UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of report: July 30, 2026
Commission File Number: 001-38974
BIOPHYTIS S.A.
(Translation of registrant’s name into
English)
Stanislas Veillet
Biophytis S.A.
Sorbonne University—BC 9, Bâtiment
A 4ème étage
4 place Jussieu
75005 Paris, France
+33 1 44 27 23 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On July 29, 2026, Biophytis S.A. issued a press release announcing
the auditing of its 2025 financial statements and the resumption of trading in its stock. A copy of the press release is attached as Exhibit 99.1
to this Form 6-K.
EXHIBIT LIST
| Exhibit |
|
Description |
| 99.1 |
|
Press Release dated
July 29, 2026. |
SIGNATURES
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.
| |
BIOPHYTIS S.A. |
| |
|
| Date: July 30, 2026 |
By: |
/s/ Stanislas Veillet |
| |
|
Name: Stanislas Veillet |
| |
|
Title: Chairman and Chief Executive Officer |
Exhibit 99.1
BIOPHYTIS ANNOUNCES THE
AUDITING OF ITS 2025 FINANCIAL STATEMENTS AND THE RESUMPTION OF TRADING IN ITS STOCK
Paris (France) and Cambridge (Massachusetts,
U.S.), July 29th, 2026, at 23:00 CET – Biophytis SA (Euronext Growth Paris: ALBPS), (“Biophytis”
or the “Company”), a clinical-stage biotechnology company specializing in the development of treatments for
age-related diseases, announces the publication of its parent company financial statements for the fiscal year ended December 31,
2025, prepared in accordance with French accounting rules and principles and approved by the Board of Directors on July 24,
2026, as well as the resumption of trading of its shares on Euronext Growth Paris.
The annual financial
statements were the subject of a report by the statutory auditors stating that they were unable to issue an unqualified opinion, based
in particular on uncertainties regarding the Company’s going concern status and the accounting treatment of certain capital transactions
described in their report.
This publication
complies with the Company’s obligations as an issuer on Euronext Growth, given the limited size of its group (total assets of less
than €20 million, fewer than 250 employees, and no revenue for any of the group’s entities).
Although the scope
differs from that of the IFRS consolidated financial statements published in 2024, and although the final 2025 data are not directly
comparable, this presentation remains faithful to the Company’s economic reality and complies with Article L. 233-16 of the
French Commercial Code.
| Amounts
in thousands of euros |
Company
financial statement |
| Final
and audited |
12
months |
| |
|
| REVENUES |
- |
| NET
INCOME |
-8
205 |
| SHAREHOLDERS’
EQUITY |
-8
847 |
Financial
Debt & Current Liabilities
| Amounts in € thousands | |
Dec. 31, 2024 | | |
Dec. 31, 2025 | | |
Change | |
| Bond borrowings | |
5 953 | | |
4 267 | | |
-1 686 | | |
-28 | % |
| Current liabilities | |
6 439 | | |
7 350 | | |
911 | | |
14 | % |
| Other current liabilities | |
109 | | |
222 | | |
113 | | |
104 | % |
| Total Financial Debt and Current Liabilities | |
12 501 | | |
11 840 | | |
-661 | | |
-5 | % |
Total financial
debt and current liabilities amounted to €11.9 million as of December 31, 2025, down €0.6 million (-5%) compared with
December 31, 2024. This change is primarily driven by a €1.7 million (-28%) reduction in bond debt, reflecting the financial
restructuring measures undertaken by the company, the effect of which is partially offset by an increase in current liabilities (up €0.9
million).
Operating
Results
| Amounts in € thousands | |
Dec. 31, 2024 12 months | | |
Dec. 31, 2025
12 months | | |
Change | |
| Revenues | |
- | | |
- | | |
| | |
| |
| Total Operating Revenue | |
| 623 | | |
| 12 | | |
| -611 | | |
| -98 | % |
| Operating Expenses | |
| 9 758 | | |
| 7 811 | | |
| -1 947 | | |
| -20 | % |
| Depreciation, Amortization, and Provisions | |
| 288 | | |
| 468 | | |
| 180 | | |
| 63 | % |
| Other Expenses | |
| 175 | | |
| 159 | | |
| -16 | | |
| -9 | % |
| Total Operating Expenses | |
| 10 221 | | |
| 8 438 | | |
| -1 783 | | |
| -17 | % |
| Operating Income | |
| -9 597 | | |
| -8 425 | | |
| 1 172 | | |
| -12 | % |
| Financial Expenses | |
| 1 493 | | |
| 644 | | |
| -849 | | |
| -57 | % |
| Financial Income | |
| 572 | | |
| 293 | | |
| -280 | | |
| -49 | % |
| Financial Income | |
| -921 | | |
| -352 | | |
| 569 | | |
| -62 | % |
| Extraordinary Expenses | |
| 19 | | |
| 0 | | |
| -19 | | |
| -100 | % |
| Extraordinary Income | |
| 62 | | |
| 0 | | |
| -62 | | |
| -100 | % |
| Extraordinary Income | |
| 43 | | |
| 0 | | |
| -43 | | |
| -100 | % |
| Income Taxes | |
| -1 089 | | |
| -572 | | |
| 517 | | |
| -47 | % |
| Net Income (Loss) | |
| -9 386 | | |
| -8 205 | | |
| 1 181 | | |
| -13 | % |
The net loss amounted
to €8.2 million for fiscal year 2025, compared with €9.4 million in 2024, representing an improvement of €1.2 million
(-13%). This trend reflects continued efforts to control operating expenses. This led to a 12% improvement in operating income. Financial
income improved by 62%, driven by lower financial expenses. The decrease in the research tax credit reflects the slowdown in research
and development activities. The net loss decreased by 13%, confirming the effectiveness of the measures implemented.
Cash Position
Cash and cash equivalents
totaled 187 thousand euros as of December 31, 2025, compared with 72 thousand euros as of December 31, 2024. As of the date
of these financial statements, and based on the refinancing transactions that took place during the first half of 2026, current plans
and assumptions approved by the Board of Directors on July 24, 2026, as well as the availability of the Hexagon bond facility, the
Company estimates that it can finance its operations through September 30, 2026, subject, in particular, to the resumption of trading
and the effective drawdown of the Hexagon bond facility following resumption.
Cash and cash equivalents
are insufficient to finance the Company’s operations over the next 12 months. There is therefore significant uncertainty regarding
the Company’s ability to continue as a going concern.
* * *
About Biophytis
Biophytis SA is
a clinical-stage biotechnology company focused on developing drug candidates for age-related diseases. BIO101 (20-hydroxyecdysone), our
lead drug candidate, is a small molecule in development for muscular diseases (sarcopenia, Phase 3 ready to start) and metabolic disorders
(obesity, Phase 2 ready to start). The company is headquartered in Paris, France, with subsidiaries in Cambridge, Massachusetts, USA,
and Brazil. The Company’s ordinary shares are listed on Euronext Growth Paris (ALBPS - FR001400OLP5) and its ADS (American Depositary
Shares) are listed on the OTC market (BPTSY - US 09076G401). For more information, visit www.biophytis.com.
Biophytis Contact
Investor relations
investors@biophytis.com
Media relations
Antoine Denry: antoine.denry@taddeo.fr
– +33 6 18 07 83 27
Nizar Berrada: nizar.berrada@taddeo.fr
– +33 6 38 31 90 50