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Sofinnova details Abivax (NASDAQ: ABVX) stake and $90M royalty buyback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Sofinnova-affiliated investors have updated their stake in Abivax S.A. following a royalty buyback deal. As of May 11, 2026, Sofinnova Crossover I SLP directly holds 3,377,494 Ordinary Shares, representing about 4.3% of Abivax’s outstanding Ordinary Shares and 5,499,478 voting rights, or about 6.7% of voting rights.

On May 4, 2026, Abivax repurchased royalty certificates from Sofinnova and other holders for an aggregate $90.0 million, split between $45.0 million in cash and $45.0 million in shares through the issuance of 403,347 Ordinary Shares in a private placement. Sofinnova Crossover I SLP received 42,755 ADSs in this transaction, and Abivax agreed to register these ADSs for resale. The filing also notes that Kinam Hong is no longer on Abivax’s Board of Directors.

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Insights

Sofinnova discloses a royalty buyback-paid partly in equity and updates its Abivax stake.

The filing shows Sofinnova Crossover I SLP holding 3,377,494 Ordinary Shares of Abivax, equal to about 4.3% of shares and 5,499,478 voting rights, or 6.7% of voting rights, based on Abivax’s stated outstanding totals.

Abivax repurchased royalty certificates for $90.0 million, split evenly between cash and new equity via 403,347 Ordinary Shares in a private placement, of which Sofinnova received 42,755 ADSs. This converts a royalty obligation into a mix of cash outlay and share issuance.

The issuer registered the ADSs for resale, giving Sofinnova flexibility to sell, while the filing stresses current investment intent and the possibility of future purchases or sales. The document also notes governance change as Kinam Hong steps off the board, reducing direct influence over Abivax’s corporate decisions.

Royalty buyback value $90.0 million Aggregate consideration to repurchase royalty certificates on May 4, 2026
Cash portion of buyback $45.0 million Cash paid by Abivax to repurchase royalty certificates
Share portion of buyback $45.0 million in 403,347 shares Value and amount of Ordinary Shares issued in private placement
ADSs received by Sofinnova 42,755 ADSs ADSs issued to Sofinnova Crossover I SLP in the private placement
Ordinary Shares held 3,377,494 Ordinary Shares Shares directly held by Sofinnova Crossover I SLP as of May 11, 2026
Voting rights held 5,499,478 voting rights Abivax voting rights attributed to the reporting persons, about 6.7% of total
Shares outstanding 79,694,535 Ordinary Shares Abivax Ordinary Shares outstanding as of March 31, 2026, adjusted for placement
Voting rights outstanding 82,047,884 voting rights Abivax voting rights outstanding as of March 31, 2026, adjusted for placement
American depositary shares financial
"including ordinary shares represented by American depositary shares ("ADS")"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
royalty certificates financial
"repurchase royalty certificates issued to SC, and the other shareholders, on September 7, 2022"
Royalty certificates are tradable claims that give the holder a right to a portion of future payments tied to an asset’s revenue—such as a patent, drug sales, mineral production, or a licensing deal. For investors they act like buying a steady slice of a future cashflow stream: returns depend on how well the underlying asset performs, offering potential income and diversification but also exposure to the asset’s commercial risk.
Purchase Agreement financial
"The 42,755 ADSs were acquired in exchange for royalty certificates held by SC pursuant to the Purchase Agreement"
A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.
private placement financial
"through the issuance of 403,347 ordinary shares, including in the form of ADS in a private placement"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
voting rights financial
"has 5,499,478 voting rights related to such shares"
Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.
beneficially owns financial
"The Reporting Person beneficially owns 3,377,494 Ordinary Shares"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.





00370M103

(CUSIP Number)
Armance Bordes
7-11, boulevard Haussmann,
Paris, I0, 75009
33 1 76 23 41 09


John Partigan Lloyd Spencer
Nixon Peabody LLP, 799 9 Street NW Ste 500
Washington, DC, 20001
202-585-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/07/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note in relation to Items 7 and 8: Sofinnova Partners SAS, a French corporation ("SP SAS"), the management company of Sofinnova Crossover I SLP ("SC"), may be deemed to have sole voting power, and Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau"), Kinam Hong ("Hong"), Joseph Anderson ("Anderson") and Jacques Theurillat ("Theurillat"), the members of the investment committee of SC, may be deemed to have shared power to vote these shares. Note in relation to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong, Anderson and Theurillat, the members of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note in relation to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Papiernik, Moreau, Hong, Anderson and Theurillat, the members of the investment committee of SC, may be deemed to have shared power to vote these shares. Note in relation to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong, Anderson and Theurillat, the members of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,478 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Papiernik, a member of the investment committee of SC, may be deemed to have shared power to vote these shares. Note to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Moreau, a member of the investment committee of SC, may be deemed to have shared power to vote these shares. Note to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Moreau, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Hong, a member of the investment committee of SC, may be deemed to have shared power to vote these shares. Note to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Hong, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,844 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Anderson, a member of the investment committee of SC, may be deemed to have shared power to vote these shares. Note to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Anderson, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Items 7 and 8: SP SAS, the management company of SC, may be deemed to have sole voting power, and Theurillat, a member of the investment committee of SC, may be deemed to have shared power to vote these shares. Note to Items 9 and 10: SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Theurillat, a member of the investment committee of SC, may be deemed to have shared power to dispose of these shares. Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 3,377,494 Ordinary Shares (including ordinary shares represented by American depositary shares) and has 5,499,478 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 82,047,884 voting rights outstanding as of March 31, 2026, as adjusted to reflect the shares issued in the Private Placement (as defined below).


SCHEDULE 13D


Sofinnova Crossover I SLP
Signature:/s/ Antoine Papiernik
Name/Title:Managing Partner
Date:05/11/2026
Sofinnova Partners SAS
Signature:/s/ Antoine Papiernik
Name/Title:Managing Partner
Date:05/11/2026
Antoine Papiernik
Signature:/s/ Antoine Papiernik
Name/Title:Antoine Papiernik
Date:05/11/2026
Cedric Moreau
Signature:/s/ Cedric Moreau
Name/Title:Cedric Moreau
Date:05/11/2026
Kinam Hong
Signature:/s/ Kinam Hong
Name/Title:Kinam Hong
Date:05/11/2026
Joseph Anderson
Signature:/s/ Joseph Anderson
Name/Title:Joseph Anderson
Date:05/11/2026
Jacques Theurillat
Signature:/s/ Jacques Theurillat
Name/Title:Jacques Theurillat
Date:05/11/2026

FAQ

How many Abivax (ABVX) shares does Sofinnova currently beneficially own?

Sofinnova Crossover I SLP beneficially owns 3,377,494 Abivax Ordinary Shares. These represent about 4.3% of Abivax’s 79,694,535 Ordinary Shares outstanding as of March 31, 2026, adjusted for the private placement described in the filing.

What percentage of Abivax (ABVX) voting rights is controlled by Sofinnova?

The reporting persons have 5,499,478 voting rights in Abivax, representing approximately 6.7% of the issuer’s 82,047,884 voting rights outstanding as of March 31, 2026, after adjusting for shares issued in the private placement transaction.

What is the value and structure of Abivax’s royalty certificate repurchase with Sofinnova?

Abivax repurchased royalty certificates from Sofinnova and other holders for an aggregate consideration of $90.0 million. The payment was split into $45.0 million in cash and $45.0 million in newly issued shares, including 403,347 Ordinary Shares in a private placement.

How many ADSs did Sofinnova receive in Abivax’s private placement?

In the private placement, Sofinnova Crossover I SLP received 42,755 American depositary shares (ADSs) of Abivax. These ADSs were issued as part of the $45.0 million share component of the royalty certificate repurchase consideration detailed in the filing.

Did Abivax register Sofinnova’s new ADSs for resale?

Yes. The filing states that on May 7, 2026, Abivax registered the offering and resale of the ADSs issued in the private placement. This registration allows the ADS holders, including Sofinnova, to resell these securities in compliance with applicable securities regulations.

What governance change involving Sofinnova’s representatives at Abivax is disclosed?

The document notes that Kinam Hong, a member of Sofinnova Crossover I SLP’s investment committee, no longer serves on Abivax’s Board of Directors. As a result, Hong no longer influences Abivax’s corporate activities or receives cash attendance fees from board service.