Abivax (NASDAQ: ABVX) AGM approves capital increases, ATM and buyback powers

Rhea-AI Filing Summary

Abivax SA reported the detailed voting results of its May 11, 2026 annual general meeting, where shareholders approved all 33 resolutions proposed by the Board.

Ordinary items included approval of the 2025 parent and consolidated financial statements, income allocation, and renewals of three directors. Shareholders also backed executive and director compensation items and policies, as well as an authorization for the Board to repurchase the Company’s own shares.

At the extraordinary meeting, investors supported multiple delegations allowing the Board to conduct share capital increases with or without preferential subscription rights, including for public offers, qualified investors, and an At-The-Market equity financing program on the U.S. market. They also approved authorities for capital reductions via treasury share cancellations, capitalizations of reserves, non‑cash contribution deals, public exchange offers, and employee share plans.

Insights

Equity analyst

Abivax wins broad shareholder backing for capital and equity plan flexibility.

Abivax received strong support for its 2025 financial statements, governance items, and compensation policies, with most ordinary resolutions passing by large majorities. This suggests alignment between management and shareholders on the company’s recent performance and pay structure.

On the capital side, shareholders granted wide-ranging delegations to the Board to increase or adjust share capital, including issuances with and without preferential subscription rights and in various investor formats. One resolution explicitly authorizes use of an equity financing agreement on the U.S. market via an At-The-Market program.

These authorizations do not themselves raise capital but give the Board tools to structure future financings, buybacks, or strategic transactions as needed. Actual effects for existing holders will depend on how and when these powers are used, which will be visible in subsequent disclosures.

Key Figures

Shares with voting rights: 79,291,188 shares Participation rate: 86.06% Votes for 2025 financial statements: 70,397,339 votes +4 more

7 metrics

Shares with voting rights 79,291,188 shares Shares with voting rights at the general meeting

Participation rate 86.06% Participation rate at the May 11, 2026 general meeting

Votes for 2025 financial statements 70,397,339 votes Approval of Company financial statements for year ended December 31, 2025

Votes for share buyback authorization 55,326,277 votes Authorization for the Board to purchase the Company’s own shares

Votes for ATM delegation 55,053,391 votes Delegation for capital increases via U.S. At-The-Market equity financing program

Votes for setting overall issue limits 69,568,526 votes Overall limits on the amount of issues under capital delegations

Votes for employee share plan delegation 70,200,401 votes Capital increase reserved for company savings plan members

Key Terms

preferential subscription rights, At-The-Market or ATM Program, share subscription and/or purchase options, ordinary share warrants, +1 more

5 terms

preferential subscription rights financial

"with cancellation of the preferential subscription rights by way of an offer to the public"

At-The-Market or ATM Program financial

"within the framework of an equity financing agreement in the United States stock market known as an “At-The-Market” or “ATM Program”"

share subscription and/or purchase options financial

"Authorization to the Board of Directors to grant share subscription and/or purchase options ("Options")"

ordinary share warrants financial

"Delegation of authority to the Board of Directors to issue and allot ordinary share warrants ("Warrants")"

company savings plan financial

"capital increase by issuing shares or securities conferring access to the Company's capital restricted to members of a company savings plan"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41842

Abivax SA

(Translation of registrant’s name into English)

7-11 boulevard Haussmann

75009 Paris, France

+33 (0) 1 53 83 08 41

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Abivax SA (the “Company”) held its annual ordinary and extraordinary general meeting of shareholders on May 11, 2026. The final results of each of the agenda items submitted to a vote of the shareholders are as follows1:

Number of shares with voting rights						79,291,188
Total number of votes						81,641,145
Number of shareholders present, represented or voting by post						204
Number of shares present, represented or voting by post						68,239,663
Number of votes present, represented or voting by post						70,442,656
Participation rate						86.06		%

									For												Against												Abstain
			Ordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
1.			Approval of the Company's financial statements for the financial year ended 31 December 2025.						70,397,339						99.99		%				7,309						0.01		%				38,008						0.05		%
2.			Approval of the Company's consolidated financial statements for the financial year ended 31 December 2025.						70,397,224						99.99		%				7,424						0.01		%				38,008						0.05		%
3.			Allocation of the income for the financial year ended 31 December 2025.						70,402,942						99.98		%				11,373						0.02		%				28,341						0.04		%
4.			Approval of the agreements referred to Articles L. 225-38 et seq. of the French Commercial Code (Code de commerce).						56,468,772						80.20		%				13,938,330						19.80		%				35,554						0.05		%
5.			Renewal of a Director’s term of office (Sylvie Grégoire).						56,618,519						80.42		%				13,787,828						19.58		%				36,309						0.05		%
6.			Renewal of a Director's term of office (June Lee).						54,899,841						77.98		%				15,506,517						22.02		%				36,298						0.05		%
7.			Renewal of a Director's term of office (Troy Ignelzi).						54,855,681						77.91		%				15,550,677						22.09		%				36,298						0.05		%
8.			Approval of the compensation items mentioned in Article L. 22-10-9 I of the French Commercial Code, pursuant to Article L. 22-10-34 of the French Commercial Code.						56,120,261						79.71		%				14,282,632						20.29		%				39,763						0.06		%
9.			Approval of the compensation items paid during, or allocated for, the financial year 2025 to Ms. Sylvie Grégoire as Chair of the Board of Directors.						55,464,315						78.78		%				14,942,341						21.22		%				36,000						0.05		%
10.			Approval of the compensation items paid during, or allocated for, the financial year 2025 to Mr. Marc de Garidel as Chief Executive Officer.						53,796,881						76.41		%				16,609,775						23.59		%				36,000						0.05		%

									For												Against												Abstain
			Ordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
11.			Approval of the information on corporate officers' compensation included in the corporate governance report and referred to in Article L.22-10-9 I. of the French Commercial Code).						56,062,432						79.63		%				14,339,261						20.37		%				39,963						0.06		%
12.			Approval of the compensation policy applicable to the Chair of the Board of Directors.						55,454,495						78.76		%				14,952,161						21.24		%				36,000						0.05		%
13.			Approval of the compensation policy applicable to the Chief Executive Officer.						54,969,580						78.07		%				15,437,276						21.93		%				35,800						0.05		%
14.			Approval of the compensation policy applicable to the Board members.						69,487,277						98.68		%				926,792						1.32		%				28,587						0.04		%
15.			Authorization to be granted to the Board to purchase the Company's own shares.						55,326,277						78.59		%				15,076,566						21.41		%				39,813						0.06		%

									For												Against												Abstain
			Extraordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
16.			Authorization to the Board of Directors to reduce share capital by cancelling treasury shares.						70,276,682						99.81		%				133,617						0.19		%				32,357						0.05		%
17.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or securities giving access to equity securities, maintaining preferential subscription rights.						54,873,990						77.94		%				15,533,112						22.06		%				35,554						0.05		%
18.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or securities giving access to equity securities, with cancellation of the preferential subscription rights by way of an offer to the public, and with the ability to confer a right of priority.						54,823,677						77.87		%				15,579,450						22.13		%				39,529						0.06		%
19.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or securities giving access to equity securities, with cancellation of the preferential subscription rights in favor of a specific category of persons.						54,946,334						78.05		%				15,456,743						21.95		%				39,579						0.06		%
20.			Delegation of authority to the Board of Directors to carry out a capital increase, within the limit of 30% of the share capital per year, by issuing shares, equity securities conferring access to other equity securities or conferring the right to an allotment of debt securities and/or securities conferring access to equity securities, with cancellation of the preferential subscription rights by way of a public offer to qualified investors or a restricted group of investors, within the meaning of Article L. 411-2, paragraph 1°, of the French Monetary and Financial Code (Code monétaire et financier).						54,946,016						78.04		%				15,457,111						21.96		%				39,529						0.06		%

									For												Against												Abstain
			Extraordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
21.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities conferring access to other equity securities or conferring the right to an allotment of debt securities and/or securities conferring access to equity securities, with cancellation of the preferential subscription rights in favor of certain categories of investors within the framework of an equity financing agreement in the United States stock market known as an “At-The-Market” or “ATM Program”.						55,053,391						78.20		%				15,349,736						21.80		%				39,529						0.06		%
22.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or securities giving access to equity securities, with cancellation of the preferential subscription rights in favor of designated beneficiaries.						54,946,335						78.05		%				15,456,792						21.95		%				39,529						0.06		%
23.			Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights.						54,875,278						77.94		%				15,527,861						22.06		%				39,517						0.06		%
24.			Delegation of authority to the Board of Directors to increase capital by capitalizing premiums, reserves, profits or other items.						70,246,176						99.77		%				164,279						0.23		%				32,201						0.05		%

									For												Against												Abstain
			Extraordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
25.			Delegation of authority to the Board of Directors to issue shares and securities leading to a capital increase in consideration of non-cash contributions.						54,871,283						77.94		%				15,531,856						22.06		%				39,517						0.06		%
26.			Delegation of authority to the Board of Directors to issue shares and securities entailing a capital increase in the event of a public exchange offer initiated by the Company.						54,844,834						77.90		%				15,558,305						22.10		%				39,517						0.06		%
27.			Setting of the overall limits on the amount of the issues carried out pursuant to the delegations granted.						69,568,526						98.80		%				841,719						1.20		%				32,411						0.05		%
28.			Authorization to the Board of Directors to grant share subscription and/or purchase options ("Options"), with cancellation of the shareholders' preferential subscription rights in favor of a specific category of persons.						54,161,043						76.93		%				16,242,096						23.07		%				39,517						0.06		%
29.			Delegation of authority to the Board of Directors to issue and allot ordinary share warrants ("Warrants"), with cancellation of the shareholders’ preferential subscription rights in favor of a specific category of persons.						54,143,113						76.90		%				16,260,026						23.10		%				39,517						0.06		%
30.			Authorization to the Board of Directors to allot free shares, whether existing or to be issued ("Free Shares"), with cancellation of the shareholders' preferential subscription rights in favor of a specific category of persons.						53,983,571						76.79		%				16,318,396						23.21		%				140,689						0.20		%
31.			Setting of the overall limits on the amount of the issues carried out pursuant to the authorizations to grant Options and Free Shares and the delegations of authority in order to issue Warrants.						70,380,891						99.96		%				25,404						0.04		%				36,361						0.05		%
32.			Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities conferring access to the Company's capital restricted to members of a company savings plan, with cancellation of the shareholders’ preferential subscription rights in favor thereof.						70,200,401						99.70		%				209,994						0.30		%				32,261						0.05		%

									For												Against												Abstain
			Ordinary General Shareholders’ Meeting						Votes						%						Votes						%						Votes						%
33.			Powers for formalities.						70,402,455						99.99		%				8,000						0.01		%				32,201						0.05		%

1 Percentages of votes “For” and “Against” are calculated based on the total number of votes cast, excluding abstentions. The percentage of abstentions is provided for completeness and reflects the proportion of shares present or represented at the meeting that did not participate in the vote on the relevant resolution.

Press Release

On May 11, 2026, the Company published a press release entitled “Abivax Announces Results of its May 11, 2026 Annual General Meeting.” A copy of the press release is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

Incorporation by Reference

This Report on Form 6-K, including Exhibit 99.1 shall be deemed to be incorporated by reference into the Registrant’s registration statements on Form F-3 (File Nos. 333-283336 and 333-288884) and Form S-8 (File Nos. 333-286069 and 333294544) and to be part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed.

Exhibit Index
Exhibit 99.1			Press release, dated May 11, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						Abivax SA (Registrant)
Date: May 20, 2026						/s/ Marc de Garidel
						Chief Executive Officer

Exhibit 99.1

Abivax Annouces Results of its May 11, 2026 Annual General Meeting

PARIS, France – May 11, 2026 – 10:05 pm CEST – Abivax SA (Euronext Paris: FR0012333284 – ABVX / Nasdaq: ABVX) (“Abivax” or the “Company”), a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases, held its annual general meeting of shareholders on May 11, 2026 (the “General Meeting”), which was chaired by Ms. Sylvie Grégoire, Chair of the Board of Directors of Abivax (the “Board”).

The shareholders have adopted all the resolutions proposed by the Board, and particularly the financial statements for the 2025 financial year, the compensation policy applicable to the Chairman, the Chief Executive Officer and the directors, as well as delegations granted to the Board related to financial transactions.

Details of the vote results will be available on the Company’s website (www.abivax.com).

About Abivax

Abivax is a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases. Based in France and the United States, Abivax’s lead drug candidate, obefazimod (ABX464), is in Phase 3 clinical trials for the treatment of moderately to severely active ulcerative colitis.

Contact:

Patrick Malloy

SVP, Investor Relations

Abivax SA

patrick.malloy@abivax.com

+1 847 987 4878

FAQ

What did Abivax (ABVX) shareholders approve at the May 11, 2026 AGM?

Abivax shareholders approved all 33 resolutions presented at the meeting. These included 2025 financial statements, income allocation, director renewals, compensation policies, a share buyback authorization, and extensive capital increase and equity issuance delegations for the Board.

How strong was shareholder participation at Abivax’s 2026 general meeting?

Shareholder participation reached 86.06% of voting rights. Out of 79,291,188 shares with voting rights, 68,239,663 shares were present, represented, or voting by post, corresponding to 70,442,656 votes cast across the ordinary and extraordinary sessions.

Did Abivax (ABVX) shareholders approve the 2025 financial statements?

Yes, Abivax’s 2025 financial statements were overwhelmingly approved. The standalone and consolidated financial statements each received 70,397,000-plus votes in favor, with approximately 99.99% support and only a very small number of votes against or abstaining.

What capital increase powers did Abivax’s Board receive at the 2026 AGM?

The Board received multiple delegations to increase share capital using different instruments. These cover issues with or without preferential subscription rights, public offers, qualified investors, non‑cash contributions, public exchange offers, and employee share plans, all within overall limits approved by shareholders.

Did Abivax obtain authorization for an At-The-Market (ATM) equity program?

Yes, shareholders approved a specific ATM-related delegation. Resolution 21 authorized the Board to increase capital with cancellation of preferential subscription rights in favor of certain investors under an equity financing agreement on the U.S. market known as an At-The-Market or ATM Program.

Were Abivax’s executive and director compensation policies accepted by shareholders?

Yes, compensation items and policies received solid majorities. Votes covered 2025 compensation for the Chair and CEO, overall corporate officers’ pay information, and policies for the Chair, CEO, and Board members, with support generally around 78–80% for most such resolutions.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 5.2 KB