Exhibit Index | |
Exhibit 99.1 | |
Exhibit 99.2 | Unaudited Interim Condensed Consolidated Financial Statements |
Abivax SA (Registrant) | ||
Date: September 8, 2025 | /s/ Marc de Garidel | |
Chief Executive Officer |
Page | |
INTRODUCTION................................................................................................................. | 1 |
RISK FACTORS................................................................................................................... | 3 |
OPERATING RESULTS........................................................................................................ | 4 |
INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS......................................................... | F-1 |
(In thousands of euros) | Six-Month Ended June 30, 2024 | Six-Month Ended June 30, 2025 | % 2024 Change |
Other operating income ......................................................... | 6,815 | 2,087 | (69)% |
Total operating income .................................................................. | 6,815 | 2,087 | (69)% |
Sales and marketing expenses ................................................. | (4,229) | (1,534) | (64)% |
Research and development expenses ...................................... | (64,650) | (77,946) | 21% |
General and administrative expenses .................................... | (17,932) | (16,303) | (9)% |
Total operating expenses ............................................................... | (86,811) | (95,783) | 10% |
Operating loss ................................................................................. | (79,997) | (93,696) | 17% |
Financial expenses ................................................................. | (9,514) | (10,857) | 14% |
Financial income .................................................................... | 7,873 | 3,769 | (52)% |
Financial income (loss) .................................................................. | (1,641) | (7,088) | 332% |
Net loss before tax .......................................................................... | (81,638) | (100,784) | 23% |
Income Tax ............................................................................. | — | — | —% |
Net loss for the period .................................................................... | (81,638) | (100,784) | 23% |
(In thousands of euros) | Six-Month Ended June 30, 2024 | Six-Month Ended June 30, 2025 | % 2024 Change |
CIR (Research Tax Credits) .............................................................. | 2,665 | 2,017 | (24)% |
Subsidies ........................................................................................... | 4,121 | — | (100)% |
Other ................................................................................................. | 29 | 70 | 139% |
Total other operating income ........................................................ | 6,815 | 2,087 | (69)% |
(In thousands of euros) | Six-Month Ended June 30, 2024 | Six-Month Ended June 30, 2025 | % 2024 Change |
Obefazimod ............................................................................................ | €62,015 | €75,345 | 21% |
Ulcerative Colitis ........................................................................... | 51,752 | 51,929 | —% |
Crohn’s Disease ............................................................................. | 917 | 7,416 | 709% |
Obefazimod Other Indication ........................................................ | 257 | 1,171 | 356% |
Transversal activities ..................................................................... | 9,089 | 14,829 | 63% |
Others ..................................................................................................... | 2,636 | 2,601 | (1)% |
Research and development expenses ................................................... | €64,650 | €77,946 | 21% |
(In thousands of euros) | Six-Month Ended June 30, 2024 | Six-Month Ended June 30, 2025 | % 2024 Change |
Personnel costs ..................................................................................... | 11,172 | 9,932 | (11)% |
Consulting and professional fees .......................................................... | 3,848 | 3,703 | (4)% |
Other general and administrative expenses .......................................... | 2,912 | 2,668 | (8)% |
General and administrative expenses ............................................... | 17,932 | 16,303 | (9)% |
(In thousands of euros) | Six-Month Ended June 30, 2024 | Six-Month Ended June 30, 2025 | % 2024 Change |
Net cash flows used in operating activities ............................................ | (85,175) | (66,618) | (22)% |
Net cash flows provided by investing activities ................................... | 13,458 | 1,269 | (91)% |
Net cash flows provided by (used in) financing activities ..................... | 40,322 | (16,604) | (141)% |
Effect of movements in exchange rates on cash held ............................ | 1,770 | (1,785) | (201)% |
Revaluation of cash equivalents measured at fair value ........................ | — | 462 | —% |
Net increase (decrease) in cash and cash equivalents ..................... | (29,625) | (83,275) | 181% |
— | |||
Cash and cash equivalents at the beginning of the period ............... | 251,942 | 144,221 | (43)% |
Cash and cash equivalents at the end of the period .......................... | 222,317 | 60,946 | (73)% |
As of June 30, 2025 | As of June 30, 2025 | As of June 30, 2025 | |
Less than | More than | ||
(In thousands of euros) | 1 year | 1 year | Total |
Financial debt obligations .......................... | 36,278 | 65,017 | 101,294 |
Lease obligations ....................................... | 979 | 1,012 | 1,991 |
Retirements benefits .................................. | 0 | 756 | 756 |
Off-balance sheet obligations .................... | 215,046 | 0 | 215,046 |
Total .......................................................... | 252,303 | 66,785 | 319,087 |
Condensed Consolidated Statements of Financial Position ............................................................... | |
Condensed Consolidated Statements of Loss .................................................................................... | |
Condensed Consolidated Statements of Comprehensive Loss .......................................................... | |
Condensed Consolidated Statements of Changes in Shareholders’ Equity ....................................... | |
Condensed Consolidated Statements of Cash Flows ......................................................................... | |
Notes to the Condensed Consolidated Financial Statements ............................................................. |
(Amounts in thousands of euros) | Notes | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | ||
ASSETS | |||||
Non-current assets | |||||
Goodwill | 6 | ||||
Intangible assets | 7 | ||||
Property, plant and equipment | 8 | ||||
Other financial assets | 9 | ||||
Other receivables and assets | 10 | ||||
Total non-current assets | |||||
Current assets | |||||
Other financial assets | 9 | ||||
Other receivables and assets | 10 | ||||
Cash and cash equivalents | 11 | ||||
Total current assets | |||||
TOTAL ASSETS | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
Shareholders’ equity | |||||
Share capital | |||||
Premiums related to share capital | |||||
Translation reserve | ( | ||||
Retained earnings | ( | ( | |||
Net loss for the period | ( | ( | |||
Total shareholders’ equity | 13 | ( | |||
Non-current liabilities | |||||
Retirement benefit obligations | 16 | ||||
Provisions | 14 | ||||
Borrowings | 15 | ||||
Convertible loan notes | 15 | ||||
Derivative instruments | 15 | ||||
Royalty certificates | 15 | ||||
Total non-current liabilities | |||||
Current liabilities | |||||
Borrowings | 15 | ||||
Convertible loan notes | 15 | ||||
Derivative instruments | 15 | ||||
Provisions | 14 | ||||
Trade payables and other current liabilities | 17.1 | ||||
Tax and employee-related payables | 17.2 | ||||
Total current liabilities | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
(Amounts in thousands of euros, except per share amounts) | Notes | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Other operating income | 18 | ||||||||
Total operating income | |||||||||
Sales and marketing | 19.1 | ( | ( | ( | ( | ||||
Research and development | 19.2 | ( | ( | ( | ( | ||||
General and administrative | 19.3 | ( | ( | ( | ( | ||||
Total operating expenses | ( | ( | ( | ( | |||||
Operating loss | ( | ( | ( | ( | |||||
Financial expenses | ( | ( | ( | ( | |||||
Financial income | |||||||||
Financial gain (loss) | 21 | ( | ( | ( | ( | ||||
Net loss before tax | ( | ( | ( | ( | |||||
Income tax | 22 | ||||||||
Net loss for the period | ( | ( | ( | ( | |||||
Weighted average number of outstanding shares used for computing basic/diluted loss per share | |||||||||
Basic / diluted loss per share (€/share) | 23 | ( | ( | ( | ( |
(Amounts in thousands of euros) | Notes | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Net loss for the period | ( | ( | ( | ( | |||||
Items that will not be reclassified to profit or loss | ( | ||||||||
Actuarial gains and losses on retirement benefit obligations | 16 | ( | |||||||
Items that are or may be reclassified subsequently to profit or loss | ( | ( | |||||||
Foreign currency translation differences | ( | ( | |||||||
Other comprehensive income (loss) | ( | ||||||||
Total comprehensive income (loss) for the period | ( | ( | ( | ( |
(In thousands of euros, except number of shares) | 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, 2024 | ( | ( | ||||||||||||
Net loss for the period | — | — | — | — | — | ( | ( | |||||||
Other comprehensive income (loss) | 16 | — | — | — | ( | — | ( | |||||||
Total comprehensive loss for the period | — | — | — | ( | ( | ( | ||||||||
Appropriation of prior period net loss | — | — | — | — | ( | |||||||||
Transaction costs related to capital increase | 13.3 | — | — | — | — | — | ||||||||
Issue of share warrants | — | — | — | — | — | |||||||||
Exercises of other share warrants | — | — | — | — | ||||||||||
Shares based compensation expense | — | — | — | — | — | |||||||||
AS OF JUNE 30, 2024 | 13.1 | ( | ( | |||||||||||
AS OF JANUARY 1, 2025 | ( | ( | ( | |||||||||||
Net loss for the period | — | — | — | — | — | ( | ( | |||||||
Other comprehensive income (loss) | 16 | — | — | — | — | |||||||||
Total comprehensive loss for the period | — | — | — | ( | ( | |||||||||
Appropriation of prior period net loss | — | — | — | — | ( | |||||||||
Issue of share warrants | 14 | — | — | — | — | — | ||||||||
Issue of free shares | 14 | ( | — | — | — | |||||||||
Shares based compensation expense | 14 | — | — | — | — | — | ||||||||
Other | — | — | — | — | — | |||||||||
AS OF JUNE 30, 2025 | 13.1 | ( | ( | ( |
(Amounts in thousands of euros) | Notes | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||
Cash flows used in operating activities | |||||
Net loss for the period | ( | ( | |||
Ajustments for: | |||||
Elimination of amortization of intangibles and depreciation of property, plant and equipment | |||||
Elimination of retirement benefit obligations | 16 | ||||
Elimination of share-based compensation expenses | 14 | ||||
(-) Net gain on sale of treasury shares | ( | ||||
Interest expenses and other financial expenses | 21 | $— | |||
Financial income | 21 | $— | ( | ( | |
Effect of unwinding the discount related to advances | ( | ( | |||
Increase/(decrease) in derivatives and liabilities fair value | 15 | ( | |||
Forgiveness of conditional advances | 17 | ( | |||
Other | ( | ||||
Cash flows used in operating activities before change in working capital requirements | ( | ( | |||
Decrease / (increase) in other receivables and related accounts | |||||
Increase / (decrease) in trade payables | ( | ||||
Increase / (decrease) in tax and social security liabilities | ( | ( | |||
Increase / (decrease) in deferred income and other liabilities | |||||
Changes in working capital requirements | ( | ||||
Cash flows used in operating activities | ( | ( | |||
Cash flows provided by (used in) in investing activities | |||||
Acquisitions of intangible assets | ( | ||||
Acquisitions of property, plant and equipment | ( | ( | |||
Advances reimbursed by (made to) CROs | 10 | ||||
Increase in deposits | 9 | ( | ( | ||
Decrease in deposits | 9 | ||||
Interest received | |||||
Cash flows provided by (used in) in investing activities | |||||
Cash flows provided by (used in) financing activities | |||||
Transaction costs related to capital increase | 13 | ||||
Net proceeds from Kreos and Claret (2) 2 bond loans | 15.2 & 15.7 | ||||
Repayments of Kreos and Claret (2) 2 bond loans | 15 | ( | |||
Repayments of convertible loan notes (3) | 15 | ( | ( | ||
Repayment of PGE | 15 | ( | ( | ||
Repayments of conditional advances | 15 | ( | |||
Payments of the lease liabilities | 15 | ( | ( | ||
Interest paid | 15 | ( | ( | ||
Other | |||||
Cash flows provided by (used in) financing activities | ( | ||||
Effect of movements in exchange rates on cash held | 11 | ( | |||
Revaluation of cash equivalents measured at fair value | 11 & 21 | ||||
Increase (decrease) in cash and cash equivalents | ( | ( | |||
Cash and cash equivalents at the beginning of the year | 11 | ||||
Cash and cash equivalents at the end of the year | 11 | ||||
Increase (decrease) in cash and cash equivalents | ( | ( |
(amounts in thousands of euros) | LICENCES | SOFTWARES | PATENTS | OTHER INTANGIBLE ASSETS | TOTAL | ||||
GROSS VALUES | |||||||||
AS OF JANUARY 1, 2024 | |||||||||
Acquisition | |||||||||
Disposal | |||||||||
AS OF JUNE 30, 2024 | |||||||||
GROSS VALUES | |||||||||
AS OF DECEMBER 31, 2024 | |||||||||
Acquisition | |||||||||
Disposal | |||||||||
AS OF JUNE 30, 2025 |
(amounts in thousands of euros) | LICENCES | SOFTWARES | PATENTS | OTHER INTANGIBLE ASSETS | TOTAL | ||||
AMORTIZATION | |||||||||
AS OF JANUARY 1, 2024 | ( | ( | ( | ||||||
Increase | |||||||||
Disposal | |||||||||
AS OF JUNE 30, 2024 | ( | ( | ( | ||||||
AS OF DECEMBER 31, 2024 | ( | ( | ( | ||||||
Increase | ( | ( | |||||||
Disposal | |||||||||
AS OF JUNE 30, 2025 | ( | ( | ( |
(amounts in thousands of euros) | LICENCES | SOFTWARES | PATENTS | OTHER INTANGIBLE ASSETS | TOTAL | ||||
NET BOOK VALUES | |||||||||
AS OF JUNE 30, 2024 | |||||||||
AS OF DECEMBER 31, 2024 | |||||||||
AS OF JUNE 30, 2025 |
(amounts in thousands of euros) | BUILDINGS | EQUIPMENT | FURNITURE AND COMPUTER EQUIPMENT | TOTAL | OF WHICH ROU | ||||
GROSS VALUES | |||||||||
AS OF JANUARY 1, 2024 | — | ||||||||
Acquisition | |||||||||
Disposal | ( | ( | ( | ( | |||||
Effect of the change in foreign currency exchange rates | |||||||||
AS OF JUNE 30, 2024 | — | — | 0 | 0 | |||||
AS OF DECEMBER 31, 2024 | — | ||||||||
Acquisition | |||||||||
Disposal | ( | ( | ( | ( | |||||
Effect of the change in foreign currency exchange rates | ( | ( | ( | ( | |||||
AS OF JUNE 30, 2025 | — | — | 0 | 0 |
(amounts in thousands of euros) | BUILDINGS | EQUIPMENT | FURNITURE AND COMPUTER EQUIPMENT | TOTAL | OF WHICH ROU | ||||
DEPRECIATION | |||||||||
AS OF JANUARY 1, 2024 | ( | ( | ( | ( | ( | ||||
Increase | ( | ( | ( | ( | ( | ||||
Disposal | |||||||||
AS OF JUNE 30, 2024 | ( | ( | ( | ( | ( | ||||
AS OF DECEMBER 31, 2024 | ( | ( | ( | ( | ( | ||||
Increase | ( | ( | ( | ( | ( | ||||
Disposal | |||||||||
Effect of the change in foreign currency exchange rates | |||||||||
AS OF JUNE 30, 2025 | ( | — | ( | — | ( | 0 | ( | ( |
(amounts in thousands of euros) | BUILDINGS | EQUIPMENT | FURNITURE AND COMPUTER EQUIPMENT | TOTAL | OF WHICH ROU | ||||
NET BOOK VALUES | |||||||||
AS OF JUNE 30, 2024 | — | — | 0 | — | |||||
AS OF DECEMBER 31, 2024 | |||||||||
AS OF JUNE 30, 2025 | — | — | 0 | — |
(amounts in thousands of euros) | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | ||
OTHER FINANCIAL ASSETS | ||||
Advances related to CRO contracts | ||||
Deposits | ||||
Other | ||||
Total other non-current financial assets | ||||
Advances related to CRO contracts | ||||
Deposits | ||||
Total other current financial assets | ||||
Other financial assets |
(amounts in thousands of euros) | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | ||
OTHER RECEIVABLES AND ASSETS | ||||
Prepaid expenses - non current | ||||
Total non-current other receivables and assets | ||||
Research tax credit ("CIR") | ||||
VAT receivables | ||||
Prepaid expenses | ||||
Credit notes | ||||
Other | ||||
Total current other receivables and assets | ||||
Other receivables and assets |
(amounts in thousands of euros) | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | ||
CASH AND CASH EQUIVALENTS | ||||
Cash equivalents | ||||
Cash | ||||
Cash and cash equivalents |
AS OF DECEMBER 31, 2024 | |||||||||
(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) | — | ||||||||
Other receivables and assets (2) | — | ||||||||
Cash and cash equivalents (1) | — | ||||||||
Total financial assets | — | ||||||||
Financial liabilities—non-current portion (4, Note 15) | — | ||||||||
Financial liabilities—current portion (3, Note 15) | — | ||||||||
Trade payables and other current liabilities (3) | — | ||||||||
Total financial liabilities | — |
AS OF JUNE 30, 2025 | |||||||||
(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) | — | ||||||||
Other receivables and assets (2) | — | ||||||||
Cash and cash equivalents (1) | — | ||||||||
Total financial assets | — | ||||||||
Financial liabilities—non-current portion (4, Note 15) | (50,401) | — | |||||||
Financial liabilities—current portion (3, Note 15) | — | ||||||||
Trade payables and other current liabilities (3) | — | ||||||||
Total financial liabilities | — |
TYPE | NUMBER OF BCEs ISSUED | NUMBER OF BCE OUTSTAND ING AS OF JANUARY 1, 2025 | NUMBER OF ISSUED BCEs | NUMBER OF LAPSED BCEs | NUMBER OF EXERCISE D BCEs | NUMBER OF BCEs OUTSTAND ING | NUMBER OF BCEs EXERCISA BLE | MAXIMUM NUMBER OF SHARES TO BE ISSUED IF ALL CONDITIONS ARE MET | ||||||||
FOR THE PERIOD ENDED JUNE 30, 2025 | AS OF JUNE 30, 2025 | |||||||||||||||
Total BCEs |
TYPE | Total NUMBER OF BSAs ISSUED | NUMBER OF BCAs OUTSTAND ING AS OF JANUARY 1, 2025 | NUMBER OF ISSUED BSAs | NUMBER OF LAPSED BSAs | NUMBER OF EXERCISE D BSAs | NUMBER OF BSAs OUTSTAND ING | NUMBER OF BSAs EXERCISA BLE | MAXIMUM NUMBER OF SHARES TO BE ISSUED IF ALL CONDITIONS ARE MET | |||||||
FOR THE PERIOD ENDED JUNE 30, 2025 | AS OF JUNE 30, 2025 | ||||||||||||||
Total BSAs | — |
TYPE | FAIR VALUE OF THE UNDERLYING SHARE | FAIR VALUE OF THE BSA | NUMBER OF BSAs | SUBSCRIPTI ON PRICE | STRIKE PRICE PER SHARE | RISK FREE RATE | EXPECTED MATURITY | VOLATILITY | ||||||||
BSA-2025-1 | € | [€ | € | € | [ | |||||||||||
BSA-2025-2 | € | [€ | € | € | [ | |||||||||||
BSA-2025-3 | € | [€ | € | € | [ |
TYPE | Total NUMBER OF AGAs ISSUED | NUMBER OF AGAs OUTSTANDING AS OF JANUARY 1, 2025 | NUMBER OF ISSUED AGAs | NUMBER OF LAPSED AGAs | NUMBER OF VESTED AGAs | NUMBER OF AGAs OUTSTANDING | ||||||
FOR THE PERIOD ENDED JUNE 30, 2025 | AS OF JUNE 30, 2025 | |||||||||||
Total AGAs | 0 | — | ( | — | ( | — |
TYPE | FAIR VALUE OF THE UNDERLYING SHARE | FAIR VALUE OF THE AGA | MATURITY | VOLATILITY | RISK FREE RATE | ||||
AGA-2025-1 | € | € | N/A | N/A | N/A | ||||
AGA-2025-2 | € | € | N/A | N/A | N/A | ||||
AGA-2025-3 | € | € | N/A | N/A | N/A | ||||
AGA-2025-4 | € | € | N/A | N/A | N/A | ||||
AGA-2025-5 | € | € | N/A | N/A | N/A | ||||
AGA-2025-6 | € | € | N/A | N/A | N/A |
TYPE (in thousands of euros) | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE PERIOD ENDED JUNE 30, 2024 | FOR THE PERIOD ENDED JUNE 30, 2025 | ||||
BCEs | ( | ( | — | |||||
BSAs | ( | ( | ( | — | ( | |||
AGAs | ( | ( | ( | — | ( | |||
Social taxes related to AGAs | ( | ( | ( | — | ( | |||
Total | ( | ( | ( | — | ( |
(amounts in thousands of euros) | ||||
FINANCIAL LIABILITIES | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | ||
Kreos & Claret bond loans | ||||
Lease liabilities | ||||
PGE | ||||
Borrowings | ||||
Kreos & Claret convertible notes (OCABSA) | ||||
Convertible loan notes | ||||
Kreos & Claret minimum return indemnifications | ||||
Derivative instruments | ||||
Royalty certificates | ||||
Other financial liabilities | ||||
Total non-current financial liabilities | ||||
Kreos & Claret bond loans | ||||
Lease liabilities | ||||
PGE | ||||
Borrowings | ||||
Heights convertible notes | ||||
Kreos & Claret convertible notes (OCABSA) | ||||
Convertible loan notes | ||||
Kreos & Claret BSA | ||||
Derivative instruments | ||||
Total current financial liabilities | ||||
Total financial liabilities |
Tranche B Minimum Return Indemnification - Mars 2024 | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Final redemption scenario probability | |||
Minimal return | |||
Discount rate | |||
Probability-weighted present value of shortfall payment (in thousands of €) | |||
Probability-weighted fair value of tranche A-B warrants with MRI (in thousands of €) | |||
Probability-weighted fair value of tranche A-B warrants without MRI (in thousands of €) | |||
Total fair value of MRI (in thousands of €) | |||
Fair value of Tranche B MRI (in thousands of €) |
Tranche C Minimum Return Indemnification - June 2024 | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Final redemption scenario probability | |||
Minimal return | |||
Discount rate | |||
(a) Probability-weighted present value of shortfall payment (in thousands of €) | |||
(b) Probability-weighted fair value of tranche A-B warrants with MRI (in thousands of €) | |||
(c) Probability-weighted fair value of tranche A-B warrants without MRI (in thousands of €) | |||
Total fair value of MRI (in thousands of €) | |||
Fair value of Tranche C MRI (in thousands of €) |
Kreos/Claret Tranche A-B BSA - August 2023 | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Number of outstanding BSA | |||
Exercise price per share | |||
Ordinary share price | |||
Exercise date | 19/8/2030 (expiry) 18/2/2027 (tender offer) | 19/8/2030 (expiry) 18/2/2027 (tender offer) | |
7-year expiry scenario probability | |||
Volatility | |||
Dividend | |||
Risk-free rate | |||
Fair value of issued Kreos/Claret Tranche A-B BSA |
Kreos/Claret Tranche C BSA - November 2023 | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Number of outstanding BSA | |||
of which, number of conditional BSA | |||
Exercise price per share | |||
Ordinary share price | |||
Exercise date | 1/11/2030 (expiry) 18/2/2027 (tender offer) | 1/11/2030 (expiry) 18/2/2027 (tender offer) | |
7-year expiry scenario probability | |||
Probability of Drawdown of Tranche C credit facility | Drawn on June 21, 2024 | Drawn on June 21, 2024 | |
Volatility | |||
Dividend | |||
Risk-free rate | |||
Fair value of issued Kreos/Claret Tranche A-B BSA |
Heights convertible notes - August 2023 | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 |
Number of outstanding notes | ||
Original principal amount (in thousands of €) | ||
Interest rate | ||
Conversion price per share | € | € |
Ordinary share price | € | € |
Maturity date | 24/08/2025 (put event) 24/08/2027 (HTM/voluntary conversion) | 24/08/2026 (put event) 24/08/2027 (HTM/voluntary conversion) |
Held to maturity scenario probability | ||
Initial price limit | € | € |
Early redemption amount (put event) | ||
Volatility | ||
Credit spread | ||
Risk-free rate | ||
Fair value of Heights convertible notes (in thousands of €) |
(amounts in thousands of euros) | LEASE LIABILITY |
AS OF DECEMBER 31, 2023 | |
(+) Increase | |
(-) Decrease | ( |
AS OF JUNE 30, 2024 | |
AS OF DECEMBER 31, 2024 | |
(+) Increase | |
(-) Decrease | ( |
AS OF JUNE 30, 2025 |
(Amounts in thousands of euros) | Kreos/ Claret convertible notes (OCABSA) | Kreos & Claret bond loans | Heights convertibl e notes | PGE | Conditional advances BPI | Lease liabilities | Royalty certificates | Total | ||||||||
FINANCIAL LIABILITIES (excluding derivatives instruments) | ||||||||||||||||
AS OF JANUARY 1, 2024 | ||||||||||||||||
Proceeds | ||||||||||||||||
Repayments | ( | ( | ( | ( | ( | |||||||||||
Interest paid | ( | ( | ( | ( | ( | ( | ||||||||||
Non-cash changes: classification of embedded derivatives as separate derivative financial instruments | ( | ( | ||||||||||||||
Non-cash changes: (gain)/loss on recognition or derecognition | ( | ( | ||||||||||||||
Non-cash changes: interest expense and other | ||||||||||||||||
Non-cash changes: other fair value remeasurement | ( | ( | ||||||||||||||
Non-cash changes : subsidies | ( | ( | ||||||||||||||
Non-cash changes : other reclassifications | ( | ( | ||||||||||||||
Non cash changes: additional leases | ||||||||||||||||
AS OF JUNE 30, 2024 | ||||||||||||||||
(Amounts in thousands of euros) | Kreos/ Claret convertible notes (OCABSA) | Kreos & Claret bond loans | Heights convertibl e notes | PGE | Conditional advances BPI | Lease liabilities | Royalty certificates | Total | ||||||||
FINANCIAL LIABILITIES (excluding derivatives instruments) | ||||||||||||||||
AS OF DECEMBER 31, 2024 | ||||||||||||||||
Repayments | ( | ( | ( | ( | ( | |||||||||||
Interest paid | ( | ( | ( | ( | ( | ( | ||||||||||
Non-cash changes: (gain)/loss on recognition or derecognition | ( | ( | ||||||||||||||
Non-cash changes: interest expense and other | ||||||||||||||||
Non-cash changes: other fair value remeasurement | ( | ( | ||||||||||||||
Non cash changes : Effect of the change in foreign currency exchange rates | ( | ( | ||||||||||||||
AS OF JUNE 30, 2025 |
(amounts in thousands of euros) | Kreos/Claret BSA | Kreos/Claret Minimum Return Indemnifications | Total | |||
DERIVATIVE FINANCIAL INSTRUMENTS | ||||||
AS OF JANUARY 1, 2024 | ||||||
(+) Issuance | ||||||
(+) Increase in fair value | ||||||
(-) Decrease in fair value | ( | ( | ||||
AS OF JUNE 30, 2024 | ||||||
AS OF JANUARY 1, 2025 | ||||||
(+) Increase in fair value | ||||||
(-) Decrease in fair value | ( | ( | ||||
AS OF JUNE 30, 2025 |
AS OF DECEMBER 31, 2024 | |||||||||||
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 | |||||||||||
Kreos/Claret convertible notes (OCABSA) | |||||||||||
Kreos/Claret bond loans | |||||||||||
PGE | |||||||||||
Royalty certificates | |||||||||||
Lease liabilities | |||||||||||
Derivative instruments | |||||||||||
Total financial liabilities |
AS OF JUNE 30, 2025 | |||||||||||
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 | |||||||||||
Kreos/Claret convertible notes (OCABSA) | |||||||||||
Kreos/Claret bond loans | |||||||||||
PGE | |||||||||||
Royalty certificates | |||||||||||
Lease liabilities | |||||||||||
Derivative instruments | |||||||||||
Total financial liabilities | $— | 0 | $— | 0 |
(amounts in thousands of euros) | |||
TRADE PAYABLES AND OTHER CURRENT LIABILITIES | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Trade payables | |||
Accrued invoices | |||
Other | |||
Trade payables and other current liabilities | — |
(amounts in thousands of euros) | |||
TAX AND EMPLOYEE-RELATED PAYABLES | AS OF DECEMBER 31, 2024 | AS OF JUNE 30, 2025 | |
Employee-related payables | |||
Social security and other | |||
Other tax and related payments | |||
Tax and employee-related payables |
(amounts in thousands of euros) | ||||||||
OPERATING INCOME | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Research tax credit ("CIR") | ||||||||
Subsidies | ||||||||
Other | ||||||||
Total operating income |
(amounts in thousands of euros) | ||||||||
SALES AND MARKETING | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Personnel costs | ||||||||
Consulting and professional fees | ||||||||
Other sales and marketing expenses | ||||||||
Sales & Marketing |
(amounts in thousands of euros) | ||||||||
RESEARCH AND DEVELOPMENT EXPENSES | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Sub-contracting, studies and research | ||||||||
Personnel costs | ||||||||
Consulting and professional fees | ||||||||
Intellectual property fees | ||||||||
Other research and development expenses | ||||||||
Research and development expenses |
(amounts in thousands of euros) | ||||||||
GENERAL AND ADMINISTRATIVE EXPENSES | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Personnel costs | ||||||||
Consulting and professional fees | ||||||||
Other general and administrative expenses | ||||||||
General and administrative expenses |
HEADCOUNT | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||
France | ||||
United States | ||||
Total |
(amounts in thousands of euros) | ||||||||
FINANCIAL GAIN (LOSS) | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Interest on bond loans | ( | ( | ( | ( | ||||
Interest on convertible loan notes | ( | ( | ( | ( | ||||
Interest on conditional advances and PGE | ( | ( | ( | ( | ||||
Interest on royalty certificates | ( | ( | ( | ( | ||||
Interest on lease liabilities | ( | ( | ( | ( | ||||
Increase in derivatives fair value | ( | ( | ( | ( | ||||
Increase (decrease) in other liabilities (assets) at fair value through profit and loss | ( | |||||||
Transaction costs | ( | ( | ||||||
Foreign exchange losses | ( | ( | ( | ( | ||||
Other financial expense | ( | ( | ( | ( | ||||
Financial expenses | ( | ( | ( | ( | ||||
Interest income | ||||||||
Decrease in derivatives fair value | ||||||||
Decrease (increase) in other liabilities (assets) at fair value through profit and loss | ||||||||
Effect of unwinding the discount related to advances made to CROs | ||||||||
Day-one gain on recognition of financial liabilities | ||||||||
Foreign exchange gains | ||||||||
Financial income | ||||||||
Financial gain (loss) | ( | ( | ( | ( |
(amounts in thousands of euros, except share data) | ||||||||
BASIC AND DILUTED LOSS PER SHARE | FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2025 | FOR THE SIX MONTHS ENDED JUNE 30, 2024 | FOR THE SIX MONTHS ENDED JUNE 30, 2025 | ||||
Weighted average number of outstanding shares | — | |||||||
Net loss for the period | ( | ( | ( | — | ( | |||
Basic and diluted loss per share (€/share) | ( | ( | ( | ( |