Underwriting Agreement
On July 23, 2025, Abivax SA (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Leerink Partners 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 10,156,000 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 $64.00 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 $608.6 million (€519.0 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 supplemented by a preliminary prospectus supplement dated July 23, 2025, filed with the SEC on July 23, 2025, and a final prospectus supplement dated July 23, 2025, filed with the SEC on July 24, 2025. The Offering is
expected to close on July 28, 2025, 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 Dechert (Paris) 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 No. 333-286069) 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
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| 1.1 |
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Underwriting Agreement, dated as of July 23, 2025, among the Company and Leerink Partners LLC, Piper Sandler & Co. and
Guggenheim Securities, LLC, as representatives of the several Underwriters named therein |
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| 5.1 |
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Opinion of Dechert (Paris) LLP, French counsel to the Company |
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| 23.1 |
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Consent of Dechert (Paris) LLP (included in Exhibit 5.1) |
