ABIONYX Pharma Launches Fully Secured Capital Increase with Preferential Subscription Rights and Structured Debt Financing for an Aggregate Amount of up to c. EUR 33 M

• Size of the Fully Guaranteed Capital Increase with subscription rights: EUR 32.7m
• Subscription ratio: 1 new share for every 5 existing shares
• Subscription price: 2.65 euro per new share
• Subscription Rights Trading Period: from May 29 to June 11, 2026 included
• Theorical value of subscription right: 0.1375 euro
• Subscription Period: from June 2 to June 15, 2026 included
• Firm commitment from Fenja Capital, a Scandinavian fund acting as the Company’s new lead investor - investing outside its region for the first time - for EUR 10m in a non-dilutive loan, which may be increased to EUR 14m, and EUR 4m guarantee in the capital increase
• Net proceeds dedicated to Phase 2b clinical trial in sepsis and to Marketing Authorization Application (MAA) in LCAT Deficiency

TOULOUSE, France & FULLERTON, Calif.--(BUSINESS WIRE)--Regulatory News:

ABIONYX Pharma (FR0012616852 – ABNX – eligible for PEA-PME) (“Abionyx” or the “Company”), a next-generation biopharmaceutical company developing innovative therapies in sepsis and critical care based on its exclusive apoA-I technology platform, today announced the launch of a capital increase with preferential subscription rights for an amount of EUR 18.7 million secured at 100 % (the “Rights Issue”). The Rights Issue consists of the issuance of new ordinary shares (the “New Shares”) through a capital increase with preferential subscription rights, in accordance with the 17^th resolution of the Annual General Shareholders’ Meeting held on June 27, 2024 (the “General Meeting”).

In parallel with the Rights Issue, the Company has entered into a subscription agreement with Fenja Capital (“Fenja”), an independent asset manager based in Denmark focused on investing in innovative companies in healthcare, biotech, and technology, for an unsecured Bonds Financing transaction for a total amount of up to EUR 14 million, consisting of the issuance of two tranches of non-convertible bonds including a first tranche of up to EUR 10 million (the “First Tranche”) and a second tranche of up to EUR 4 million (the “Second Tranche” and, with the First Tranche, the “Bonds”) as well as share warrants (the “Warrants”) giving the right to subscribe for new ordinary shares (respectively, the “Bonds Issuance” and the “Warrants Issuance” and, together, the “Bonds Financing”). Fenja also participates as a guarantor in the Rights Issue.

The proceeds of the Rights Issue and the Bonds Financing (together, the “Transaction”) are expected to result in total cumulative gross proceeds of up to EUR 28.7 million in immediate new funding for the Company (and EUR 32.7 million in case of drawdown of the Second Tranche). The Company could receive additional proceeds if the Warrants are exercised by Fenja.

The Rights Issue is being carried out pursuant to the delegation granted by the General Meeting under its 17^th resolution and used by the Board of Directors by a decision dated May 26, 2026, and the Chief Executive Officer by a decision dated May 26, 2026.

The Bonds Issuance is being carried out by a decision of the Board of Directors dated May 26, 2026.

The Warrants Issuance is being carried out pursuant to the delegation granted under the 14^th resolution of the Annual General Shareholders’ Meeting held on June 26, 2025, and used by the Board of Directors on May 26, 2026, which is reserved to the specific category of investors defined thereunder (principally entities or individuals “investing or having invested on a regular basis in the pharmaceutical, biotechnology, disease treatment, or medical technology sectors”).

The Bonds and Warrants will not be listed on any market.

Cyrille Tupin, CEO of Abionyx, said: "Following a 2025 marked by the achievement of significant milestones — validation of the manufacturing process of our lead biological drug candidate CER-001 by France 2030, resulting in a grant of nearly EUR 8 million; demonstration of the genetic causality of apoA-I in protection against sepsis and its mortality; publication in Nature's Scientific Reports; and strategic partnerships with IHU Sepsis and SEBIA — ABIONYX is undergoing a major transformation to become a leading biopharma in the treatment of the most severe inflammatory conditions. ABIONYX has all the assets in place to advance CER-001, in the near term in the rare disease LCAT deficiency, and on a larger scale in sepsis — one of the world's most significant diseases, for which no therapy currently exists — with a Phase 2b clinical trial set to begin this year. Against a highly uncertain geopolitical backdrop, we are strengthening our financial position with the support and confidence of Fenja, a leading Scandinavian fund investing both in non-dilutive instruments and in equity for the first time outside its home region, validating the credibility of our model. Furthermore, the backing of renowned European and American institutional funds, together with the opening of our capital to the public for the first time since ABIONYX's inception, commits us to rigorous execution of our strategy. Guided by the values of humility, simplicity and resilience, ABIONYX's management and teams remain more focused than ever on creating strong and lasting value for our shareholders."

Reasons for the Transaction and Use of Proceeds

In addition to its existing cash resources, the Company intends to use the net proceeds from the Transaction estimated at approximately at EUR 25.2 million as follows:

• EUR 10 million to fund Phase 2b clinical trial in sepsis, including manufacturing, with study initiation planned for 2026 and topline readout expected by the end of the first half of 2028;
• EUR 9 million to advance the LCAT deficiency indication through submission of Marketing Authorization Application (MAA) to the EMA in early 2028, including associated CMC activities (Chemistry, Manufacturing, and Controls) focusing on two validation batches to be completed by the end of 2027, regulatory costs, and potential commercial supply; The Company targets an EMA submission in early 2028 and Marketing Authorization in 2028, followed by FDA submission in 2029;
• the remainder for general corporate purposes and working capital, including, as the case may be, the repayment of the debt incurred under the Bonds Financing, extending the Company’s cash runway into the third quarter of 2028 (current financial visibility extends through the end of June 2027, including the France 2030 financing).

The estimated net proceeds of the Transaction (excluding drawdown of the Second Tranche) amount to approximately EUR 25.2 million, after deduction of the following fees and commissions: (i) the underwriting commission due to the Underwriters, equal to 10% of the amount of each Underwriting Commitment, (ii) the arrangement fee due to Fenja, equal to 2.00% of the maximum nominal amount of the Bonds, and (iii) the fees and commissions of the placement agents.

The Company's estimated cash runways, in addition to its existing cash resources (including the France 2030 financing), under the various Transaction completion scenarios, are as follows: (i) with the Rights Issue alone (excluding the Bonds Financing): estimated cash runway through Q1 2028; (ii) with the Rights Issue and the First Tranche of Bonds (additional EUR 10 million): estimated cash runway through Q3 2028; (iii) with the Rights Issue and both tranches of Bonds (additional EUR 14 million): estimated cash runway through Q4 2028.

Key Characteristics of the Transaction

Rights Issue

The Rights Issue will be carried out with shareholders’ preferential subscription rights, and will result in the issuance of up to 7,056,416 New Shares of the Company at a subscription price of EUR 2.65 per New Share (i.e., a nominal value of EUR 0.05, plus an issue premium of EUR 2.60), to be fully paid up upon subscription, representing gross proceeds, including the issue premium, of up to EUR 18.7m.

The Rights Issue is 100% secured through Underwriting Undertakings from existing and new investors.

Preferential subscription rights will be detached from the existing shares on May 29, 2026. Existing shares will therefore trade ex-right as from May 29, 2026.

Each shareholder will receive one preferential subscription right per share recorded in its securities account at the end of the day falling on June 1^st, 2026. In order to ensure that the shares are recorded in the securities account on that date, purchases of existing shares on the market must be executed at the latest on May 26, 2026.

Each existing share will entitle its holder to receive one (1) preferential subscription right. Five (5) preferential subscription rights will entitle holders to subscribe to one (1) New Share on a pro rata basis, not subject to reduction (à titre irréductible), at a subscription price of EUR 2.65 per New Share.

Subscription subject to reduction (à titre réductible) will be accepted but remains subject to reduction in the event of oversubscription.

Any New Shares that are not absorbed by subscriptions not subject to reduction (à titre irréductible) will be distributed and allocated to the subscribers subject to reduction (à titre réductible). Subscription orders subject to reduction (à titre réductible) will be allocated within the limit of their requests, in proportion to the number of preferential subscription rights used to subscribe on a basis not subject to reduction (à titre irréductible), without this resulting in an allotment of fractional New Shares. Subscription orders are irrevocable.

In accordance with the provisions of Article L.225-134 of the French Commercial Code, free subscriptions shall only be taken into account if subscriptions on a reducible or irreducible basis have not absorbed the entire capital increase, it being specified that the Board of Directors shall have the discretion to freely allocate unsubscribed shares, in whole or in part, among the persons (shareholders or third parties) of its choosing who have submitted free subscription requests.

Based on the closing price of Abionyx shares on the regulated market of Euronext Paris (“Euronext Paris”) on May 26, 2026, i.e. EUR 3.475:

• the theoretical value of the preferential subscription right is EUR 0.1375 (this value may fluctuate during the rights trading period, in particular depending on changes in Abionyx’s ex-right share price);
• the theoretical ex-right value of the share is EUR 3.34; and
• the subscription price for the New Share of EUR 2.65 per New Share reflects a discount of 20.6% to the theoretical ex-right value of the share and of 23.74% to the closing price of May 26, 2026.

These values do not provide any assurance as to the value of the preferential subscription right throughout the rights trading period, the discounts or Abionyx’s ex-right share value, as they will be observed on Euronext Paris.

The New Shares will immediately entitle their holders, from the date of issuance, to receive all dividends and distributions declared by the Company from that date.

The Rights Issue does not require the publication of a prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”).

An information document has been prepared in connection with the Rights Issue in accordance with Annex IX of the Prospectus Regulation (the “Information Document”). The Information Document may be consulted, subject to certain restrictions, on the Company’s website: https://www.abionyx.com/fr/media-fr/communiques-de-presse. The Information Document does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been submitted for review and approval by the AMF.

Bonds Financing

The Bonds Financing consists of unsecured straight bonds in two tranches, in an aggregate principal amount of EUR 14 million. The First Tranche, in an aggregate principal amount of EUR 10 million is expected to be drawn on or around June 18, 2026, subject to satisfaction of customary closing conditions, including in particular the completion of the Rights Issue generating gross proceeds of at least EUR 14 million. An arrangement fee equal to 2.00% of the maximum aggregate principal amount of the First Tranche shall be payable to Fenja upon drawdown.

The Second Tranche, in an aggregate principal amount of EUR 4 million, may be drawn during the fourth quarter of 2026, subject in particular to the condition that the amount of outstanding Bonds (including the Second Tranche) represents no more than 10% of the Company's average market capitalisation over the 10 trading sessions prior to drawdown and that the average trading liquidity of the shares over 10 trading sessions is at least EUR 250,000 per day. Furthermore, the amount available for drawdown will be reduced by any amount allotted to Fenja in the Rights Issue as a result of its subscription undertaking of drawdown that has not been divested by Fenja at the date of drawdown of the Second Tranche. An arrangement fee of 2.00% of the maximum total nominal amount of the Second Tranche Bonds shall be due to Fenja on the earlier of (i) the issuance date of the Second Tranche, and (ii) December 31, 2026, including if the Second Tranche is not drawn down.

The Bonds must be repaid in full on May 26, 2028 (the “Maturity Date”). The Maturity Date may be extended to up to November 26, 2028, subject to mutual agreement between the Company and Fenja. Upon repayment of the Bonds, a minimum return top-up payment shall be due to Fenja, to the extent necessary, to ensure that the aggregate amounts received by Fenja in respect of the Bonds (including interest payments and some other amounts paid) equal at least 1.25 times the principal amount of the Bonds.

The Bonds shall accrue interest at an annual rate equal to three-month EURIBOR (with a floor of 2.00%) plus an interest margin of 3.00% per annum. Interest payments are made quarterly.

The Bonds may be prepaid by the Company at any time without penalty.

If, at the time of any quarterly interest payment date, the total outstanding principal amount of the Bonds exceeds 10% of the Company's market capitalization, the Company shall make a mandatory amortization payment equal to the amount by which the outstanding principal amount exceeds 10% of the market capitalization, subject to a maximum of (a) EUR 1.75 million per payment on each of the first two quarterly interest payment dates and (b) EUR 2 million per payment on each quarterly interest payment date thereafter. The Company may elect to satisfy such amortization payments solely in cash or, subject to certain conditions, in shares.

The Bonds Financing provides for certain restrictive covenants (subject to customary exceptions), which include, among other things, restrictions on the incurrence of indebtedness. The Bonds Financing includes customary events of default as well as an event of default in the event that the Company's general meeting does not approve adequate financial delegations in favor of the Board of Directors enabling the Company to repay certain amortization payments in shares (instead of repaying them in cash) in accordance with the Bonds issuance agreement.

As part of the Bonds Financing, Fenja will receive Warrants, issued free of charge, exercisable for ordinary shares corresponding to a total dilution of 5.00% based on the total number of ordinary shares outstanding in the Company immediately after completion of the Transaction, i.e., a maximum number of 2,240,424 new shares. The Warrants will have a five-year term commencing on their date of issuance, will be fully issued simultaneously with the issuance of the first tranche of Bonds, and will be exercisable immediately, at Fenja's sole discretion, without any exercise condition other than compliance with the exercise period. The initial exercise price of the Warrants shall equal 140% of the subscription price of the New Shares, i.e., EUR 3.71 per New Share.

The Warrants will benefit from anti‑dilution adjustments including in particular adjustments in case of (i) capitalization of reserves, profits or share premiums, (ii) issuance of shares or securities giving access to capital with or without preferential subscription rights (subject to certain exceptions), (iii) distributions in kind or in cash, (iv) stock splits or reverse stock splits, (v) changes in the nominal value of the shares, and, more generally, corporate actions likely to affect the rights of the holders. In particular, the Company has undertaken to issue additional Warrants to Fenja in the event of any issuance of securities with or without preferential subscription rights (subject, however, to certain exceptions).

The Bonds and the Warrants issued in connection with the Bonds Financing will not be listed on any market. The agreements relating to the Bonds Financing are governed by French law.

Underwriting Commitments

Pursuant to underwriting commitments, 26 guarantor investors (the “Guarantors”) have undertaken to subscribe for the New Shares that are not subscribed at the end of the subscription period, up to a maximum amount of EUR 18.69 million, i.e. a maximum of 99.99% of the total amount of the Rights Issue. Any New Shares not subscribed pursuant to the subscriptions on a reducible and irreducible basis will be distributed and allocated to the Guarantors pro rata their underwriting commitments, up to the total amount of the offering. By exception, certain historical shareholders have agreed to act as first rank Guarantors and will be allocated in priority compared to other Guarantors.

The underwriting commitments of the Guarantors are summarized below:

All Guarantors will be compensated with a commission equal to 10.0% of the amount of their commitment, regardless of the number of securities allocated to them.

The following Board Members, Mr. Emmanuel Huynh, Mr. Jean-Gérard Galvez, Mr. Luc Demarre and Mrs. Caroline de Surmont, participating in the Rights Issue as Guarantors did not take part in the deliberations or the vote at the meeting of the Board of Directors dated May 26, 2026, in accordance with the provisions of Article L. 225-40 of the French Commercial Code.

Underwriting

The issuance of the New Shares is not subject to any underwriting agreement (garantie de bonne fin as defined in article L.225-145 of the French commercial code).

In accordance with article L.225‑134 of the French Commercial Code, if subscriptions on an irreducible basis and, as the case may be, on a reducible basis amount to at least three‑quarters (3/4) of the Rights Issue, the Company may decide to limit the Rights Issue to the amount of subscriptions received.

Impact of the Rights Issue on the situation of shareholders

For information purposes, the impact of the issue of the New Shares on the equity stake of a shareholder who holds 1% of the Company’s share capital prior to the Rights Issue and who does not subscribe therefor would be as follows:

Impact of the Rights Issue on the shareholder structure

The following table presents a breakdown of the share capital before and after completion of the Rights Issue, based on the following assumptions: (i) no shareholder of the Company exercises its preferential subscription rights, (ii) the underwriting commitments are fully allocated up to the maximum amount of such commitments (see “Underwriting commitments” section above), and (iii) the Rights Issue is subscribed for 100% of its maximum amount originally projected.

Indicative timetable of the Rights Issue

It will not be possible to buy or sell the preferential subscription rights on the market after the close of trading on June 11, 2026.

ABIONYX Pharma
infos@abionyx.com