France-based Abivax SA (Nasdaq/Euronext Paris: ABVX) announced the pricing of a USD 45 million (EUR 38.5 million) offering of American Depositary Shares to fund the partial repurchase of legacy royalty certificates, a transaction designed to remove a royalty overhang from its balance sheet and preserve financial flexibility ahead of potential commercialization of its lead asset. The company's cash position as of December 31, 2025 stood at EUR 530.4 million, with a projected runway into Q4 2027 that management states remains unchanged following the transaction.
The deal involves the repurchase of all royalty certificates originally issued in September 2022 for a total consideration of USD 90 million. Under a purchase agreement dated May 4, 2026, USD 45 million of that amount is to be paid in cash at closing, while the remaining USD 45 million is structured as an interest-free vendor loan that is immediately reinvested into Abivax through the issuance of 403,347 ordinary shares in the form of ADSs, priced at USD 111.57 per ADS. Because the ADS subscription price is settled by offsetting the vendor loan against amounts owed, the offering generates no net cash proceeds for the company. The 403,347 new ordinary shares represent dilution of approximately 0.5% of Abivax's non-diluted share capital. Closing was expected on or about May 7, 2026, subject to customary closing conditions.
The royalty certificates, once repurchased, are immediately cancelled. The seven holders — TCG Crossover Fund I, L.P., VHCP ABVX Holdings, LLC, Deep Track Biotechnology Master Fund, Ltd., Sofinnova Crossover I SLP, Invus Public Equities, L.P., FPCI BioMedTech, and Santé Holdings Srl — are the same institutional investors that received the original royalty certificates pursuant to a board decision on August 31, 2022.