TOULOUSE, France & FULLERTON, Calif., Oct 3 — 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 announces (i) a partial repayment of the principal amount of the bonds subscribed by Fenja Capital II A/S (“Fenja”) and (ii) consequently, the pricing of a EUR 0.52 Million reserved capital increase of 331,299 new ordinary shares (the “New Shares”) to Fenja, at a subscription price of EUR 1.58103 per New Share, the subscription price of which is paid by way of set-off against the corresponding portion of its repayment receivable.
Partial Repayment of the Bonds
On May 26, 2026, the Company entered into a subscription agreement (the “Subscription Agreement”) with Fenja for an unsecured straight bonds financing of up to EUR 14 million (the “Bonds”).
In accordance with the Subscription Agreement, the Company is making a total amortization payment of EUR 1,750,000 in principal, comprising approximately 30% settled through the issuance of New Shares and approximately 70% paid in cash.
- The cash portion of EUR 1,226,206.34 will be paid on or before October 2, 2026. Interest accrued for the relevant period is paid concurrently in cash.
- The share portion of EUR 523,793.66 is settled through the issuance of 331,299 New Shares to Fenja at a subscription price of EUR 1.58103 per New Share, corresponding to the VWAP on September 30, 2026, less a 10% discount.
- Following completion of the repayment, the outstanding principal amount of the Bonds will be EUR 8,250,000.
Type of Issuance
The issuance consists of a capital increase with cancellation of shareholders’ preferential subscription rights reserved to Fenja, pursuant to the 21st resolution of the combined general meeting of June 30, 2026 (the “General Meeting”), implemented by the Board of Directors on October 1, 2026.
The New Shares are issued at a subscription price of EUR 1.58103 per share, within the limits set by the 21st resolution of the General Meeting. The subscription price corresponds to the lowest daily VWAP during the 10 trading days preceding the decision of the Board of Directors, namely EUR 1.7567, less a 10% discount.
The nominal amount of the capital increase is EUR 16,564.95, representing a nominal value of EUR 0.05 per New Share, together with an issue premium of EUR 507,228.71, representing EUR 1.53103 per New Share. The total amount of the capital increase, including the issue premium, is EUR 523,793.66.
Settlement by Way of Set-Off of Receivables
The subscription price of the New Shares is paid in full by way of set-off against certain, liquid, and due receivables (créances certaines, liquides et exigibles) held by Fenja against the Company in respect of the amortization payment. Such set-off, and the corresponding issuance and delivery of the New Shares to Fenja, is expected to occur on or about October 6, 2026, at which time the corresponding portion of Fenja’s repayment receivable will be fully extinguished.
Estimated Proceeds.
As the subscription price is paid by way of set-off, there will be no proceeds from the issuance of the New Shares.
Settlement and Delivery
The New Shares are expected to be admitted to trading on Euronext Paris on the same trading line as the Company’s existing shares, under ISIN FR0012616852, on or about October 6, 2026.
For a period of 60 days following delivery of the New Shares, Fenja is subject to a selling floor price equal to 80% of the lower of the subscription price and the 10-day VWAP preceding delivery.
The issuance is not subject to a prospectus requiring approval by the Autorité des Marchés Financiers (AMF), pursuant to the exemption under Article 1(5)(a) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
Dilution
The 331,299 New Shares to be issued will result in a dilution of approximately 0.77% of the share capital of the Company (on a non-diluted basis). On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the issuance of the New Shares would hold a stake of 0.99% after completion of the issuance of the New Shares.
Cash Position and Runway
The Company had cash, cash equivalents and short-term investments of EUR 26.9 million as of June 30, 2026, providing a projected cash runway into Q4 2028 based on current operating assumptions. After the anticipated amortization payment, the Company’s projected cash runway remains unchanged.
Information Available to the Public and Risk Factors
Potential investors should carefully consider the following risks:
- Future sales of ordinary shares by Fenja or other shareholders could depress the market price of the Company’s shares.
- Shareholders that do not participate in the issuance will see their interest in the Company’s share capital diluted.
- The Company may raise additional capital in the future, which may cause further dilution, restrict its operations or require it to relinquish rights to product candidates.
