Item 1 Comment:
Introductory Statement:
This Amendment No. 4 (this "Amendment"), being filed by Sofinnova Crossover I SLP ("SC"), Sofinnova Partners SAS, a French corporation ("SP SAS"), Antoine Papiernik ("Papiernik"), Cedric Moreau ("Moreau"), Kinam Hong ("Hong"), Joseph Anderson ("Anderson") and Jacques Theurillat ("Theurillat") the members of the investment committee of SC (collectively, the "Listed Persons" and together with SC and SP SAS, the "Reporting Persons"), amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 30, 2023, as amended by Amendment No. 1, filed with the SEC on February 14, 2025, as further amended by Amendment No. 2, filed with the SEC on July 31, 2025, and as further amended by Amendment No. 3, filed with the SEC on October 30, 2025 (collectively, as amended, the "Schedule 13D").
This Schedule 13D relates to the Ordinary Shares, par value EUR0.01 per share (the "Ordinary Shares"), including ordinary shares represented by American Depositary Shares ("ADS"), of Abivax SA, a societe anonyme incorporated under the laws of the French Republic (the "Issuer"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
SC sold the amounts of ADS on the date and at the prices set forth below in open market transactions. All daily sales of the shares were sold in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this Schedule 13D.
January 12, 2026:
- 130,984 ADSs at a weighted average price of $118.27 per share (multiple transactions at prices ranging from $118.00 to $118.89, inclusive);
- 201,997 ADSs at a weighted average price of $119.33 per share (multiple transactions at prices ranging from $119.00 to $119.99, inclusive);
- 353,987 ADSs at a weighted average price of $120.37 per share (multiple transactions at prices ranging from $120.00 to $120.99, inclusive);
- 58,126 ADSs at a weighted average price of $121.47 per share (multiple transactions at prices ranging from $121.00 to $121.99, inclusive);
- 40,364 ADSs at a weighted average price of $122.24 per share (multiple transactions at prices ranging from $122.00 to $122.94, inclusive);
- 6,609 ADSs at a weighted average price of $123.13 per share (multiple transactions at prices ranging from $123.01 to $123.23, inclusive);
- 18,226 ADSs at a weighted average price of $125.37 per share (multiple transactions at prices ranging from $125.05 to $125.99, inclusive);
- 31,780 ADSs at a weighted average price of $126.32 per share (multiple transactions at prices ranging from $126.00 to $126.96, inclusive);
- 3,434 ADSs at a weighted average price of $127.09 per share (multiple transactions at prices ranging from $127.01 to $127.36, inclusive);
- 8,054 ADSs at a weighted average price of $137.48 per share (multiple transactions at prices ranging from $137.00 to $137.97, inclusive);
- 41,103 ADSs at a weighted average price of $138.45 per share (multiple transactions at prices ranging from $138.00 to $138.99, inclusive);
- 30,131 ADSs at a weighted average price of $139.48 per share (multiple transactions at prices ranging from $139.00 to $139.99, inclusive);
- 21,963 ADSs at a weighted average price of $140.26 per share (multiple transactions at prices ranging from $140.00 to $140.86, inclusive);
- 3,142 ADSs at a weighted average price of $141.26 per share (multiple transactions at prices ranging from $141.00 to $141.89, inclusive); and
- 100 ADS at $142.00 per share.
January 13, 2026:
- 17,500 ADSs at a weighted average price of $119.51 per share (multiple transactions at prices ranging from $119.16 to $120.02, inclusive);
- 10,473 ADSs at a weighted average price of $120.30 per share (multiple transactions at prices ranging from $120.21 to $120.64, inclusive);
- 18,405 ADSs at a weighted average price of $122.24 per share (multiple transactions at prices ranging from $122.00 to $122.94, inclusive); and
- 3,622 ADSs at a weighted average price of $123.04 per share (multiple transactions at prices ranging from $123.00 to $123.33, inclusive).
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of January 14, 2026, SC held directly 3,334,739 Ordinary Shares representing approximately 4.3% of the Issuer's outstanding Ordinary Shares and 6,399,478 voting rights representing approximately 7.7% of the Issuer's outstanding voting rights. None of the other Reporting Persons hold any Ordinary Shares or ADSs directly. SP SAS is the management company of SC and may be deemed to have shared voting and investment control over the Ordinary Shares and ADSs held by SC. Each of Antoine Papiernik, Cedric Moreau, Kinam Hong, Joseph Anderson and Jacques Theurillat are the members of the investment committee of SC and may be deemed to have shared voting and investment control over the Ordinary Shares and ADSs held by SC. Each of such individuals disclaims beneficial ownership of such Ordinary Shares and ADSs except to the extent of their pecuniary interest therein.
The ownership percentages are based upon 78,398,795 of the Issuer's Ordinary Shares outstanding as of November 30, 2025. The voting percentages are based upon 82,688,932 voting rights outstanding as of November 30, 2025. |
