Abivax S.A. received an updated ownership report from Invus Public Equities and related entities, which together may be deemed to beneficially own 3,922,995 Ordinary Shares as of December 31, 2025. This stake represents 5.0% of Abivax’s ordinary shares, based on 77,830,067 shares outstanding as of September 30, 2025.
The filing explains the control chain: Invus Public Equities directly holds the shares, with Invus Public Equities Advisors, Invus Global Management, Siren, L.L.C., and individual Raymond Debbane each potentially deemed beneficial owners through their respective roles. The report notes that the CUSIP 00370M103 applies to Abivax American Depositary Shares, each representing one Ordinary Share.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Abivax, but as a passive investment under the applicable SEC rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Abivax S.A.
(Name of Issuer)
Ordinary Shares, nominal value Euro 0.01 per share
(Title of Class of Securities)
00370M103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
00370M103
1
Names of Reporting Persons
Invus Public Equities, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,922,995.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,922,995.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,922,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Invus Public Equities, L.P. directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
CUSIP No.
00370M103
1
Names of Reporting Persons
Invus Public Equities Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,922,995.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,922,995.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,922,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Invus Public Equities, L.P. directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
CUSIP No.
00370M103
1
Names of Reporting Persons
Invus Global Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,922,995.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,922,995.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,922,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Invus Public Equities, L.P. directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
CUSIP No.
00370M103
1
Names of Reporting Persons
Siren, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,922,995.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,922,995.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,922,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Invus Public Equities, L.P. directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
CUSIP No.
00370M103
1
Names of Reporting Persons
Raymond Debbane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,922,995.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,922,995.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,922,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Invus Public Equities, L.P. directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Abivax S.A.
(b)
Address of issuer's principal executive offices:
7-11 boulevard Haussmann, 75009 Paris, France
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Ordinary Shares, nominal value Euro 0.01 per share
(e)
CUSIP No.:
00370M103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Invus Public Equities directly held 3,922,995 Ordinary Shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, controls Siren and, accordingly, may be deemed to beneficially own the Shares that Siren may be deemed to beneficially own.
There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 77,830,067 Shares outstanding as of September 30, 2025, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 15, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
What ownership stake in Abivax S.A. (ABVX) is reported in this Schedule 13G/A?
The filing reports that Invus Public Equities and related entities may be deemed to beneficially own 3,922,995 Abivax Ordinary Shares, representing 5.0% of the company’s ordinary shares based on 77,830,067 shares outstanding as of September 30, 2025.
Who are the reporting persons in the Abivax S.A. (ABVX) Schedule 13G/A filing?
The reporting persons are Invus Public Equities, L.P., Invus Public Equities Advisors, LLC, Invus Global Management, LLC, Siren, L.L.C., and Raymond Debbane. Invus Public Equities directly holds the Abivax shares, and the other entities and Mr. Debbane may be deemed beneficial owners through control relationships.
How is the 5.0% ownership in Abivax S.A. (ABVX) calculated in the filing?
The 5.0% ownership is calculated using 77,830,067 Abivax Ordinary Shares outstanding as of September 30, 2025, as reported in Abivax’s Form 6-K filed on December 15, 2025. Against this baseline, the 3,922,995 shares held translate into a 5.0% beneficial stake.
Are the Abivax S.A. (ABVX) securities held to influence control of the company?
The reporting persons certify that the Abivax securities were not acquired and are not held for the purpose of changing or influencing control of the issuer. They describe the position as passive, consistent with the requirements for filing on Schedule 13G rather than Schedule 13D.
What is the relationship between Abivax Ordinary Shares and its American Depositary Shares (ADSs)?
The filing states there is no CUSIP for the Ordinary Shares, but CUSIP 00370M103 applies to Abivax ADSs, which are quoted on the Nasdaq Global Market under the symbol ABVX. Each ADS represents one Ordinary Share of Abivax S.A.
Which entity directly holds the Abivax S.A. (ABVX) shares reported in this Schedule 13G/A?
Invus Public Equities, L.P. directly holds the 3,922,995 Abivax Ordinary Shares. Invus Public Equities Advisors, Invus Global Management, Siren, L.L.C., and Raymond Debbane may each be deemed to beneficially own these shares through their roles as general partner, managing members, or individual controller.
