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Abivax (NASDAQ: ABVX) launches 6.4M ADS offering raising $759.8M

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Form Type
6-K

Rhea-AI Filing Summary

Abivax entered into an underwriting agreement for a public offering of 6,400,000 American Depositary Shares, each representing one ordinary share, at $125.00 per ADS. The company expects net proceeds of about $759.8 million (€666.8 million) after underwriting discounts and estimated expenses. The offering is a takedown from Abivax's automatic shelf registration statement on Form F-3 and is expected to close on July 6, 2026, subject to customary closing conditions.

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Insights

Abivax executes a large underwritten ADS offering under an existing shelf.

Abivax has agreed to sell 6,400,000 ADSs at $125.00 per ADS through a syndicate of underwriters. The transaction is structured as a firm commitment public offering under an automatic shelf registration on Form F-3.

The company expects net proceeds of approximately $759.8 million (€666.8 million) after underwriting discounts and estimated expenses. The filing notes standard representations, warranties, indemnities and customary closing conditions, including the risk that the offering may not close as expected.

The expected closing date is July 6, 2026. Actual impact will depend on how Abivax later deploys this capital and any subsequent disclosures in its periodic and offering-related filings.

ADSs offered 6,400,000 ADSs Public offering size
Offering price $125.00 per ADS Public offering price
Expected net proceeds $759.8 million After underwriting discounts and estimated expenses
Expected net proceeds (EUR) €666.8 million Approximate euro equivalent of net proceeds
ADS-to-share ratio 1 ADS : 1 ordinary share Each ADS represents one ordinary share, €0.01 nominal value
Expected closing date July 6, 2026 Target closing for the offering, subject to conditions
Underwriting Agreement financial
"entered into an Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
automatic shelf registration statement regulatory
"pursuant to the Company’s automatic shelf registration statement on Form F-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
Form F-3 regulatory
"automatic shelf registration statement on Form F-3 (File No. 333-288884)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
prospectus supplement regulatory
"as supplemented by a preliminary prospectus supplement dated June 30, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"Statements in this Report on Form 6-K that are not strictly historical in nature ... are forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Type shelf
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FAQ

What equity offering did Abivax (ABVX) announce in this Form 6-K?
Abivax entered an underwriting agreement for a public offering of 6,400,000 American Depositary Shares, each representing one ordinary share. The ADSs are being issued under its automatic shelf registration statement on Form F-3 filed with the SEC.

At what price is Abivax (ABVX) selling its new ADSs and how much will it raise?
Abivax is selling 6,400,000 ADSs at a public offering price of $125.00 per ADS. The company expects net proceeds of approximately $759.8 million (€666.8 million) after underwriting discounts and estimated offering expenses.

When is the Abivax (ABVX) ADS offering expected to close?
The offering is expected to close on July 6, 2026, subject to customary closing conditions. Closing depends on satisfaction of standard requirements typical for an underwritten public equity offering of this type.

Which banks are underwriting the Abivax (ABVX) ADS offering?
Leerink Partners LLC, Morgan Stanley & Co. LLC, Piper Sandler & Co. and Guggenheim Securities, LLC are acting as representatives of the several underwriters. They have entered into a customary underwriting agreement with Abivax for this ADS offering.

Under which registration statements is this Abivax (ABVX) offering being made?
The ADS offering is made under Abivax’s automatic shelf registration statement on Form F-3 (File No. 333-288884), as amended. The Form 6-K also incorporates information into additional Form F-3 and Form S-8 registration statements listed in the report.
 
 

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 June 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 ☐

 

 
 

Underwriting Agreement

On June 30, 2026, Abivax SA (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Morgan Stanley & Co. LLC, Piper Sandler & Co. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Company in a public offering (the “Offering”) of 6,400,000 American Depositary Shares (“ADSs”), each representing one ordinary share of the Company, nominal value €0.01 per share (the “Ordinary Shares”), at a public offering price of $125.00 per ADS. Net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $759.8 million (€666.8 million).

The Offering was made pursuant to the Company’s automatic shelf registration statement on Form F-3 (File No. 333-288884) filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2025 and effective upon filing, as amended by a post-effective amendment filed with the SEC on June 30, 2026, as supplemented by a preliminary prospectus supplement dated June 30, 2026, filed with the SEC on June 30, 2026, and a final prospectus supplement dated June 30, 2026 filed with the SEC on July 2, 2026. The Offering is expected to close on July 6, 2026, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein.

The legal opinion of Orrick Herrington & Sutcliffe (Europe) LLP relating to the legality of the issuance and sale of the Ordinary Shares underlying the ADSs offered in the Offering is filed herewith as Exhibit 5.1 and incorporated by reference herein.

This Report on Form 6-K, including the information contained in Exhibits 1.1, 5.1 and 23.1, shall be deemed to be incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-288884 and 333-283336) and Form S-8 (File Nos. 333-286069 and 333-294544) 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

 

1.1    Underwriting Agreement, dated as of June 30, 2025, among the Company and Leerink Partners LLC, Morgan Stanley & Co. LLC, Piper Sandler  & Co. and Guggenheim Securities, LLC, as representatives of the several Underwriters named therein
5.1    Opinion of Orrick Herrington & Sutcliffe (Europe) LLP, French counsel to the Company
23.1    Consent of Orrick Herrington & Sutcliffe (Europe) LLP (included in Exhibit 5.1)

Forward-Looking Statements

Statements in this Report on Form 6-K that are not strictly historical in nature, including statements regarding the Company’s expectations with respect to the closing of the Offering and the receipt of gross proceeds, are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for an offering of securities. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise the information in this report, including any forward-looking statements, except as may be required by law.

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: July 02, 2026      

/s/ Marc de Garidel

      Marc de Garidel
      Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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