DECEMBER 31, 2023
|
AS OF
DECEMBER 31, 2023
|
|||||||||||||||
2014-03-11 |
BSA-2014-3 |
1,172 |
492 |
— |
(492) |
— |
— |
— |
||||||||
2015-12-04 |
BSA-2015-11 |
96,924 |
96,924 |
— |
— |
96,924 |
96,924 |
96,924 |
||||||||
2015-12-04 |
BSA-2015-12 |
82,000 |
16,400 |
— |
— |
16,400 |
16,400 |
16,400 |
||||||||
2017-09-18 |
BSA-2017-1 |
16,400 |
16,400 |
— |
— |
16,400 |
16,400 |
16,400 |
||||||||
2018-01-22 |
BSA-2018-1 |
49,200 |
16,400 |
— |
— |
16,400 |
16,400 |
16,400 |
||||||||
2014-03-11 |
BSA-2014-4 |
1,315 |
842 |
— |
— |
842 |
842 |
84,160 |
||||||||
2014-03-11 |
BSA-2014-5 |
787 |
459 |
— |
(230) |
230 |
230 |
22,950 |
||||||||
Total BSAs |
247,798 |
147,917 |
— |
(722) |
147,196 |
147,195 |
253,234 |
GRANT DATE |
TYPE |
NUMBER OF
AGAs ISSUED
|
NUMBER OF
AGAs
OUTSTANGING
AS OF JANUARY
1, 2023
|
NUMBER OF
LAPSED AGAs
|
NUMBER OF
EXERCISED
AGAs
|
NUMBER OF AGAs
OUTSTANDING
|
||||||
AS OF
DECEMBER 31, 2023
|
||||||||||||
2023-07-11 |
AGA-2023-1 |
1,382,796 |
— |
— |
— |
1,382,796 |
||||||
2023-07-11 |
AGA-2023-2 |
100,000 |
— |
— |
— |
100,000 |
||||||
2023-09-28 |
AGA-2023-3 |
731,500 |
— |
— |
— |
731,500 |
||||||
2023-09-28 |
AGA-2023-4 |
254,250 |
— |
— |
— |
254,250 |
||||||
2023-12-01 |
AGA-2023-5 |
132,750 |
— |
— |
— |
132,750 |
||||||
Total AGAs |
2,601,296 |
— |
— |
— |
2,601,296 |
TYPE |
FAIR VALUE OF
THE
UNDERLYING
SHARE
|
FAIR VALUE OF
THE AGA
|
AGA PRICE |
MATURITY |
VOLATILITY |
RISK FREE RATE |
||||||
AGA 2021 |
€31.60 |
€23.92 |
0.00 € |
2022-07-31 |
49.0% |
-1.00% |
||||||
AGA 2023-1
(Tranches 1-4)
|
€15.98 |
€15.98 |
0.00 € |
N/A |
N/A |
N/A |
||||||
AGA 2023-1
(Tranche 5)
|
€15.98 |
€3.62 |
0.00 € |
2024-12-31 |
67.2% |
3.20% |
||||||
AGA 2023-1
(Tranche 6)
|
€15.98 |
€0.74 |
0.00 € |
2024-07-11 |
67.2% |
3.20% |
||||||
AGA 2023-2
(Tranche 1)
|
€15.98 |
€15.98 |
0.00 € |
N/A |
N/A |
N/A |
||||||
AGA 2023-2
(Tranche 2)
|
€15.98 |
€9.59 |
0.00 € |
N/A |
N/A |
N/A |
||||||
AGA 2023-3 |
€14.92 |
€14.92 |
0.00 € |
N/A |
N/A |
N/A |
||||||
AGA 2023-4 |
€14.92 |
€14.92 |
0.00 € |
N/A |
N/A |
N/A |
||||||
AGA 2023-5 |
€9.16 |
€9.16 |
0.00 € |
N/A |
N/A |
N/A |
TYPE
(in thousands of euros)
|
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
|||
BCEs |
(199) |
(138) |
(112) |
|||
BSAs |
— |
— |
— |
|||
AGAs |
1,026 |
(1,026) |
(8,067) |
|||
Social taxes related to AGAs |
205 |
(205) |
(426) |
|||
Total |
1,032 |
(1,369) |
(8,605) |
(amounts in thousands of euros) |
|||||
FINANCIAL LIABILITIES |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
Kreos 1 & 2 bond loans |
11,700 |
4,730 |
— |
||
Lease liabilities |
43 |
839 |
160 |
||
PGE |
4,715 |
3,558 |
2,402 |
||
Borrowings |
16,458 |
9,127 |
2,563 |
||
Oceane |
18,191 |
19,332 |
— |
||
Heights convertible notes |
— |
— |
20,652 |
||
Kreos / Claret convertible notes (OCABSA) |
— |
— |
21,643 |
||
Convertible loan notes |
18,191 |
19,332 |
42,295 |
||
Kreos A & B BSA |
4,003 |
424 |
— |
||
Oceane conversion option |
5,929 |
142 |
— |
||
Derivative instruments |
9,932 |
566 |
— |
||
Conditional advances Bpifrance |
5,659 |
3,262 |
3,262 |
||
Royalty certificates |
— |
3,287 |
12,229 |
||
Other financial liabilities |
5,659 |
6,549 |
15,491 |
||
Total non-current financial liabilities |
50,240 |
35,573 |
60,349 |
||
Kreos 1 & 2 bond loans |
9,410 |
8,252 |
— |
||
Lease liabilities |
170 |
545 |
379 |
||
PGE |
27 |
1,280 |
1,276 |
||
Borrowings |
9,608 |
10,077 |
1,655 |
||
OCEANE |
625 |
625 |
— |
||
Heights convertible notes |
— |
— |
8,952 |
||
Convertible loan notes |
625 |
625 |
8,952 |
||
Conditional advances Bpifrance |
1,112 |
3,521 |
3,509 |
||
Prosynergia earn-out liability |
— |
— |
— |
||
Other financial liabilities |
1,112 |
3,521 |
3,509 |
||
Kreos / Claret BSA |
— |
— |
2,579 |
||
Derivative instruments |
— |
— |
2,579 |
||
Total current financial liabilities |
11,345 |
14,224 |
16,696 |
||
Total financial liabilities |
61,585 |
49,797 |
77,045 |
Kreos/Claret Tranche A-B BSA - August 2023 |
AS OF AUGUST 22, 2023 (Tranche A-B) |
AS OF DECEMBER 31, 2023 |
|
Number of outstanding BSA |
214,198 |
214,198 |
|
Exercise price per share |
€18.67 |
€18.67 |
|
Ordinary share price |
€17.10 |
€9.82 |
|
Exercise date |
19/08/2030 (expiry)
18/02/2027 (tender offer)
|
19/08/2030 (expiry)
18/02/2027 (tender offer)
|
|
7-year expiry scenario probability |
50% |
95% |
|
Volatility |
71.9% (expiry)
65.2% (tender offer)
|
59.5% (expiry)
64.9% (tender offer)
|
|
Dividend |
—% |
—% |
|
Risk-free rate |
3.00% |
2.30% |
|
Fair value of issued Kreos/Claret Tranche A-B BSA |
2,092 |
920 |
Kreos/Claret Tranche C BSA - November 2023 |
AS OF NOVEMBER 2, 2023 |
AS OF DECEMBER 31, 2023 |
|
Number of outstanding BSA |
405,832 |
405,832 |
|
of which, number of conditional BSA |
202,915 |
202,915 |
|
Exercise price per share |
€9.86 |
€9.86 |
|
Ordinary share price |
€8.89 |
€9.82 |
|
Exercise date |
01/11/2030 (expiry)
18/02/2027 (tender offer)
|
01/11/2030 (expiry)
18/02/2027 (tender offer)
|
|
7-year expiry scenario probability |
95% |
95% |
|
Probability of Drawdown of Tranche C credit facility |
30% |
30% |
|
Volatility |
67.3% (expiry)
64.3% (tender offer)
|
67.4% (expiry)
64.9% (tender offer)
|
|
Dividend |
—% |
—% |
|
Risk-free rate |
3.0% |
2.3% |
|
Fair value of issued Kreos/Claret Tranche C BSA |
1,493 |
1,659 |
Average market capitalization |
ADVT |
Maximum cumulated amount
outstanding under both first and
second tranches of the Heights
Financing:
|
At least €700,000 thousand |
At least €900 thousand |
€45,000 thousand |
At least €850,000 thousand |
At least €1,250 thousand |
€55,000 thousand |
At least €1,000,000 thousand |
At least €1,500 thousand |
€65,000 thousand |
Heights convertible notes - August 2023 |
AS OF AUGUST 24, 2023 |
AS OF DECEMBER 31, 2023 |
|
Number of outstanding notes |
350 |
350 |
|
Original principal amount (in thousands of €) |
35,000 |
35,000 |
|
Interest rate |
6% |
6% |
|
Conversion price per share |
€23.77 |
€23.77 |
|
Ordinary share price |
€16.74 |
€9.82 |
|
Maturity date |
24/08/2025 (put event)
24/08/2027 (HTM/voluntary conversion)
|
24/08/2025 (put event)
24/08/2027 (HTM/voluntary conversion)
|
|
Held to maturity / voluntary conversion scenario
probability
|
75% |
75% |
|
Initial price limit |
€14.43 |
€14.43 |
|
Early redemption amount (put event) |
120% |
120% |
|
Volatility |
50% |
50% |
|
Credit spread |
20% |
20% |
|
Risk-free rate |
2.9% |
2.3% |
|
Fair value of Heights convertible notes (in
thousands of €)
|
32,641 |
27,456 |
Kreos A BSA - June 1, 2018 |
As of and for the year
ended December 31,
2021
|
As of and for the year
ended December 31,
2022
|
As of May 24, 2023
(exercise date)
|
||
Number of outstanding Kreos A BSA |
110,957 |
110,957 |
110,957 |
||
Exercise price per share |
€7.21 |
€7.21 |
€7.21 |
||
Ordinary share price |
€28.55 |
€6.18 |
€18.57 |
||
Residual maturity |
6.6 years |
5.6 years |
0.0 years |
||
Volatility |
46.65% |
44.01% |
N/A |
||
Dividend |
—% |
—% |
N/A |
||
Risk-free rate |
0.13% |
2.98% |
N/A |
||
Fair value of issued Kreos A BSA (in thousands of €) |
2,478 |
275 |
1,261 |
Kreos B BSA - June 1, 2019 |
As of and for the year
ended December 31,
2021
|
As of and for the year
ended December 31,
2022
|
As of May 24, 2023
(exercise date)
|
||
Number of outstanding Kreos B BSA |
74,766 |
74,766 |
74,766 |
||
Exercise price per share |
€10.70 |
€10.70 |
€10.70 |
||
Ordinary share price |
€28.55 |
€6.18 |
€18.57 |
||
Residual maturity |
7.4 years |
6.4 years |
0.0 years |
||
Volatility |
46.65% |
44.01% |
N/A |
||
Dividend |
—% |
—% |
N/A |
||
Risk-free rate |
0.13% |
2.96% |
N/A |
||
Fair value of issued Kreos B BSA (in thousands of €) |
1,525 |
149 |
589 |
OCEANE |
AS OF
DECEMBER 31, 2021
|
AS OF
DECEMBER 31, 2022
|
AS OF AUGUST 24,
2023
|
||
Risk free rate |
-0.20% |
3.05% |
3.22% |
||
Credit spread |
1,159 bp |
1,475 bp |
1,398 bp |
||
Ordinary share price |
€28.55 |
€6.18 |
€16.74 |
||
Expected term |
July 21, 2026 |
July 21, 2026 |
July 21, 2026 |
||
Volatility |
47% |
44.01% |
37% |
||
Dividend |
— |
— |
— |
||
Fair value of issued OCEANE (in thousands of €) |
5,929 |
142 |
1,762 |
(amounts in thousands of euros) |
|||||
CONDITIONAL ADVANCES |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
RNP VIR – Bpifrance |
4,103 |
4,171 |
4,232 |
||
CARENA – Bpifrance |
2,423 |
2,454 |
2,485 |
||
EBOLA – Bpifrance |
244 |
158 |
55 |
||
COVID-19 – Bpifrance |
— |
— |
— |
||
Total conditional advances |
6,770 |
6,783 |
6,771 |
(amounts in thousands of euros) |
LEASE LIABILITY |
AS OF
JANUARY 1, 2021
|
400 |
(+) Increase |
62 |
(-) Decrease |
(249) |
AS OF
DECEMBER 31, 2021
|
214 |
AS OF
DECEMBER 31, 2021
|
214 |
(+) Increase |
1,476 |
(-) Decrease |
(305) |
AS OF
DECEMBER 31, 2022
|
1,384 |
AS OF
DECEMBER 31, 2022
|
1,384 |
(+) Increase |
350 |
(-) Decrease |
(1,194) |
AS OF
DECEMBER 31, 2023
|
540 |
Prosynergia earn-out |
As of April 1, 2022 |
As of and for the
period ended
December 31, 2022
|
Risk free rate |
(0.3)% |
2.3% |
Market capitalization (in thousands of €) |
403,118 |
135,952 |
Ordinary share price (€) |
24.15 |
6.18 |
Time to maturity |
1 year |
0.25 years |
Volatility |
61% |
44% |
Dividend |
0 |
0 |
Fair value of the earn-out liability (in thousands of €) |
(1,446) |
— |
(Amounts in thousands
of euros)
|
|||||||||||||||||||
FINANCIAL
LIABILITIES
(excluding derivatives
instruments)
|
Kreos 1 & 2
bond loans
|
Oceane |
Kreos &
Claret
convertible
notes
(OCABSA )
|
Heights
convertible
notes
|
PGE |
Conditional
advances
BPI
|
Lease
liabilities
|
Prosynergia
earn-out
liability
|
Royalty
certificates
|
Total |
|||||||||
AS OF
JANUARY 1, 2021
|
26,233 |
— |
— |
— |
4,623 |
11,193 |
400 |
— |
— |
42,449 |
|||||||||
Proceeds |
— |
25,000 |
— |
— |
— |
— |
— |
— |
— |
25,000 |
|||||||||
Repayments |
(5,537) |
— |
— |
— |
— |
(70) |
(249) |
— |
— |
(5,856) |
|||||||||
Interest paid |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||
Non-cash changes:
interest expense and
other
|
414 |
977 |
— |
— |
27 |
106 |
— |
— |
— |
1,525 |
|||||||||
Non-cash changes:
classification of the
conversion option as a
derivative instrument
|
— |
(7,161) |
— |
— |
— |
— |
— |
— |
— |
(7,161) |
|||||||||
Non-cash changes:
subsidies
|
— |
— |
— |
— |
92 |
(4,459) |
— |
— |
— |
(4,367) |
|||||||||
Non cash changes:
additional leases
|
— |
— |
— |
— |
— |
— |
62 |
— |
— |
62 |
AS OF
DECEMBER 31, 2021
|
21,110 |
18,816 |
— |
— |
4,742 |
6,770 |
214 |
— |
— |
51,653 |
|||||||||
Proceeds |
— |
— |
— |
— |
— |
— |
— |
— |
2,931 |
2,931 |
|||||||||
Repayments |
(9,410) |
— |
— |
— |
— |
(90) |
(305) |
— |
— |
(9,806) |
|||||||||
Interest paid |
(2,456) |
(1,496) |
— |
— |
(54) |
— |
— |
— |
— |
(4,006) |
|||||||||
Non-cash changes:
interest expense and
other
|
3,738 |
2,636 |
— |
— |
150 |
102 |
— |
— |
356 |
6,983 |
|||||||||
Non-cash changes:
classification of the
conversion option as a
derivative instrument
|
— |
— |
— |
— |
— |
— |
— |
1,446 |
— |
1,446 |
|||||||||
Non-cash changes:
subsidies
|
— |
— |
— |
— |
— |
— |
— |
(1,446) |
— |
(1,446) |
|||||||||
Non cash changes:
additional leases
|
— |
— |
— |
— |
— |
— |
1,476 |
— |
— |
1,476 |
|||||||||
AS OF
DECEMBER 31, 2022
|
12,982 |
19,957 |
— |
— |
4,838 |
6,783 |
1,384 |
— |
3,287 |
49,231 |
|||||||||
(Amounts in thousands
of euros)
|
|||||||||||||||||||
FINANCIAL
LIABILITIES
(excluding derivatives
instruments)
|
Kreos 1 & 2
bond loans
|
Oceane |
Kreos &
Claret
convertible
notes
(OCABSA )
|
Heights
convertible
notes
|
PGE |
Conditional
advances
BPI
|
Lease
liabilities
|
Prosynergia
earn-out
liability
|
Royalty
certificates
|
Total |
|||||||||
AS OF
DECEMBER 31, 2022
|
12,982 |
19,957 |
— |
— |
4,838 |
6,783 |
1,384 |
— |
3,287 |
49,231 |
|||||||||
Proceeds |
— |
— |
23,119 |
35,000 |
— |
— |
— |
— |
— |
58,119 |
|||||||||
Repayments |
(11,635) |
(23,238) |
— |
(2,188) |
(1,250) |
(110) |
(573) |
— |
— |
(38,993) |
|||||||||
Interest paid |
(2,278) |
(1,602) |
(818) |
(525) |
(43) |
— |
(12) |
— |
— |
(5,278) |
|||||||||
Non-cash changes:
classification of the
warrants as a derivative
instrument
|
— |
— |
(1,046) |
— |
— |
— |
— |
— |
— |
(1,046) |
|||||||||
Non-cash changes:
classification of the
conversion option in
equity
|
— |
— |
(1,005) |
— |
— |
— |
— |
— |
— |
(1,005) |
|||||||||
Non-cash changes:
(gain)/loss on
recognition or
derecognition
|
170 |
3,069 |
— |
(212) |
— |
— |
— |
— |
— |
3,027 |
|||||||||
Non-cash changes:
interest expense and
other
|
760 |
1,814 |
1,393 |
727 |
133 |
98 |
12 |
— |
2,521 |
7,459 |
|||||||||
Non-cash changes:
amortized cost
remeasurement
|
— |
— |
— |
— |
— |
— |
(543) |
— |
6,421 |
5,878 |
|||||||||
Non-cash changes:
other fair value
remeasurement
|
— |
— |
— |
(3,198) |
— |
— |
— |
— |
— |
(3,198) |
|||||||||
Non cash changes:
additional leases
|
— |
— |
— |
— |
— |
— |
272 |
— |
— |
272 |
|||||||||
AS OF
DECEMBER 31, 2023
|
— |
— |
21,643 |
29,605 |
3,678 |
6,771 |
540 |
— |
12,229 |
74,466 |
(amounts in thousands of euros) |
Kreos A BSA |
Kreos B BSA |
OCEANE
conversion option
|
Kreos/Claret BSA |
Total |
||||
DERIVATIVE FINANCIAL INSTRUMENTS |
|||||||||
AS OF
JANUARY 1, 2021
|
3,177 |
2,019 |
— |
— |
5,196 |
||||
(+) Issuance |
— |
— |
7,161 |
— |
7,161 |
||||
(+) Increase in fair value |
— |
— |
— |
— |
— |
||||
(-) Decrease in fair value |
(699) |
(494) |
(1,231) |
— |
(2,425) |
||||
AS OF
DECEMBER 31, 2021
|
2,478 |
1,525 |
5,929 |
— |
9,932 |
||||
AS OF
DECEMBER 31, 2021
|
2,478 |
1,525 |
5,929 |
— |
9,932 |
||||
(+) Increase in fair value |
— |
— |
— |
— |
— |
||||
(-) Decrease in fair value |
(2,203) |
(1,376) |
(5,787) |
— |
(9,366) |
||||
AS OF
DECEMBER 31, 2022
|
275 |
149 |
142 |
— |
566 |
||||
AS OF
DECEMBER 31, 2022
|
275 |
149 |
142 |
— |
566 |
||||
(+) Issuance |
— |
— |
— |
3,585 |
3,585 |
||||
(+) Increase in fair value |
986 |
440 |
1,620 |
— |
3,046 |
||||
(-) Decrease in fair value |
— |
— |
— |
(1,006) |
(1,006) |
||||
(-) Repurchases |
(489) |
(339) |
(1,762) |
— |
(2,591) |
||||
(-) Exercises |
(771) |
(250) |
— |
— |
(1,021) |
||||
AS OF
DECEMBER 31, 2023
|
— |
— |
— |
2,579 |
2,579 |
AS OF
DECEMBER 31, 2021
|
|||||||||||
CURRENT AND NON-CURRENT
FINANCIAL LIABILITIES
|
GROSS
AMOUNT
|
CONTRACTUAL
CASH FLOWS
|
LESS THAN 1
YEAR
|
FROM 1 TO 2
YEARS
|
FROM 2 TO 5
YEARS
|
LONGER
THAN 5
YEARS
|
|||||
(amounts in thousands of euros) |
|||||||||||
Kreos 1 & 2 bond loans |
21,110 |
25,960 |
11,862 |
9,034 |
5,065 |
— |
|||||
Oceane |
18,816 |
31,750 |
1,500 |
1,500 |
28,750 |
— |
|||||
PGE |
4,742 |
5,227 |
54 |
1,293 |
3,880 |
— |
|||||
Conditional advances BPI |
6,770 |
7,008 |
1,152 |
1,338 |
4,518 |
— |
|||||
Lease liabilities |
214 |
220 |
175 |
14 |
31 |
— |
|||||
Derivative instruments |
9,932 |
9,932 |
— |
— |
5,929 |
4,003 |
|||||
Total financial liabilities |
61,585 |
80,098 |
14,743 |
13,179 |
48,173 |
4,003 |
AS OF
DECEMBER 31, 2022
|
|||||||||||
CURRENT AND NON-CURRENT
FINANCIAL LIABILITIES
|
GROSS
AMOUNT
|
CONTRACTUAL
CASH FLOWS
|
LESS THAN 1
YEAR
|
FROM 1 TO 2
YEARS
|
FROM 2 TO 5
YEARS
|
LONGER
THAN 5
YEARS
|
|||||
(amounts in thousands of euros) |
|||||||||||
Kreos 1 & 2 bond loans |
12,982 |
14,098 |
9,034 |
5,065 |
— |
— |
|||||
Oceane |
19,957 |
31,000 |
1,500 |
1,500 |
28,000 |
— |
|||||
PGE |
4,838 |
5,173 |
1,293 |
1,293 |
2,586 |
— |
|||||
Conditional advances BPI |
6,783 |
6,813 |
3,697 |
1,490 |
1,626 |
— |
|||||
Royalty certificates |
3,287 |
— |
— |
— |
— |
— |
|||||
Lease liabilities |
1,384 |
1,403 |
558 |
557 |
289 |
— |
|||||
Derivative instruments |
566 |
566 |
142 |
— |
424 |
— |
|||||
Total financial liabilities |
49,797 |
59,053 |
16,223 |
9,905 |
32,925 |
— |
AS OF
DECEMBER 31, 2023
|
|||||||||||
CURRENT AND NON-CURRENT
FINANCIAL LIABILITIES
|
GROSS
AMOUNT
|
CONTRACTUAL
CASH FLOWS
|
LESS THAN 1
YEAR
|
FROM 1 TO 2
YEARS
|
FROM 2 TO 5
YEARS
|
LONGER
THAN 5
YEARS
|
|||||
(amounts in thousands of euros) |
|||||||||||
Heights convertible notes |
29,605 |
36,750 |
10,522 |
9,997 |
16,231 |
— |
|||||
Kreos/Claret convertible notes
(OCABSA)
|
21,643 |
30,903 |
2,250 |
2,250 |
26,403 |
— |
|||||
PGE |
3,678 |
3,880 |
1,293 |
1,293 |
1,293 |
— |
|||||
Conditional advances BPI |
6,771 |
6,813 |
3,697 |
1,490 |
1,626 |
— |
|||||
Royalty certificates |
12,229 |
— |
— |
— |
— |
— |
|||||
Lease liabilities |
540 |
575 |
406 |
162 |
7 |
— |
|||||
Derivative instruments |
2,579 |
2,579 |
2,579 |
— |
— |
— |
|||||
Total financial liabilities |
77,045 |
81,500 |
20,747 |
15,192 |
45,561 |
— |
ACTUARIAL ASSUMPTIONS |
YEAR ENDED
DECEMBER 31, 2021
|
YEAR ENDED
DECEMBER 31, 2022
|
YEAR ENDED
DECEMBER 31, 2023
|
||
Retirement age |
65 years for key management /
63 years for other employees
|
65 years for key management /
63 years for other employees
|
65 years for key management /
64 years for other employees
|
||
Collective agreement |
Pharmaceutical industry |
Pharmaceutical industry |
Pharmaceutical industry |
||
Discount Rate (IBoxx Corporates AA) |
0.90% |
3.65% |
3.34% |
||
Mortality rate table |
INSEE 2016-2018 |
INSEE 2016-2018 |
INSEE 2016-2018 |
||
Salary increase rate |
3.00% for key management /
2.55% for other employees
|
3.00% for key management /
2.55% for other employees
|
3.00% |
||
Turnover rate |
Decreasing from 5.80% at 20
years-old to 0.05% from 55
years-old
|
Decreasing from 5.80% at 20
years-old to 0.05% from 55
years-old
|
Decreasing from 5.80% at 20
years-old to 0.05% from 55
years-old
|
||
Employee contribution rate |
45% |
45% |
45% |
(amounts in thousands of euros) |
RETIREMENT BENEFIT OBLIGATIONS |
AS OF
JANUARY 1, 2021
|
745 |
Service cost |
166 |
Interest cost |
4 |
Benefits paid |
(53) |
Actuarial gains and losses |
(169) |
AS OF
DECEMBER 31, 2021
|
693 |
Service cost |
143 |
Interest cost |
8 |
Benefits paid |
|
Actuarial gains and losses |
(235) |
AS OF
DECEMBER 31, 2022
|
610 |
Service cost |
109 |
Interest cost |
23 |
Benefits paid |
|
Actuarial gains and losses |
(112) |
AS OF
DECEMBER 31, 2023
|
629 |
(amounts in thousands of euros) |
|||||
TRADE PAYABLES AND OTHER CURRENT
LIABILITIES
|
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
Trade payables |
12,890 |
8,216 |
21,953 |
||
Accrued invoices |
5,661 |
7,250 |
25,269 |
||
Other |
7 |
9 |
(1) |
||
Trade payables and other current liabilities |
18,558 |
15,475 |
47,221 |
(amounts in thousands of euros) |
|||||
TAX AND EMPLOYEE-RELATED PAYABLES |
AS OF
DECEMBER 31,
2021
|
AS OF
DECEMBER 31,
2022
|
AS OF
DECEMBER 31,
2023
|
||
Employee-related payables |
1,180 |
1,348 |
3,694 |
||
Social security and other |
777 |
840 |
2,251 |
||
Other tax and related payments |
243 |
112 |
127 |
||
Tax and employee-related payables |
2,200 |
2,300 |
6,073 |
(amounts in thousands of euros) |
|||||
OPERATING INCOME |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Research tax credit ("CIR") |
4,204 |
4,476 |
4,493 |
||
Subsidies |
7,722 |
29 |
81 |
||
Other |
36 |
78 |
47 |
||
Total operating income |
11,961 |
4,583 |
4,621 |
(amounts in thousands of euros) |
|||||
SALES AND MARKETING |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Personnel costs |
— |
— |
1,710 |
||
Consulting and professional fees |
— |
— |
4,012 |
||
Other sales and marketing expenses |
— |
— |
709 |
||
Sales & Marketing |
— |
— |
6,431 |
(amounts in thousands of euros) |
|||||
RESEARCH AND DEVELOPMENT EXPENSES |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Sub-contracting, studies and research |
36,362 |
38,858 |
85,726 |
||
Personnel costs |
5,179 |
3,072 |
8,048 |
||
Consulting and professional fees |
4,016 |
4,246 |
6,561 |
||
Intellectual property fees |
1,325 |
1,187 |
1,645 |
||
Other research and development expenses |
899 |
931 |
1,196 |
||
Research and development expenses |
47,781 |
48,295 |
103,176 |
(amounts in thousands of euros) |
|||||
GENERAL AND ADMINISTRATIVE EXPENSES |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Personnel costs |
2,320 |
1,403 |
13,104 |
||
Consulting and professional fees |
2,026 |
2,624 |
6,393 |
||
Other general and administrative expenses |
1,233 |
3,466 |
2,893 |
||
General and administrative expenses |
5,580 |
7,492 |
22,390 |
(amounts in thousands of euros) |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Statutory Auditor, certification of individual and consolidated financial statements |
|||||
Issuer |
80 |
100 |
1,714 |
||
Other procedures required by law |
|||||
Issuer |
86 |
740 |
492 |
||
Total |
166 |
840 |
2,206 |
HEADCOUNTS |
YEAR ENDED
DECEMBER 31, 2021
|
YEAR ENDED
DECEMBER 31, 2022
|
YEAR ENDED
DECEMBER 31, 2023
|
||
France |
27 |
23 |
28 |
||
United States |
— |
— |
12 |
||
Total |
27 |
23 |
40 |
(amounts in thousands of euros) |
|||||
FINANCIAL GAIN (LOSS) |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Interest on Kreos 1 & 2 straight bond loans |
(2,344) |
(3,737) |
(760) |
||
Interest on convertible loan notes |
(1,064) |
(2,641) |
(3,935) |
||
Interest on conditional advances |
(145) |
(196) |
(176) |
||
Interest on royalty certificates |
— |
(356) |
(8,942) |
||
Interest on lease liabilities |
(5) |
(10) |
(13) |
||
Increase in derivatives fair value |
— |
— |
(3,046) |
||
Loss on derecognition of financial liabilities |
— |
— |
(3,431) |
||
Transaction costs |
— |
— |
(1,924) |
||
Foreign exchange losses |
— |
— |
(5,573) |
||
Other |
(2) |
(83) |
(73) |
||
Financial expenses |
(3,561) |
(7,022) |
(27,875) |
||
Interest income |
— |
— |
2,418 |
||
Decrease/(increase) in derivatives fair value |
2,425 |
9,366 |
1,006 |
||
Decrease/(increase) in other liabilities at fair value through profit and loss |
— |
1,446 |
3,198 |
||
Effect of unwinding the discount related to advances made to CROs |
— |
— |
355 |
||
Day-one gain on recognition of financial liabilities |
— |
— |
212 |
||
Gain on derecognition of financial liabilities |
— |
— |
192 |
||
Other financial income |
84 |
306 |
130 |
||
Financial income |
2,509 |
11,118 |
7,511 |
||
Financial gain (loss) |
(1,052) |
4,096 |
(20,364) |
(In thousands of euros, except percentage) |
YEAR ENDED
DECEMBER 31, 2021
|
YEAR ENDED
DECEMBER 31, 2022
|
YEAR ENDED
DECEMBER 31, 2023
|
||
Loss before tax |
(42,452) |
(60,740) |
(147,740) |
||
Statutory French tax rates |
26.50% |
25.00% |
25.00% |
||
Nominal income tax using statutory French tax rate |
11,250 |
15,185 |
36,935 |
||
Tax effect of: |
|||||
Tax rates in foreign jurisdictions |
— |
— |
— |
||
Share-based payment |
(274) |
342 |
(2,045) |
||
CIR |
1,114 |
1,119 |
1,123 |
||
Transaction costs related to capital increase |
1,103 |
820 |
3,073 |
||
Decrease / (increase) in derivatives fair value and other |
299 |
895 |
748 |
||
Non-recognition of deferred tax assets related to tax losses and
temporary differences
|
(13,395) |
(18,169) |
(39,612) |
||
Other |
(98) |
(192) |
(222) |
||
Effective income tax (loss) |
— |
— |
— |
(In thousands of euros) |
|||||
DEFERRED TAX ASSETS AND LIABILITIES BY NATURE |
AS OF
DECEMBER 31, 2021
|
AS OF
DECEMBER 31, 2022
|
AS OF
DECEMBER 31, 2023
|
||
Retirement benefit obligation |
184 |
152 |
157 |
||
Leases |
— |
— |
135 |
||
Other financial liabilities |
35 |
198 |
351 |
||
Tax losses carryforward |
61,524 |
77,207 |
114,946 |
||
Other items |
— |
— |
417 |
||
Deferred tax assets |
61,743 |
77,558 |
116,006 |
||
Subsidies |
85 |
50 |
24 |
||
Leases |
— |
— |
124 |
||
Other financial liabilities |
590 |
1,377 |
285 |
||
Other items |
5 |
— |
10 |
||
Deferred tax liabilities |
680 |
1,427 |
444 |
||
Deferred tax assets, net |
61,063 |
76,130 |
115,562 |
||
Unrecognized deferred tax assets |
(61,063) |
(76,130) |
(115,562) |
||
Total deferred taxes, net recognized in the statement of financial
position
|
— |
— |
— |
(amounts in thousands of euros, except share data) |
|||||
BASIC AND DILUTED LOSS PER SHARE |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Weighted average number of outstanding shares |
15,455,991 |
19,092,442 |
43,066,012 |
||
Net loss for the period |
(42,452) |
(60,740) |
(147,740) |
||
Basic and diluted loss per share (€/share) |
(2.75) |
(3.18) |
(3.43) |
(In thousands of euros) |
|||||
COMPENSATION |
YEAR ENDED
DECEMBER 31,
2021
|
YEAR ENDED
DECEMBER 31,
2022
|
YEAR ENDED
DECEMBER 31,
2023
|
||
Fixed compensation owed |
304 |
322 |
471 |
||
Variable compensation owed |
144 |
193 |
282 |
||
Contributions in-kind |
9 |
9 |
32 |
||
Employer contributions |
18 |
17 |
— |
||
Attendance fees—Board of Directors |
85 |
103 |
375 |
||
Share-based payments |
179 |
(217) |
6,561 |
||
Departure indemnities |
— |
— |
1,210 |
||
Total |
738 |
427 |
8,930 |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Ordinary shares, nominal value €0.01 per share | * | Nasdaq Global Market* | ||||||
American Depositary Shares, each representing one ordinary share, nominal value €0.01 per share | ABVX | Nasdaq Global Market |
FRANCE
|
DELAWARE
|
|||||||
Number of Directors | Under French law, a société anonyme must have at least three and may have up to 18 directors. The number of directors is fixed by or in the manner provided in the by-laws. The number of directors of each gender may not be less than 40%. In case a board of directors comprises up to eight members, the difference between the number of directors of each gender may not exceed two. Any appointment made in violation of this limit that is not remedied within six months of this appointment will be null and void and payment of directors’ compensation will be suspended. |
Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the by-laws (unless specified in the certificate of incorporation of the corporation). | ||||||
Director Qualifications | Under French law, a corporation may prescribe qualifications for directors under its by-laws. In addition, under French law, members of a board of directors may be legal entities, and such legal entities must designate an individual to represent them and to act on their behalf at meetings of the board of directors. | Under Delaware law, a corporation may prescribe qualifications for directors under its certificate of incorporation or by-laws. | ||||||
Removal of Directors | Under French law, directors may be removed from office, with or without cause, at any shareholders’ meeting without notice or justification, by a simple majority vote of the shareholders present and voting at the meeting in person or by proxy. | Under Delaware law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, shareholders may effect such removal only for cause. | ||||||
Vacancies on the board of directors | Under French law, vacancies on the board of directors resulting from death or a resignation, provided that at least three directors remain in office, may be filled by a majority of the remaining directors pending ratification by the shareholders by the next shareholders’ meeting. | Under Delaware law, vacancies on a corporation’s board of directors, including those caused by an increase in the number of directors, unless otherwise provided in the certificate of incorporation, may be filled by the board of directors or other governing body. | ||||||
Annual Shareholders’ Meeting | Under French law, the annual shareholders’ meeting shall be held at such place, on such date and at such time as decided each year by the board of directors and notified to the shareholders in the convening notice of the annual meeting, within six months after the close of the relevant fiscal year unless such period is extended by court order. | Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the by-laws. | ||||||
Shareholders’ Meeting | Under French law, shareholders’ meetings may be called by the board of directors or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances, or by the majority shareholder in capital or voting rights following a public tender offer or exchange offer or the transfer of a controlling block on the date decided by the board of directors or the relevant person. | Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the by-laws. | ||||||
Notice of Shareholders’ Meetings | A meeting notice (avis de réunion) is published in the Bulletin des annonces légales obligatoires (“BALO”), at least 35 days prior to a meeting and made available on the website of the company at least 21 days prior to the meeting. Additionally, a convening notice (avis de convocation) is published at least 15 days prior to the date of the meeting, in a legal announcement bulletin of the registered office department and in the BALO. Further, the holders of registered shares (actions nominatives) for at least a month at the time of the convening notice shall be summoned individually, by regular letter (or by registered letter if they request it and include an advance of expenses) sent to their last known address. This notice may also be transmitted by electronic means of telecommunication, in lieu of any such mailing, to any shareholder requesting it beforehand by registered letter with acknowledgment of receipt in accordance with legal and regulatory requirements, specifying his e-mail address. |
Under Delaware law, unless otherwise provided in the certificate of incorporation or by-laws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote, the record date for voting if it is different from the record date determining notice and, in the case of a special meeting, purpose or purposes of the meeting. | ||||||
The meeting notice must also indicate the conditions under which the shareholders may vote by correspondence, the places and conditions in which they can obtain voting forms, and as the case may be, the e-mail address to which they may send written questions. | ||||||||
Proxy | Each shareholder has the right to attend the meetings and participate in the discussions (i) personally, (ii) by granting proxy to any individual or legal entity of his choosing, (iii) by sending a proxy to the company without indication of the mandate (in which case such proxy shall be cast in favor of the resolutions supported by the board of directors), (iv) by voting by correspondence or (v) by videoconference or another means of telecommunication allowing identification in accordance with applicable laws. The proxy is only valid for a single meeting or for successive meetings convened with the same agenda. It can also be granted for two meetings, one ordinary the other extraordinary, held on the same day or within a period of 15 days. | Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | ||||||
Shareholder Action by Written Consent | Under French law, shareholders’ action by written consent is not permitted in a société anonyme. |
Under Delaware law, a corporation’s certificate of incorporation (i) may permit stockholders to act by written consent if such action is signed by all stockholders, (ii) may permit stockholders to act by written consent signed by stockholders having the minimum number of votes that would be necessary to take such action at a meeting or (iii) may prohibit actions by written consent. | ||||||
Preferential Subscription Rights | Under French law, in case of issuance of additional shares or other securities for cash or set-off against cash debts, the existing shareholders have preferential subscription rights to these securities on a pro rata basis unless such rights are waived by a two-thirds majority of the votes held by | Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation’s stock. | ||||||
the shareholders present at the extraordinary meeting deciding or authorizing the capital increase, voting in person or represented by proxy or voting by mail. In case such rights are not waived by the extraordinary general meeting, each shareholder may individually either exercise, assign or not exercise its preferential subscription rights. | ||||||||
Sources of Dividends |
Under French law, dividends may only be paid by a French société anonyme out of “distributable profits,” plus any distributable reserves and “distributable premium” that the shareholders decide to make available for distribution, other than those reserves that are specifically required by-law. “Distributable profits” consist of the unconsolidated net profits of the relevant corporation for each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, minus the amounts to be set aside to the statutory reserve (at least 5% of the profit until the reserve has reached 10% of the amount of the share capital) and to the reserve set forth in the company’s by-laws (if any).
“Distributable premium” refers to the contribution paid by the shareholders in addition to the par value of their shares for their subscription that the shareholders decide to make available for distribution.
Except in the case of a share capital reduction, no distribution can be made to the shareholders when the net equity is, or would become, lower than the amount of the share capital plus the reserves which cannot be distributed in accordance with the law or the by-laws.
|
Under Delaware law, dividends may be paid by a Delaware corporation either out of (i) surplus, as defined in and computed in accordance with Delaware law, or (ii) in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, except when the capital is diminished by depreciation in the value of its property, or by losses or otherwise, to an amount less than the aggregate amount of capital represented by issued and outstanding stock having a preference on the distribution of assets. | ||||||
Repurchase of Shares |
Under French law, a corporation may acquire its own shares. Such acquisition may be challenged on the ground of market abuse regulations. However, MAR provides for safe harbor exemptions when the acquisition is made for the following purposes only:
• to decrease its share capital, provided that such decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at the extraordinary general meeting deciding the capital reduction; or to meet obligations arising from debt securities, that are exchangeable into equity instruments.
|
Under Delaware law, a corporation may generally redeem or repurchase shares of its stock unless the capital of the corporation is impaired or such redemption or repurchase would impair the capital of the corporation.
No such repurchase of shares may result in the company holding, directly or through a person acting on its behalf, more than 10% of its issued share capital.
|
FRANCE
|
DELAWARE
|
• with a view to distributing within one year of their repurchase the relevant shares to employees or managers under a profit-sharing, free share or share option plan; or
• under a buy-back program to be authorized by the shareholders in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code and in accordance with the general regulations of the AMF.
All other purposes, and especially share buy-backs for external growth operations by virtue of Article L. 22-10-62 of the French Commercial Code, while not forbidden, must be pursued in strict compliance of market manipulations and insider dealing rules.
No such repurchase of shares may result in the company holding, directly or through a person acting on its behalf, more than 10% of its issued share capital.
Under MAR and in accordance with the General Regulations, a corporation shall report to the competent authority of the trading venue on which the shares have been admitted to trading or are traded, no later than by the end of the seventh daily market session following the date of the execution of the transaction, all the transactions relating to the buy-back program, in a detailed form and in an aggregated form.
|
||||||||
Liability of Directors and Officers | Under French law, the by-laws may not include any provisions limiting the liability of directors. |
Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
• any breach of the director’s duty of loyalty to the corporation or its stockholders;
• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or
• any transaction from which the director derives an improper personal benefit.
|
Voting Rights | French law provides that, unless otherwise provided in the by-laws, each shareholder is entitled to one vote for each share of share capital held by such shareholder. Further, pursuant to the introduction of Law No. 2014-384 dated March 29, 2014 (Loi Florange), shares registered for more than two years in the name of the same shareholder are automatically be granted double voting rights from 2016, unless the by-laws expressly reject this measure. |
Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. | ||||||
Shareholder Vote on Certain Transactions |
Generally, under French law, completion of a merger, dissolution or sale or exchange of all or substantially all of a corporation’s assets (apport partiel d’actifs) requires:
• the approval of the board of directors; and
• approval by a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant meeting or, in the case of a merger with a non-EU company, approval of all shareholders of the corporation.
|
Generally, under Delaware law, unless the certificate of incorporation pro
vides for the vote of a larger portion of shares, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
• the approval of the board of directors; and
• approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
|
||||||
Dissent or Dissenters Appraisal Rights | French law does not provide for any such right but provides that a merger is subject to shareholders’ approval by a two-thirds majority vote, as stated above. | Under Delaware law, a holder of shares of any class or series has the right, in specified circumstances, to dissent from a merger or consolidation by demanding payment in cash for the stockholder’s shares equal to the fair value of those shares, as determined by the Delaware Chancery Court in an action timely brought by the corporation or a dissenting stockholder. Delaware law grants these appraisal rights only in the case of mergers or consolidations and not in the case of a sale or transfer of assets or a purchase of | ||||||
assets for shares. Further, no appraisal rights are available for shares of any class or series that is listed on a national securities exchange or held of record by more than 2,000 stockholders, unless the agreement of merger or consolidation requires the holders to accept for their shares anything other than:
• shares of stock of the surviving corporation;
|
• shares of another corporation that are either listed on a national securities exchange or held of record by more than 2,000 stockholders;
• cash in lieu of fractional shares of the stock described in the two preceding bullet points; or
• any combination of the above.
In addition, appraisal rights are not available to holders of shares of the surviving corporation in specified mergers that do not require the vote of the stockholders of the surviving corporation.
|
||||||||
Standard of Conduct for Directors | French law does not contain specific provisions setting forth the standard of conduct of a director. However, directors have a duty to act without self-interest, on a well-informed basis, and not to take any decision against a corporation’s corporate interest (intérêt social). |
Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. | ||||||
Shareholder Suits |
French law provides that a shareholder, or a group of shareholders, may initiate a legal action to seek indemnification from the directors of a corporation in the corporation’s interest if it fails to bring such legal action itself. If so, any damages awarded by the court are paid to the corporation and any legal fees relating to such action are borne by the relevant shareholder or the group of shareholders.
The plaintiff must remain a shareholder through the duration of the legal action.
There is no other case where shareholders may initiate a derivative action to enforce a right of a corporation.
A shareholder may alternatively or cumulatively bring individual legal action against the directors, provided he has suffered distinct damages from those suffered by the corporation. In this case, any damages awarded by the court are paid to the relevant shareholder.
|
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
• state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and
• allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
• state the reasons for not making the effort.
• Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
|
Amendment of Certificate of Incorporation |
Unlike companies incorporated under Delaware law, the organizational documents, which comprise both a certificate of incorporation and by-laws, companies incorporated under French law only have by-laws (statuts) as organizational documents.
As indicated in the paragraph below, only the extraordinary shareholders’ meeting is authorized under French law to adopt or amend the by-laws.
|
Under Delaware law, generally a corporation may amend its certificate of incorporation if:
• its board of directors has adopted a resolution setting forth the amendment proposed and declared its advisability; and
• the amendment is adopted by the affirmative votes of a majority (or greater percentage as may be specified by the corporation) of the outstanding shares entitled to vote on the amendment and a majority (or greater percentage as may be specified by the corporation) of the outstanding shares of each class or series of stock, if any, entitled to vote on the amendment as a class or series.
|
||||||
Amendment of by-laws | Under French law, only the extraordinary shareholders’ meeting is authorized to adopt or amend the by-laws (two-thirds majority). The extraordinary shareholders’ meeting may authorize the board of directors to amend the by-laws to comply with legal provisions, subject to the ratification of such amendments by the next extraordinary shareholders’ meeting. The board of directors is authorized to amend the by-laws as a result of a decision to relocate the company’s registered office in France, subject to ratification by the next ordinary shareholders’ meeting. | Under Delaware law, the stockholders entitled to vote have the power to adopt, amend or repeal by-laws. A corporation may also confer, in its certificate of incorporation, that power upon the board of directors. |
Service
|
Fees
|
||||
Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares, upon a change in the ADS(s)-to-ordinary share ratio, or for any other reason), excluding ADS issuances as a result of distributions of ordinary shares) | Up to U.S. 5¢ per ADS issued | ||||
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-ordinary share ratio, or for any other reason) | Up to U.S. 5¢ per ADS cancelled | ||||
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) | Up to U.S. 5¢ per ADS held | ||||
Distribution of ADSs pursuant to (i) share dividends or other free share distributions, or (ii) exercise of rights to purchase additional ADSs | Up to U.S. 5¢ per ADS held | ||||
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) | Up to U.S. 5¢ per ADS held | ||||
ADS Services | Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank | ||||
Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) |
Up to U.S. 5¢ per ADS (or fraction thereof) transferred | ||||
Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa). |
Up to U.S. 5¢ per ADS (or fraction thereof) converted |