[6-K] Biophytis SA American Depositary Share (0.01 Euro) Current Report (Foreign Issuer)

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $1.176 million principal amount of Auto-Callable Contingent Interest Notes linked to the MerQube US Large-Cap Vol Advantage Index (Bloomberg: MQUSLVA). The notes, fully and unconditionally guaranteed by JPMorgan Chase & Co., price on 9-Jul-2025, settle on or about 14-Jul-2025, and mature 12-Jul-2030 unless called earlier.

Key structural terms

• Initial Value: 3,497.81 (Index close on pricing date)
• Interest Barrier: 2,448.467 (70% of Initial Value)
• Trigger Value: 1,748.905 (50% of Initial Value)
• Contingent Interest: 13.00% p.a. (1.08333% monthly, $10.8333 per $1,000 face). Paid only if the Index closes ≥ Interest Barrier on an Interest Review Date; any missed coupons may be “caught up” if a later review date meets the barrier.
• Automatic Call: Quarterly; first possible on 9-Jul-2026. Triggered when the Index closes ≥ Initial Value. Redemption amount equals par plus current and any unpaid coupons.
• Payment at Maturity (if not called): • If Final Value ≥ Trigger, return of principal plus last coupon and any unpaid coupons. • If Final Value < Trigger, principal is exposed one-for-one to Index decline (maximum loss 100%).
• Denominations: $1,000; CUSIP 48136FLB6.
• Public Offering Price: 100% of face; selling concession $9 (0.9%).
• Estimated Value: $931.80 (6.82% below issue price) reflecting internal funding and hedging costs.

Underlying index features & implications

• Rules-based long/short exposure (0-500%) to E-mini S&P 500 futures, targeting 35% implied volatility.
• Daily 6.0% p.a. deduction acts as a constant performance drag; Index must outperform this hurdle to appreciate.
• Potential for significant leverage and for the index to be partly uninvested during high-volatility periods.

Risk highlights

• No principal protection; investors may lose >50% and up to all principal if Final Value falls below Trigger.
• No guaranteed interest; coupons are contingent on monthly barrier test.
• Credit exposure to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.
• Liquidity limited—notes will not be exchange-listed; secondary prices likely below issue price.
• Conflict of interest: JPM affiliates helped design the index and hold a 10% equity stake in the index sponsor.

Investor profile: Investors seeking enhanced coupon potential (13% p.a.) and willing to accept equity-like downside, path-dependent income, issuer credit risk, and drag from the 6% daily deduction on the underlying index.

Positive

• Attractive headline coupon: 13.00% per annum contingent interest significantly exceeds investment-grade bond yields.
• Quarterly autocall provides potential early exit after one year, enhancing annualised return if the index remains strong.
• Full JPMorgan Chase & Co. guarantee adds high-grade credit backing to the payment obligations.

Negative

• No principal protection: investors incur 1:1 downside below a 50% trigger, risking total loss.
• High valuation gap: estimated value is $931.80 vs. $1,000 issue price, indicating ~6.8% upfront economic cost.
• Index performance drag: 6% per-annum daily deduction plus roll and leverage risks raise likelihood of barrier breach.
• Liquidity risk: unlisted security; resale dependent on JPMS with likely bid-discounts.
• Potential conflicts of interest: JPM affiliates co-designed the index and hold a 10% stake in the index sponsor.

Insights

Structured-Products Analyst

TL;DR High 13% coupon and quarterly autocall come with material principal risk, valuation discount and index drag; suitable only for yield-seeking risk-tolerant investors.

The structure delivers an above-market headline coupon, but payments are strictly contingent on the MerQube index staying ≥70% of its initial level each month. Because the index embeds a daily 6% fee and uses up to 5× leverage, the probability of breaching the barrier is meaningfully higher than for a conventional equity index. While quarterly autocall can shorten duration and boost annualised IRR, it also caps upside to the coupon stream. The estimated value is 92. points, implying ~700 bp of embedded costs. Given JPM’s AA- credit, credit risk is moderate, yet secondary liquidity will rely on JPMS.

Derivatives Risk Specialist

TL;DR Leverage, 6% daily fee and roll risk create path-dependency that may erode coupons; investors face tail loss below 50% trigger.

The MerQube US Large-Cap Vol Advantage Index is effectively a volatility-targeted, leveraged S&P 500 futures strategy. Historical back-tests cover only three years of live data; performance in stress regimes is uncertain. The 6% daily deduction, charged even when exposure is de-levered, compounds negatively, meaning the index must materially outpace S&P 500 returns simply to break even. Should equity volatility spike, leverage will decay after losses, reducing recovery potential. Consequently, risk of missing coupons—and breaching the 50% trigger—is non-trivial. For capital-preservation investors, the payoff asymmetry is unfavourable; for sophisticated yield hunters, position sizing is critical.

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UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM&nbsp;6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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Date of report: July 11, 2025

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Commission File Number: 001-38974

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BIOPHYTIS S.A.

(Translation of registrant&rsquo;s name into English)

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Stanislas Veillet
Biophytis S.A.

Sorbonne University&mdash;BC 9, B&acirc;timent A 4&egrave;me &eacute;tage

4 place Jussieu

75005 Paris, France

+33 1 44 27 23 00

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form&nbsp;20-F or Form&nbsp;40-F:

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x&nbsp;Form&nbsp;20-F ¨&nbsp; Form&nbsp;40-F

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Indicate by check mark if the registrant is submitting the Form&nbsp;6-K in paper as permitted by Regulation S-T Rule&nbsp;101(b)(1): ¨

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Indicate by check mark if the registrant is submitting the Form&nbsp;6-K in paper as permitted by Regulation S-T Rule&nbsp;101(b)(7): ¨

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On July 11, 2025, Biophytis S.A. issued a press release announcing the publication of its 2024 financial results. A copy of the press release is attached as Exhibit&nbsp;99.1 to this Form&nbsp;6-K.

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EXHIBIT&nbsp;LIST

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Exhibit	 	Description
99.1	 	Press Release dated July 11, 2025.

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SIGNATURES

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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.

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 	BIOPHYTIS S.A.
 	 	 
Date: July 11, 2025	By:	/s/ Stanislas Veillet
 	 	Name: Stanislas Veillet
 	 	Title: Chairman and Chief Executive Officer

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FAQ

What is the coupon rate on JPMorgan's Auto Callable Contingent Interest Notes?

The notes pay a 13.00% per-annum coupon, credited monthly (1.08333%) only if the index closes ≥70% of its initial level on the relevant review date.

When can the notes be automatically called?

Automatic call occurs quarterly starting 9-Jul-2026 if the MerQube index closes ≥ its initial value; investors then receive par plus all due coupons.

How much principal can be lost at maturity?

If the Final Value drops below the 50% trigger (1,748.905), holders lose principal point-for-point with the index decline, up to a 100% loss.

Why is the estimated value only $931.80 per $1,000 note?

The figure nets out selling commissions, hedging costs and JPMorgan’s internal funding spread, reflecting the fair economic value at pricing.

Does the 6% daily deduction affect returns?

Yes. The index’s 6.0% per-annum daily fee continually drags performance, making coupon qualification and principal preservation more challenging.

Are the notes listed on any exchange?

No. They will not be exchange-listed; any liquidity depends on JPMS’s secondary market making, which may be limited.