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: February 27, 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 February 27, 2026, Biophytis S.A. issued a press release announcing
several changes to the bond financing announced on 5 August 2025, in agreement with Hexagon Capital Fund. 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 February 27, 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: February 27, 2026 |
By: |
/s/ Stanislas Veillet |
| |
|
Name: Stanislas Veillet |
| |
|
Title: Chairman and Chief Executive Officer |
Exhibit 99.1

Biophytis increases to €2
million the ceiling of its bond facility with Hexagon Capital Fund
Paris (France) and Cambridge (Massachusetts,
USA), February 27, 2026 – Biophytis SA (Euronext Growth Paris: ALBPS), (“the Company”), a pioneering company
in the development of transformative therapies impacting longevity, announces several amendments to its bond financing initially announced
on August 5, 2025, in mutual agreement with Hexagon Capital Fund.
The
maximum nominal financing amount is increased from €1,000,000 to €2,000,000, and the subscription period for the bonds is extended
from July 31, 2026, to December 31, 2027. This additional financing capacity provides Biophytis with the necessary resources to strengthen
its financial structure and, more broadly, extend
its cash runway by four months.
As of February 26, 2026, Biophytis thus has a
drawing capacity of €1,350,000 in bonds, with the company having already used €650,000 in bonds since the agreement was put
in place. Any future drawdowns will be made at Biophytis' sole discretion, depending on its financing needs and within the authorised
limit.
Each bond issue bears interest at 12% and is redeemable
in cash on a bi-monthly basis, according to a schedule spread over a period of twenty-four (24) months from the date of issue. Furthermore,
in the event of default, the debt may be repaid in whole or in part in shares, based on a fixed price of €0.05654 per share, representing
a premium of 110% over the closing price on February 24, 2026 (see impact table below).
Stanislas Veillet, Chief Executive Officer of
Biophytis, said: “We are delighted with the increase in our financing line with Hexagon Capital Fund, which demonstrates the
confidence our financial partners have in our strategy. This transaction, carried out under favourable conditions, strengthens our financial
visibility and allows us to approach the next key stages of our clinical development in obesity and sarcopenia with confidence.”
Jean-Philippe Cridlig, Director of Hexagon Advisor,
said: "Our commitment to Biophytis reflects our renewed confidence in the company and its management team to deliver on its ambitious
clinical development programmes. Biophytis has a promising pipeline, driven by differentiated assets in indications with high unmet medical
needs such as obesity and sarcopenia. We are pleased to support the company in its development phase and remain confident in its ability
to create value for all its stakeholders."
***
impact of an event of default on the debt repayment
in shares of all bonds on a shareholder's equity position :
| |
Shareholder's
equity position (%)2 |
| Before
repayment of €1,350,000 in shares |
1.00% |
| After
repayment of €1,350,000 in 23,876,901 shares1 |
0.72% |
1 number of shares resulting from this
repayment calculated on the basis of a fixed price of €0.05654 per share;
2 based on 60,693,791 shares of capital
stock as of february 25, 2026.
***
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, and Duchenne muscular dystrophy, Phase 1-2 to be initiated),
respiratory diseases (COVID-19, Phase 2-3 completed), and metabolic disorders (obesity, Phase 2 to be initiated). 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.
About Hexagon Capital Fund
Hexagon Capital Fund is a Luxembourg-based RAIF
investment fund supervised by the CSSF, launched in 2021, which finances European SMEs and mid-cap companies through bonds and equities.
Biophytis Contacts
Investor Relations
investors@biophytis.com
Media contacts
Antoine Denry: antoine.denry@taddeo.fr
– +33 6 18 07 83 27
Nizar Berrada: nizar.berrada@taddeo.fr
– +33 6 38 31 90 50