[6-K] Nanobiotix S.A. Current Report (Foreign Issuer)
Filing Impact
Filing Sentiment
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6-K
Nanobiotix S.A. reported interim results showing Total Revenue of €24.9 million for the six months ended June 30, 2025, driven primarily by a one‑off €21.2 million cumulative catch‑up from a contract modification with Janssen that increased the constrained transaction price. The company recorded a net loss of €5.4 million for the period and held €28.8 million of cash and equivalents as of June 30, 2025. Management estimates current resources finance operations into mid‑2026 and states additional liquidity of €8–10 million will be required over the next 12 months, creating a material uncertainty about going concern. The March 17, 2025 amendment shifts almost full financial responsibility for the NANORAY‑312 Phase 3 trial to Janssen and revises certain milestone amounts, adjusting total deal value to about $2.6 billion with royalties in the low‑teens to low‑20s percentages.
Nanobiotix S.A. ha reso noti le+1 risultati intermedi, con un Fatturato totale di €24,9 milioni nel semestre terminato il 30 giugno 2025, trainato principalmente da un significativo effetto una tantum di €21,2 milioni di catch-up cumulato derivante da una modifica contrattuale con Janssen che ha aumentato il prezzo di transazione vincolato. L’azienda ha registrato una perdita netta di €5,4 milioni per il periodo e al 30 giugno 2025 disponeva di €28,8 milioni di cassa e equivalenti. La direzione stima che le risorse attuali finanzieranno le operazioni fino a metà‑2026 e segnala che saranno necessari ulteriori mezzi di liquidità nell’ordine di €8–10 milioni nei prossimi 12 mesi, creando un’incertezza sostanziale sulla continuità aziendale. La modifica del 17 marzo 2025 sposta quasi tutta la responsabilità finanziaria per lo studio di Fase 3 NANORAY‑312 a Janssen e rivede alcuni importi legati ai traguardi, adeguando il valore totale dell’accordo a circa $2,6 miliardi con royalties comprese tra le basse e le alte decine di percento.
Nanobiotix S.A. informó resultados provisorios que muestran Ingresos totales de €24,9 millones para los seis meses finalizados el 30 de junio de 2025, impulsados principalmente por un importe único de €21,2 millones de catch-up acumulado derivado de una modificación de contrato con Janssen que aumentó el precio de la transacción comprometida. La compañía registró una pérdida neta de €5,4 millones en el periodo y tenía €28,8 millones en efectivo y equivalentes al 30 de junio de 2025. La Dirección estima que los recursos actuales financian operaciones hasta mediados de 2026 y señala que se requerirá liquidez adicional de €8–10 millones durante los próximos 12 meses, generando una incertidumbre material acerca de la continuidad operativa. La enmienda del 17 de marzo de 2025 traslada casi toda la responsabilidad financiera del ensayo de Fase 3 NANORAY‑312 a Janssen y revisa ciertos hitos, ajustando el valor total del acuerdo a aproximadamente $2,6 mil millones con regalías en el rango de bajos a altos de los decimales por ciento.
Nanobiotix S.A.가 2025년 6월 30일 종료된 6개월에 대한 중간 실적을 발표했으며 총매출은 €24.9백만으로 집계되었고, 이는 주로 Janssen과의 계약 수정으로 인한 단발성 누적 개선분 €21.2백만의 효과에서 비롯되었습니다. 회사는 기간 동안 순손실 €5.4백만을 기록했고 2025년 6월 30일 기준 현금 및 현금성자산 €28.8백만을 보유하고 있습니다. 경영진은 현재 자원이 2026년 중반까지 운영을 재원한다고 추정하며, 향후 12개월 동안 추가 유동성 €8–10백만이 필요하다고 밝히고 있어 going concern에 중대한 불확실성을 제기합니다. 2025년 3월 17일 수정안은 NANORAY‑312 3상 시험에 대한 사실상 모든 재무 책임을 Janssen으로 이전하고 일부 마일스톤 금액을 조정하여 총 거래 가치를 약 $2.6십억으로 조정하며 로열티는 낮은 십대에서 높은 십대의 비율로 책정됩니다.
Nanobiotix S.A. a publié des résultats intermédiaires indiquant un chiffre d’affaires total de 24,9 M€ pour les six mois se terminant le 30 juin 2025, porté principalement par une reprise unique de 21,2 M€ due à une modification de contrat avec Janssen qui a augmenté le prix de la transaction contrainte. La société a enregistré une perte nette de 5,4 M€ pour la période et disposait de 28,8 M€ de trésorerie et équivalents au 30 juin 2025. La direction estime que les ressources actuelles financeront les opérations jusqu’à mi-2026 et indique qu’un financement supplémentaire de 8–10 M€ sera nécessaire au cours des 12 prochains mois, créant une incertitude significative quant à la continuité d’exploitation. L’amendement du 17 mars 2025 transfère quasiment l’intégralité de la responsabilité financière relative à l’essai de phase 3 NANORAY‑312 vers Janssen et réajuste certains montants de jalons, ajustant la valeur totale de l’accord à environ 2,6 milliards de dollars avec des royalties comprises entre les premiers et les seconds dizaines de pourcent.
Nanobiotix S.A. meldete Zwischenresultate mit einem Gesamtumsatz von 24,9 Mio. € für die sechs Monate bis zum 30. Juni 2025, hauptsächlich getrieben durch eine einmalige 21,2 Mio. € kumulierte Nachholung aus einer Vertragsänderung mit Janssen, die den vertraglich bindenden Transaktionspreis erhöhte. Das Unternehmen verzeichnete eine Nettoverlust von 5,4 Mio. € für den Zeitraum und hielt zum 30. Juni 2025 28,8 Mio. € an Barmitteln und Äquivalenten. Das Management schätzt, dass die gegenwärtigen Ressourcen die Geschäftstätigkeit bis in die mittleren 2026er-Jahre finanzieren, und erklärt, dass in den nächsten 12 Monaten zusätzliche Liquidität von 8–10 Mio. € benötigt wird, was eine wesentliche Unsicherheit bezüglich der Fortführung des Unternehmens schafft. Die Änderung vom 17. März 2025 verlagert nahezu die volle finanzielle Verantwortung für die NANORAY‑312‑Phase‑3‑Studie auf Janssen und ändert bestimmte Meilensteinbeträge, wodurch der Gesamtdarlehenswert auf rund 2,6 Milliarden USD angepasst wird, mit Royalitäten im unteren bis mittleren Zehnerprozentbereich.
Nanobiotix S.A. أبلغت عن نتائج مرحلية تُظهر إيرادات كلية قدرها 24.9 مليون يورو للنصف الأول المنتهى في 30 يونيو 2025، مدفوعة أساساً بعملية توحيد واحدة بقيمة 21.2 مليون يورو نتيجة تعديل عقد مع Janssen رفع السعر المقيد للصفقة. قامت الشركة بتسجيل خسارة صافية قدرها 5.4 مليون يورو للفترة، وكان لديها 28.8 مليون يورو من النقد وما يعادله كما في 30 يونيو 2025. تقدّر الإدارة أن الموارد الحالية تموّل العمليات حتى منتصف 2026 وتذكر أن سيترتب على ذلك حاجة إلى سيولة إضافية قدرها 8–10 ملايين يورو خلال الـ12 شهراً القادمة، مما يخلق شكوكًا جوهرية حول استمرار النشاط. التعديل في 17 مارس 2025 يحول تقريباً كامل المسؤولية المالية عن تجربة NANORAY‑312 من الفئة 3 إلى Janssen ويعيد صياغة بعض مبالغ المعالم، معدّلاً قيمة الصفقة الإجمالية إلى نحو 2.6 مليار دولار مع حقوق ملكية قدرها نسبة مئوية من المقاطع الدنيا إلى الوسطى.
Nanobiotix S.A. 公布了中期业绩，显示截至2025年6月30日止的六个月总体收入为€2,490万，主要受与 Janssen 的合同修改所带来的一次性累计补偿 €2,120,000 的推动，从而提升了受限交易价格。公司在此期间录得净亏损 €540万，截至2025年6月30日持有现金及等价物 €2880万。管理层估计当前资源可为运营提供资金至2026年中，并表示未来12个月内还将需要额外流动性€800–1000万，这对持续经营带来重大的不确定性。2025年3月17日的修订将几乎全部针对NANORAY‑312三期试验的财政责任转移至 Janssen，并调整若干里程碑金额，将总体交易价值调整至约$26亿美元，特许权使用费在低十几到低二十几百分比区间内。
Positive
- €21.2 million one‑off revenue recognition from the Janssen contract modification increased Total Revenue to €24.9M for H1 2025.
- Shift of NANORAY‑312 funding to Janssen under the March 17, 2025 amendment reduces Nanobiotix’s near‑term operating cash outflows related to that pivotal Phase 3 trial.
- Preserved milestone and royalty upside under the amended Janssen Agreement, with potential deal value remaining near $2.6 billion and royalties in the low‑teens to low‑20s.
Negative
- Material uncertainty on going concern: cash of €28.8M only funds operations into mid‑2026 and company estimates it needs an additional €8–10M within 12 months.
- Recurring operating losses: net losses of €5.4M for H1 2025 and historical pattern of annual losses driven by R&D spend.
- Concentrated customer exposure: significant revenue and receivables tied primarily to Janssen, increasing credit and counterparty concentration risk.
- Large long‑dated financial liability assumptions: EIB loan fair value and future outflows (undiscounted €97.8M) depend on sales forecasts and royalty estimates, creating valuation sensitivity.
Insights
TL;DR Contract amendment with Janssen boosts near‑term revenue recognition but a material going concern risk remains without €8–10M additional funding.
The Janssen amendment produced a significant one‑off revenue catch‑up of €21.2M and reduced ongoing funding obligations for NANORAY‑312, improving reported operating cash outflows and rebalancing deferred/contract liabilities. However, the company still reports recurring operating losses and forecasts cash sufficient only into mid‑2026, requiring €8–10M of incremental liquidity within 12 months. Key balance sheet and covenant implications include increased refund liabilities and reallocated transaction price across contracts; the EIB loan treatment and estimated future royalties continue to drive significant long‑dated financial liabilities and fair value sensitivity to sales forecasts.
TL;DR Strategic de‑risking of trial costs via Janssen improves near‑term liquidity profile but governance must monitor funding contingency execution.
The March 2025 amendment materially reduces Nanobiotix's near‑term clinical funding burden for the pivotal NANORAY‑312 trial and preserves substantial milestone and royalty upside under a ~$2.6B adjusted deal value. Nonetheless, management discloses material uncertainty about continuity without new financing and is pursuing non‑dilutive alternatives. Board oversight should prioritize securing committed financing, evaluating dilution tradeoffs, and stress‑testing EIB loan royalty assumptions given their large impact on measured debt and fair value estimates.
Nanobiotix S.A. ha reso noti le+1 risultati intermedi, con un Fatturato totale di €24,9 milioni nel semestre terminato il 30 giugno 2025, trainato principalmente da un significativo effetto una tantum di €21,2 milioni di catch-up cumulato derivante da una modifica contrattuale con Janssen che ha aumentato il prezzo di transazione vincolato. L’azienda ha registrato una perdita netta di €5,4 milioni per il periodo e al 30 giugno 2025 disponeva di €28,8 milioni di cassa e equivalenti. La direzione stima che le risorse attuali finanzieranno le operazioni fino a metà‑2026 e segnala che saranno necessari ulteriori mezzi di liquidità nell’ordine di €8–10 milioni nei prossimi 12 mesi, creando un’incertezza sostanziale sulla continuità aziendale. La modifica del 17 marzo 2025 sposta quasi tutta la responsabilità finanziaria per lo studio di Fase 3 NANORAY‑312 a Janssen e rivede alcuni importi legati ai traguardi, adeguando il valore totale dell’accordo a circa $2,6 miliardi con royalties comprese tra le basse e le alte decine di percento.
Nanobiotix S.A. informó resultados provisorios que muestran Ingresos totales de €24,9 millones para los seis meses finalizados el 30 de junio de 2025, impulsados principalmente por un importe único de €21,2 millones de catch-up acumulado derivado de una modificación de contrato con Janssen que aumentó el precio de la transacción comprometida. La compañía registró una pérdida neta de €5,4 millones en el periodo y tenía €28,8 millones en efectivo y equivalentes al 30 de junio de 2025. La Dirección estima que los recursos actuales financian operaciones hasta mediados de 2026 y señala que se requerirá liquidez adicional de €8–10 millones durante los próximos 12 meses, generando una incertidumbre material acerca de la continuidad operativa. La enmienda del 17 de marzo de 2025 traslada casi toda la responsabilidad financiera del ensayo de Fase 3 NANORAY‑312 a Janssen y revisa ciertos hitos, ajustando el valor total del acuerdo a aproximadamente $2,6 mil millones con regalías en el rango de bajos a altos de los decimales por ciento.
Nanobiotix S.A.가 2025년 6월 30일 종료된 6개월에 대한 중간 실적을 발표했으며 총매출은 €24.9백만으로 집계되었고, 이는 주로 Janssen과의 계약 수정으로 인한 단발성 누적 개선분 €21.2백만의 효과에서 비롯되었습니다. 회사는 기간 동안 순손실 €5.4백만을 기록했고 2025년 6월 30일 기준 현금 및 현금성자산 €28.8백만을 보유하고 있습니다. 경영진은 현재 자원이 2026년 중반까지 운영을 재원한다고 추정하며, 향후 12개월 동안 추가 유동성 €8–10백만이 필요하다고 밝히고 있어 going concern에 중대한 불확실성을 제기합니다. 2025년 3월 17일 수정안은 NANORAY‑312 3상 시험에 대한 사실상 모든 재무 책임을 Janssen으로 이전하고 일부 마일스톤 금액을 조정하여 총 거래 가치를 약 $2.6십억으로 조정하며 로열티는 낮은 십대에서 높은 십대의 비율로 책정됩니다.
Nanobiotix S.A. a publié des résultats intermédiaires indiquant un chiffre d’affaires total de 24,9 M€ pour les six mois se terminant le 30 juin 2025, porté principalement par une reprise unique de 21,2 M€ due à une modification de contrat avec Janssen qui a augmenté le prix de la transaction contrainte. La société a enregistré une perte nette de 5,4 M€ pour la période et disposait de 28,8 M€ de trésorerie et équivalents au 30 juin 2025. La direction estime que les ressources actuelles financeront les opérations jusqu’à mi-2026 et indique qu’un financement supplémentaire de 8–10 M€ sera nécessaire au cours des 12 prochains mois, créant une incertitude significative quant à la continuité d’exploitation. L’amendement du 17 mars 2025 transfère quasiment l’intégralité de la responsabilité financière relative à l’essai de phase 3 NANORAY‑312 vers Janssen et réajuste certains montants de jalons, ajustant la valeur totale de l’accord à environ 2,6 milliards de dollars avec des royalties comprises entre les premiers et les seconds dizaines de pourcent.
Nanobiotix S.A. meldete Zwischenresultate mit einem Gesamtumsatz von 24,9 Mio. € für die sechs Monate bis zum 30. Juni 2025, hauptsächlich getrieben durch eine einmalige 21,2 Mio. € kumulierte Nachholung aus einer Vertragsänderung mit Janssen, die den vertraglich bindenden Transaktionspreis erhöhte. Das Unternehmen verzeichnete eine Nettoverlust von 5,4 Mio. € für den Zeitraum und hielt zum 30. Juni 2025 28,8 Mio. € an Barmitteln und Äquivalenten. Das Management schätzt, dass die gegenwärtigen Ressourcen die Geschäftstätigkeit bis in die mittleren 2026er-Jahre finanzieren, und erklärt, dass in den nächsten 12 Monaten zusätzliche Liquidität von 8–10 Mio. € benötigt wird, was eine wesentliche Unsicherheit bezüglich der Fortführung des Unternehmens schafft. Die Änderung vom 17. März 2025 verlagert nahezu die volle finanzielle Verantwortung für die NANORAY‑312‑Phase‑3‑Studie auf Janssen und ändert bestimmte Meilensteinbeträge, wodurch der Gesamtdarlehenswert auf rund 2,6 Milliarden USD angepasst wird, mit Royalitäten im unteren bis mittleren Zehnerprozentbereich.
____________________________________________________________________________________________________________________________________________________________________________________________
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: September 30, 2025
Commission File Number: 0 01-39777
________________________
(Exact name of registrant as specified in its charter)
_________________________
Nanobiotix S.A.
(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:
☒ 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): ☐
______________________________________________________________________________________________
______________________________________________________________________________________________
This Form 6-K, including Exhibits 99.1 and 101, is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-285604) and Form S-8 (File Nos. 333-253062, 333-257239, 333-272947 and 333-287272).
Our Half-Year Report, filed as Exhibit 99.1 hereto, includes references to the Company’s website at http://www.nanobiotix.com. Such reference to the Company’s website is an inactive textual reference only, and the information contained in, or that can be accessed through, the Company’s website, including the Company’s universal registration document filed with the French Financial Markets Authority (Autorité des Marchés Financiers – the AMF), is not filed as a part of this Form 6-K.
EXHIBIT INDEX
| Exhibit | Description | ||||
99.1 | Half-Year Financial Report From January 1, 2025 to June 30, 2025 | ||||
| 101 | The following materials from Exhibit 99.1 (Nanobiotix S.A.’s Half-Year Financial Report From January 1, 2025 to June 30, 2025) filed on this on Form 6-K formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited interim condensed statements of consolidated financial position, (ii) the unaudited interim condensed statements of consolidated operations, (iii) the unaudited interim condensed statements of consolidated comprehensive loss, (iv) the unaudited interim condensed statements of consolidated changes in shareholders’ equity, (v) the unaudited interim condensed statements of consolidated cash flows, and (vi) the notes to the unaudited interim condensed financial consolidated statements. | ||||
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.
| NANOBIOTIX S.A. | ||||||||
| /s/ LAURENT LEVY | ||||||||
| By: | Laurent Levy, Ph.D. | |||||||
| Title: | Chairman of the Executive Board | |||||||
Date: September 30, 2025
EXHIBIT 99.1
NANOBIOTIX
HALF-YEAR FINANCIAL REPORT
From January 1, 2025 to June 30, 2025
September 30, 2025
EXHIBIT 99.1
TABLE OF CONTENTS
| Page | ||||||||
I. | Interim activity report | 3 | ||||||
Company information | 3 | |||||||
Significant events during the six-month period ended June 30, 2025 | 3 | |||||||
Company activity over the six-month ended June 30, 2025 | 5 | |||||||
Future prospects | 6 | |||||||
Main risks and uncertainties for the remaining six months | 7 | |||||||
Key transactions with related parties | 7 | |||||||
Liquidity and capital resources | 8 | |||||||
| II. | Unaudited interim condensed consolidated financial statements | F-10 | ||||||
Unaudited interim condensed statements of consolidated financial position | F-1 | |||||||
Unaudited interim condensed statements of consolidated operations | F-2 | |||||||
Unaudited interim condensed statements of consolidated comprehensive loss | F-3 | |||||||
Unaudited interim condensed statements of consolidated changes in shareholders' equity | F-4 | |||||||
Unaudited interim condensed statements of consolidated cash flows | F-5 | |||||||
Notes to the unaudited interim condensed consolidated financial statements | F-6 | |||||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This interim and semi-annual report (the “Report”) contains “forward-looking statements” within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995. All statements other than present and historical facts and conditions contained in this Report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this Report, the words “consider,” “anticipate,” “think,“, “aim“, “believe,” “can,” “could,” “ambition,“ “estimate,” “expect,” “intend,” “is designed to,” ”wish,” “may,” ”is designated to,”,“might,”“on track,” “plan,” “potential,” “predict,” “objective,” “should,” “scheduled,” “would” or “will,” or the negative of these and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those described in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC) on April 02, 2025 under “Item 3.D. Risk Factors” (copy of which are available on www.nanobiotix.com). These risks and uncertainties include factors relating to:
•our reliance on Janssen to conduct the JNJ-1900 (product formerly coded NBTXR3) development and commercialization activities worldwide in accordance with the Janssen Agreement and the Asia Licensing Agreement;
•our ability to successfully develop JNJ-1900 (NBTXR3), including by expanding JNJ-1900 (NBTXR3) pipeline, through the license agreement with Janssen Pharmaceutica NV (“Janssen”), dated July 7 2023 (the “License Agreement”), and to commercialize JNJ-1900 (NBTXR3) through such License Agreement;
•the expected timeline of our clinical trial completion, including our ability, and the ability of our development partners, to successfully conduct, supervise and monitor clinical trials for our product candidates and to complete clinical trial NANORAY-312 within the expected timeline considering a number of factors, including the rate of patient enrollment and the potential delays related to the transfer of the sponsorship of this clinical trial NANORAY-312 from Nanobiotix to Janssen;
•the completion of applicable pre-marketing regulatory requirements and/or our ability to maintain regulatory approvals and certifications for our products and product candidates in the United States, the European Union (the “EU”), and other countries, and the rate and degree of market acceptance of our product candidates, including JNJ-1900 (NBTXR3) through Janssen according to the License Agreement;
•the initiation, timing, progress and results of our preclinical studies and clinical trials, including those trials to be conducted under our collaborations with the MD Anderson Cancer Center of the University of Texas (“MD Anderson”) and under the License Agreement;
•our ability to obtain raw materials, to maintain and operate our facilities to manufacture our product candidates;
•our ability to implement our strategic plan, beyond JNJ-1900 (NBTXR3) product, for our platform(s), product candidates and technology; including to expand into additional innovative therapies, including through our Curadigm Nanoprimer platform, and to advance such technologies directly or through collaboration agreements;
•our ability to effectively execute under our collaboration agreements, including the License Agreement, and to effectively resolve disputes, if any;
•our ability to obtain funding for our operations;
•our ability to attract and retain key management and other qualified personnel;
•our global operations and exposure to global markets;
•our ability to protect and maintain our intellectual property rights, manufacturing know-how and proprietary technologies and our ability to operate our business without infringing upon the intellectual property rights and proprietary technologies of third parties;
•our ability to effectively deploy our capital resources;
•future revenue, expenses, capital expenditures, capital requirements and performance of our publicly traded equity securities;
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•our ability to compete with institutions with greater financial resources and expertise in research and development, preclinical testing, clinical trials, manufacturing and marketing;
•our status as a foreign private issuer and the reduced disclosure requirements associated with maintaining this status.
In addition, statements that “we believe” or “the Company believes” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
As a result of these factors, the Company cannot assure that the forward-looking statements in this Report will prove to be accurate. Furthermore, if the forward-looking statements of the Company prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements these statements should not be regarded or considered as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame or at all. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This Report should be read with the understanding that the Company’s actual future results may be materially different from what is expected. The Company qualifies all of the forward-looking statements by these cautionary statements.
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INTERIM ACTIVITY REPORT
1. COMPANY INFORMATION
Nanobiotix, a société anonyme registered with the Paris registry of trade and companies under number 447 521 600 and having its registered office at 60 rue de Wattignies, 75012, Paris (“Nanobiotix” or the “Company” and, with its subsidiaries, the “Group”), is a late-stage clinical biotechnology company pioneering disruptive, nanophysics-based therapeutic approaches to the treatment of cancer and other major diseases with the express intent of favorably impacting the lives of millions of patients.
Incorporated in 2003, Nanobiotix is headquartered in Paris, France. The Company also has subsidiaries in Cambridge, Massachusetts (United States), Spain, and Germany. The Group has been listed on Euronext: Paris under the ticker symbol “NANO” since 2012 (ISIN: FR0011341205, Bloomberg Code: NANO:FP) and on the Nasdaq Global Select Market in the United States under the ticker symbol “NBTX” since December 2020.
The Group is the owner of more than 25 patent families associated with three nanotechnology platforms: 1) radioenhancer platform, from which JNJ-1900 (NBTXR3) is the first product candidate, designed to physically destroy tumor cells locally and prime immune response systemically; 2) Curadigm nanoprimer platform designed to redefine the design and application of therapeutic classes challenged by liver clearance; and 3) OOcuity neurological disease program.
The Company’s efforts are concentrated on advancing JNJ-1900 (NBTXR3).
2. SIGNIFICANT EVENTS DURING THE SIX-MONTH PERIOD ENDED JUNE 30, 2025
The clinical development during the first half of 2025 continued to focus on building a therapeutic foundation for JNJ-1900 (NBTXR3) in head and neck squamous cell carcinoma (HNSCC) and non-small cell lung cancer (NSCLC) as areas of strategic priority. In both indications, radiotherapy remains a cornerstone of care, offering a rational setting for the integration of a locally administered radioenhancer such as JNJ-1900 (NBTXR3). In head and neck cancer, the focus was on the ongoing Phase 3 NANORAY-312 trial with the transfer of trial sponsorship to our licensee Janssen Pharmaceutica NV, a Johnson & Johnson Company (“J&J”), moving toward completion. In parallel, Nanobiotix strengthened its financial position through an amendment to the License Agreement with J&J, providing additional support for the advancement of the ongoing Phase 3 NANORAY-312 trial.
Expansion into additional tumor types where radiation alone or in combination with immunotherapy is part of the standard of care is also ongoing and has yielded evidence of anti-tumor activity while confirming the safety profile of JNJ-1900 (NBTXR3), such as in re-irradiation for NSCLC and in patients with locally advanced or borderline resectable pancreatic cancer, as reported in the first half of 2025.
Lung Cancer (NSCLC): First Randomized Trial in Lung
Through our collaboration with J&J, NSCLC has become another key area of development together with HNSCC. In the first quarter of 2025, J&J dosed the first patient in CONVERGE, a randomized global Phase 2 trial evaluating JNJ-1900 (NBTXR3) activated by radiotherapy for patients with Stage III unresectable NSCLC patients receiving standard of care chemoradiation followed by consolidation durvalumab. This trial is the first randomized study of JNJ-1900 (NBTXR3) in lung cancer and, if positive per protocol, may represent a significant milestone in the expansion of the development pipeline under the Nanobiotix-J&J License Agreement.
Lung Cancer (NSCLC): First Phase 1 Results
Additionally, results from the completed dose escalation part of an investigator-sponsored Phase 1 trial (Study 2020-0123) conducted by The University of Texas MD Anderson Cancer Center were presented at the 2025 European Lung Cancer Conference (ELCC). This study evaluates JNJ-1900 (NBTXR3) in patients with locoregional recurrent, previously irradiated, inoperable NSCLC, thus exploring the opportunity to use JNJ-1900 (NBTXR3) in a re-irradiation setting. Twelve patients were evaluated for safety, feasibility and preliminary review of survival data:
•No JNJ-1900 (NBTXR3)-related dose-limiting toxicities and no Grade 3 or higher SAEs related to JNJ-1900 (NBTXR3) were reported
•Promising early efficacy signals were observed: a preliminary review of survival data showed 12-month LPFS of 64% (median 18.6 months) and 12-month OS of 83% (median 30.2 months)
These results support the feasibility and therapeutic potential of using JNJ-1900 (NBTXR3) in a re-irradiation setting, which represents a patient population with few effective treatment options. The expansion part is ongoing.
Pancreatic Cancer: Full Phase 1 Data and Study Expansion
In May 2025, Nanobiotix announced full data from its Phase 1 trial evaluating JNJ-1900 (NBTXR3) in patients with locally advanced or borderline resectable pancreatic cancer, a population with high unmet need. The study demonstrated in 22 patients:
F-3
•Median overall survival of 23.0 months vs 19.2 months from historical control1;
•Median local progression-free survival of 13.3 months ;
•CA19-9 normalization in 59% of patients ;
•Two patients with locally advanced pancreatic cancer (LAPC) achieved R0 surgical resection.
These results suggest that radiotherapy-activated JNJ-1900 (NBTXR3), after induction chemotherapy, may enhance local tumor control and improve the likelihood of successful resection. An expansion cohort combining JNJ-1900 (NBTXR3) with standard chemoradiation, after induction chemotherapy, was initiated in the first half of 2025.
Amendment of the License Agreement with J&J
In March 2025, Nanobiotix and J&J executed an amendment to the License Agreement which is transferring almost full financial responsibility for NANORAY-312, the ongoing global Phase 3 study evaluating JNJ-1900 (NBTXR3) for locally advanced head and neck cancer from Nanobiotix to J&J, less a small portion of costs that will remain covered by Nanobiotix. Nanobiotix continues to support the execution of NANORAY-312 during and after the sponsorship transition. Selected and limited future milestone obligations previously owed by J&J to Nanobiotix were reduced in consideration of this amendment.
1 An MD Anderson historical review of 144 patients with locally advanced pancreatic cancer (LAPC) treated at the same center showed a mOS of 19.2 months. Patients in the historical review received induction chemotherapy followed by RT with or without concurrent or maintenance chemotherapy (80% received RT with concurrent chemotherapy)
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3. COMPANY ACTIVITY OVER THE SIX MONTHS ENDED 2025
3.1. Revenue and other income
Revenue and other income for the six month period ended June 30, 2025 was €26.6 million, compared to €9.3 million for the six months ended June 30, 2024, mainly driven by the revenue recognized in connection with the contract modification of Janssen Agreement.
As of June 30, 2025, the Total Revenue reached €24.9 million, composed of:
•the line ‘Services’ includes (i) a one-off positive revenue of €21.2 million directly attributable to the contract modification impact occurred during the first half of 2025, that counterbalances the negative revenue impact recognized in fiscal year 2024 : the amendments signed during the last quarter of 2024 had significantly reduced the transaction price of the license agreement as the R&D service performance obligation was replaced with a funding obligation for the Company towards Janssen, while the amendment letter executed in March 2025 did not impact the scope of the Company's performance obligations but increased the remaining transaction price of the global license agreement, (ii) and other ‘Services’ revenue linked to technology transfer and technical assistance recharge to Janssen for €0.4 million.
•€3.4 million of ‘Other Sales’ related to products clinical supplies to Janssen for the six-month period ended June 30, 2025.
For the six month period ended June 30, 2024, the €6.2 million Total Revenue mainly includes (i) ‘Services’ revenue linked to the assignment of the license to Janssen and the rendered R&D services in proportion of the completion of the ongoing studies, totaling €2.7 million; (ii) ‘Services’ revenue linked to technology transfer and technical assistance recharge for €1.1 million; (iii) and €2.4 million of ‘Other Sales’ related to products clinical supplies to Janssen.
Total other income amounts to €1.7 million for the period ended June 30, 2025 as compared to €3.1 million for the period ended June 30, 2024, the €1.4 million decrease mainly relating to (i) the research tax credit for €1.6 million, compared to €2.3 million for the period ended June 30, 2024, mainly due to the exclusion of a major vendor from the CIR scope and (ii) the services recharge in connection with the global trial collaboration agreement (or “GTCA”) totalling €26 thousand as compared to €0.5 million in the prior-year period.
For further details, see Note 16 - Revenues and other income to the unaudited interim condensed consolidated financial statements included in this report.
The components of our revenue and other income of the Company are set forth in the table below:
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Services | 21,522 | 3,787 | |||||||||
| Other sales | 3,406 | 2,376 | |||||||||
| Total revenue | 24,928 | 6,163 | |||||||||
| Research tax credit | 1,616 | 2,334 | |||||||||
| Subsidies | 67 | 36 | |||||||||
| Other | 26 | 756 | |||||||||
| Total other income | 1,710 | 3,126 | |||||||||
| Total revenue and other income | 26,638 | 9,289 | |||||||||
3.2 Operating Expenses
The operating expenses for the first half of 2025 totaled €25.8 million compared to €32.9 million in the first half of 2024. The relative weight of R&D and SG&A expenses as percentage of total operating expenses changed from 67% and 33%, respectively, in the first half of 2024 to 56% and 44% in the first half of 2025.
During the first half of 2025, the €7.5 million decrease of R&D expenses is mainly due to a decrease of €7.7 million of our purchases, sub-contracting and other expenses reflecting the transfer of sponsorship of the 312 study to Janssen, including the amendment of the Janssen Agreement signed in March 2025, resulting in the removal of funding obligations on the 312 study, partially offset by the increase of €0.2 million in R&D Payroll costs.
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Overall, SG&A expenses slightly increased by €0.5 million, up to €11.3 million for the first half of 2025,compared to €10.8 million for the first half of 2024. This is due to SG&A payroll costs increase by €0.7 million related to social charges related on stock options granting occurred in June 2025 (vs July in 2024), which is partially offset by €0.4 million decrease related to litigation provision settlement.
| For the six-month period ended | For the six-month period ended | ||||||||||||||||
| (in thousands of euros) | June 30, 2025 | Relative weight | June 30, 2024 | Relative weight | |||||||||||||
R&D expenses | 14,529 | 56 | % | 21,987 | 67 | % | |||||||||||
SG&A expenses | 11,294 | 44 | % | 10,819 | 33 | % | |||||||||||
Other operating income and expenses | 7 | — | % | 134 | — | % | |||||||||||
| Total operating expenses | 25,829 | 100 | % | 32,940 | 100 | % | |||||||||||
3.3 Net Results
The operating result is an income of €0.8 million for the six-month period ended June 30, 2025 compared to a loss of €23.7 million for the same period in 2024. Operating result comprises revenue and other income and operating expenses. (See section II Note 16 - Revenue and other income and Note 17 - Operating Expenses to the unaudited interim condensed consolidated financial statements included in this report).
The financial result is a loss of €6.2 million for the six-month period ended June 30, 2025 compared to an income of €1.9 million for the same period in 2024. (See Section II Note 19 - Net financial income (loss) to the unaudited interim condensed consolidated financial statements included in this report).
The net loss for the six-month period ended June 30, 2025 amounts to €5.4 million compared to a net loss of €21.9 million for the same period in 2024.
4. FUTURE PROSPECTS
Nanobiotix is developing three nanoparticle-based therapy platforms. The first therapeutic candidate from the first platform, potential first-in-class radioenhancer JNJ-1900 (NBTXR3), is being developed and potentially commercialized in collaboration with global licensee J&J. Nanobiotix plans to leverage the sustainable revenue it expects to come from the development and, to the extent JNJ-1900 (NBTXR3) hits certain development and regulatory milestones, the commercialization of JNJ-1900 (NBTXR3) to further advance development of Curadigm and OOcuity.
The global licensing agreement between Nanobiotix and J&J established a framework for potential, complementary co-development of relevant indications in the near, medium, and long term. This framework includes the potential for Nanobiotix to lead new randomized Phase 2 JNJ-1900 (NBTXR3) studies, subject to a prior approval of J&J. The joint strategic committee (inter-clinical development body) will ultimately determine the next indications beyond the immediate operational priorities in locally-advanced head and neck squamous cell carcinoma (LA-HNSCC) and stage 3 NSCLC.
Nanobiotix Beyond the JNJ-1900 (NBTXR3) Collaboration
As the JNJ-1900 (NBTXR3) program moves toward the ultimate goal of significantly improving outcomes for patients with cancer around the world through the execution of NANORAY-312 sponsored by J&J from January 1, 2025, Nanobiotix plans to expand the impact of nanoparticle-based therapies in healthcare through continued development of Curadigm and OOcuity.
The Curadigm “Nanoprimer” platform features nanoparticles designed with specific physico-chemical properties that allow temporary occupation of the liver cells responsible for therapeutic clearance. This mechanism is intended to increase the blood bioavailability and subsequent accumulation of therapeutics in the targeted tissues, potentially providing the opportunity to increase the efficacy or decrease the toxicity of intravenously-administered medicines.
The OOcuity platform is based on the principle that nanoparticle materials can interact with and influence neuronal networks through their electrical properties, potentially enabling the modulation of malfunctioning neuronal networks toward a “normal” state, for example, by reducing the neuronal hyperexcitability associated with neuropathic pain.
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5. MAIN RISKS AND UNCERTAINTIES FOR THE REMAINING SIX MONTHS
The Company estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from internal research, and are based on assumptions made by management, which management believes to be reasonable, based on such data and its knowledge of such industry and market. In addition, while management believes the market opportunity information included in this semi-annual report is generally reliable and is based on reasonable assumptions, such data and Company’s activities involve risks and uncertainties that the Company may face in the remaining six months of the financial year.
These main risks and uncertainties for the remaining six months are identical to those presented in the Company’s Annual Report on Form 20-F under “Item 3.D Risk Factors”, as amended, for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on April 02, 2025 (copy available on the Company’s website (www.nanobiotix.com)).
6. TRANSACTIONS WITH RELATED PARTIES
Compensation of executive and supervisory board members has been implemented within this first half of 2025 according to applicable corporate governance law (See Section II Note 23 - Related Parties to the unaudited interim condensed consolidated financial statements included in this report) with no significant change compared to the terms during the financial year ended December 31, 2024. Such related-party transactions entered into during the financial year ended December 31, 2024 are mentioned in Note 23 to the consolidated financial statements for the financial year ended December 31, 2024 and Note 23 - Related parties to the unaudited interim condensed consolidated financial statements included in this report.
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7. LIQUIDITY AND CAPITAL RESOURCES
7.1 Introduction
During the six-month period ended June 30, 2025, our operations have focused on our organization needs, manufacturing, financing and compliance costs, business development and maintaining our intellectual property portfolio and conducting preclinical studies and clinical trials.
Since our inception, we have consistently generated negative operating cash flows and we have financed our operations and growth primarily through successive capital increases, debt issuances, collaboration and license agreements and payment of research tax credit (CIR) receivables.
Nanobiotix’ ordinary shares have been traded on the Euronext Growth market of Euronext in Paris since September 10, 2012, and ADSs have traded on the Nasdaq Global Market in New York since December 20, 2020.
For more information about these financing agreements, please see Section II Note 13 - Financial Liabilities to the unaudited interim condensed consolidated financial statements included in this report.
7.2 Historical Changes in Cash Flows
The table below summarizes the cash inflows and outflows of the Company for the six months ended June 30, 2025 and 2024:
| For the six-month period ended | |||||||||||||||||
| June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Net cash flows from (used in) operating activities | (17,411) | (5,836) | |||||||||||||||
| Net cash flows from (used in) investing activities | (162) | (500) | |||||||||||||||
| Net cash flows from (used in) financing activities | (2,830) | (2,655) | |||||||||||||||
| Effect of exchange rates changes on cash | (515) | 43 | |||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (20,919) | (8,948) | |||||||||||||||
Cash Flows from / used in operating activities
Our net cash flows used in operating activities were €17.4 million and €5.8 million for the six-month period ended June 30, 2025 and 2024, respectively. The unfavorable change in cash flows used in operating activities of -€11.6 million is mainly driven by:
–a -€15.2 million net unfavorable impact resulting from lower cash inflows received from Janssen during the first half of 2025 as compared to the same period in 2024. Indeed, in the first half of 2024, the Group received the first Janssen milestone payment of €18,6 million, which results in a negative -€18.6 million effect, which is partially offset by higher cash collection from other revenues from Janssen for +3.4M€ between first half of 2025 and first half of 2024.
–partially offset by a +€3.6 million net favorable impact resulting from lower operating cash outflows during the first half of 2025 as compared to the same period in 2024, mainly related to the transfer of sponsorship of the 312 study to Janssen and to the removal of funding obligations of the study costs (see Note 17.1 - R&D operating expenses to the unaudited interim condensed consolidated financial statements included in this report)
Cash Flows from / used in investing activities
Our net cash flows used in investing activities for the six months ended June 2025 were €0.2 million mainly relating to acquisition of property, plant and equipment. (See Note 6 - Property, plant and equipment to the unaudited interim condensed consolidated financial statements included in this report).
For the six months ended June 30, 2024, net cash flows used in investing activities amounted to €0.5 million also relating to acquisition of property, plant and equipment.
Cash Flows from / used in financing activities
Our net cash flows used in financing activities were €2.8 million for the six months ended June 30, 2025 as compared with €2.7 million for the six months ended June 30, 2024.
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Net cash flows used in financing activities for the six months ended June 30, 2025 were primarily attributable to loans reimbursement including interest for respectively €1.3 million to PGE, €0.2 million to EIB, €0.7 million to BPI and to payments related to lease liabilities €0.6 million.
Net cash flows used in financing activities for the six months ended June 30, 2024 were primarily attributable to loan reimbursement including interest for respectively €1.3 million to PGE, €0.5 million to EIB and €0.3 million to BPI and to payments related to lease liabilities €0.5 million.
7.3 Repayable advances, loans and lease liabilities
Repayable advances, loans and lease liabilities of the Company are displayed in Section II Note 13 - Financial liabilities to the unaudited interim condensed consolidated financial statements included in this report.
7.4 Operating Capital Requirements
Since our inception, we have recorded operating losses every year, due primarily to research and development expenses incurred in connection with our efforts to advance the Company’s development program for JNJ-1900 (NBTXR3). Our net losses were €5.4 million and €21.9 million for the six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025, we had €28.8 million of available cash and cash equivalents, consisting of cash and short-term bank deposits that are liquid and easily convertible within 3 months without penalty or risk of change in value (see Note 9. – Cash and cash equivalents to the unaudited interim condensed consolidated financial statements included in this report).
As of the date of authorization of the issuance of these unaudited interim condensed consolidated financial statements, the Company estimates, given its current cost structure and its projected expenditure commitments, that it should have sufficient funds to finance its activities into mid-2026. Accordingly, the Company’s current cash and cash equivalents will not be sufficient to cover its operating needs for at least the next 12 months following the date of issuance of these financial statements.
Based on its current business plan, the Company estimates that to meet its obligations over the next 12 months, it will require additional liquidity in the range of €8 to €10 million. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
This estimate is based on the Company’s current business plan and excludes (i) other expenses resulting from any potential in-licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue, (ii) any potential milestone payments that may be received or paid by the Company or potential additional financing. Besides, the Company may have based this estimate on incorrect assumptions and may have to use its resources sooner than anticipated.
To finance its activity, the Company needs to raise additional funds and is in active discussions regarding non-dilutive financing intended to meaningfully extend its cash runway beyond the 12 months.
In addition, further to the current discussions, the Company may seek to raise additional funds to achieve its development goals for its research and development programs through:
•other potential public or private securities offerings;
•potential strategic transactions such as business development partnerships; and
•R&D project subsidies.
The Company cannot guarantee that it will be able to obtain the necessary financing, through any of the foregoing measures or otherwise, to meet its needs or to obtain funds at acceptable terms and conditions, on a timely basis, or at all, especially taking into account the generally challenging environment for financing of biotech companies. If the Company is unable to obtain funding on a timely basis, it may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any approved product or be unable to expand its operations or otherwise capitalize on its business opportunities, as desired, which would impair the Company’s prospects and business operations.
Our present and future funding requirements will depend on many factors, including, among other things:
•the number, size, progress, timing and completion of our clinical trials;
•the monitoring of capital allocation and incurred costs, including employee related staff costs;
•the number of potential new product candidates we identify and decide to develop, including through the development of our Curadigm and OOcuity platforms;
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•the costs involved in filing patent applications and maintaining and enforcing patents or defending against claims or infringements raised by third parties;
•the time and costs involved in obtaining regulatory approval for our product candidates and any delays we may encounter as a result of evolving regulatory requirements or adverse results with respect to any of these product candidates;
•selling and marketing activities undertaken in connection with the potential commercialization of future product candidates and costs involved in the creation of an effective sales and marketing organization; and
•the amount of revenue, if any, we may derive either directly or in the form of milestones or royalty payments from our existing or future partnership or collaboration agreements.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED FINANCIAL POSITION | F-1 | |||||||
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS | F-2 | |||||||
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE LOSS | F-3 | |||||||
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED CHANGES IN SHAREHOLDERS’ EQUITY | F-4 | |||||||
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS | F-5 | |||||||
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 | |||||||
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INTERIM CONDENSED STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
(Amounts in thousands of euros)
| As of | |||||||||||||||||
| Notes | June 30, 2025 | December 31, 2024 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Non-current assets | |||||||||||||||||
| Intangible assets | 5 | ||||||||||||||||
| Property, plant and equipment | 6 | ||||||||||||||||
| Non-current financial assets | 7 | ||||||||||||||||
| Total non-current assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Trade receivables | 8.1 | ||||||||||||||||
| Other current assets | 8.2 | ||||||||||||||||
| Cash and cash equivalents | 9 | ||||||||||||||||
| Total current assets | |||||||||||||||||
| TOTAL ASSETS | |||||||||||||||||
| As of | |||||||||||||||||
| Notes | June 30, 2025 | December 31, 2024 | |||||||||||||||
| LIABILITIES AND SHAREHOLDER’S EQUITY | |||||||||||||||||
| Shareholders’ equity | |||||||||||||||||
| Share capital | 10.1 | ||||||||||||||||
| Premiums related to share capital | 10.1 | ||||||||||||||||
| Accumulated other comprehensive income | |||||||||||||||||
| Treasury shares | ( | ( | |||||||||||||||
Reserve | ( | ( | |||||||||||||||
| Net loss for the period | ( | ( | |||||||||||||||
| Total shareholders’ equity | ( | ( | |||||||||||||||
| Non-current liabilities | |||||||||||||||||
| Non-current provisions | 11 | ||||||||||||||||
| Non-current financial liabilities | 13 | ||||||||||||||||
Non-current refund liabilities | 14.4 | ||||||||||||||||
| Total non-current liabilities | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Current provisions | 12 | ||||||||||||||||
| Current financial liabilities | 13 | ||||||||||||||||
| Trade payables and other payables | 14.1 | ||||||||||||||||
| Other current liabilities | 14.2 | ||||||||||||||||
Deferred income | 14.3 | ||||||||||||||||
| Current contract liabilities | 14.3 | ||||||||||||||||
| Current refund liabilities | 14.4 | ||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Total Liabilities | |||||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
F-1
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Amounts in thousands of euros, except per share numbers)
| For the six-month period ended | |||||||||||||||||
| Notes | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Revenues and other income | |||||||||||||||||
| Revenues | 16 | ||||||||||||||||
| Other income | 16 | ||||||||||||||||
| Total revenues and other income | |||||||||||||||||
| Research and development expenses | 17.1 | ( | ( | ||||||||||||||
| Selling, general and administrative expenses | 17.2 | ( | ( | ||||||||||||||
| Other operating incomes and expenses | 17.5 | ( | ( | ||||||||||||||
| Total operating expenses | ( | ( | |||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||
| Financial income | 19 | ||||||||||||||||
| Financial expenses | 19 | ( | ( | ||||||||||||||
| Financial income (loss) | ( | ||||||||||||||||
| Income tax | ( | ( | |||||||||||||||
| Net loss for the period | ( | ( | |||||||||||||||
| Basic loss per share (euros/share) | 21 | ( | ( | ||||||||||||||
| Diluted loss per share (euros/share) | 21 | ( | ( | ||||||||||||||
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
F-2
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE LOSS
(Amounts in thousands of euros)
| For the six-month period ended | |||||||||||||||||
| Notes | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Net loss for the period | ( | ( | |||||||||||||||
| Actuarial gains and losses on retirement benefit obligations (IAS 19) | |||||||||||||||||
| Tax impact | |||||||||||||||||
| Other comprehensive loss that will not be reclassified subsequently to income or loss | |||||||||||||||||
| Currency translation adjustment | ( | ( | |||||||||||||||
| Tax impact | |||||||||||||||||
| Other comprehensive loss that may be reclassified subsequently to loss | ( | ( | |||||||||||||||
| Total comprehensive loss | ( | ( | |||||||||||||||
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
F-3
INTERIM CONDENSED STATEMENT OF CONSOLIDATED CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in thousands of euros, except number of shares)
| Share capital Ordinary shares | |||||||||||||||||||||||||||||
| Notes | Number of shares | Amount | Premiums related to share capital | Accumulated other comprehensive income (loss) | Treasury shares | Reserve | Net loss for the period | Total shareholders’ equity | |||||||||||||||||||||
| As of December 31, 2024 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
| Currency translation adjustments | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||
| Actuarial gains and losses (IAS 19) | 11 | — | — | — | — | — | — | — | |||||||||||||||||||||
| Total comprehensive loss | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||
| Allocation of prior period loss | 10.1 | — | — | — | — | — | ( | ||||||||||||||||||||||
| Capital increase | 10.1 | — | — | — | ( | — | |||||||||||||||||||||||
| Subscription of warrants | 10.2 | — | — | — | — | — | — | — | |||||||||||||||||||||
| Share based payment | 18 | — | — | — | — | — | — | ||||||||||||||||||||||
| As of June 30, 2025 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Share capital Ordinary shares | |||||||||||||||||||||||||||||
| Notes | Number of shares | Amount | Premiums related to share capital | Accumulated other comprehensive income (loss) | Treasury shares | Reserve | Net loss for the period | Total shareholders’ equity | |||||||||||||||||||||
| As of December 31, 2023 | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||
| Currency translation adjustments | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||
| Actuarial gains and losses (IAS 19) | 11 | — | — | — | — | — | — | — | |||||||||||||||||||||
| Total comprehensive loss | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||
| Allocation of prior period loss | — | — | — | — | — | ( | |||||||||||||||||||||||
| Capital increase | 10.1 | — | — | — | ( | — | |||||||||||||||||||||||
| Subscription of warrants | 10.2 | — | — | — | — | — | |||||||||||||||||||||||
| Share based payment | 18 | — | — | — | — | — | — | ||||||||||||||||||||||
| As of June 30, 2024 | ( | ( | ( | ( | |||||||||||||||||||||||||
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
F-4
INTERIM CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Amounts in thousands of euros)
| For the six-month period ended | |||||||||||||||||
| Notes | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Cash flows used in operating activities | |||||||||||||||||
| Net loss for the period | ( | ( | |||||||||||||||
| Elimination of other non-cash, non-operating income and expenses | |||||||||||||||||
| Depreciation and amortization | 17.4 | ||||||||||||||||
| Provisions | 12 | ( | ( | ||||||||||||||
| Expenses related to share-based payments | 18 | ||||||||||||||||
| Cost of net debt | 19 | ||||||||||||||||
| Loss on disposal | |||||||||||||||||
| Impact of discounting financial liabilities and amortized cost | 19 | ||||||||||||||||
| Income tax expense | |||||||||||||||||
Other non cash income and expenses | |||||||||||||||||
| Impact of the Janssen amendment on profit or loss | 16 | ( | |||||||||||||||
| Cash flows from (used in) operations, before tax and changes in working capital | ( | ( | |||||||||||||||
| Tax Paid | ( | ( | |||||||||||||||
| Cash flow from (used in) operating activities after tax and before changes in working capital | ( | ( | |||||||||||||||
| (Increase) / Decrease in trade receivables | 8.1 | ( | |||||||||||||||
| Receipt of research tax credit receivable | 8.2 | ||||||||||||||||
| (Increase) / Decrease in other receivables | 8.2 | ( | |||||||||||||||
| Increase / (Decrease) in trade and other payables | 14.1 | ||||||||||||||||
| Increase / (Decrease) in other current liabilities | 14.2 | ( | ( | ||||||||||||||
| Increase in deferred revenues and contract liabilities | 14.3 | ( | |||||||||||||||
| Changes in operating working capital | |||||||||||||||||
| Net cash flows from (used in) operating activities | ( | ( | |||||||||||||||
| Cash flows from (used in) investing activities | |||||||||||||||||
| Acquisitions of intangible assets | 5 | ( | ( | ||||||||||||||
| Acquisitions of property, plant and equipment | 6 | ( | ( | ||||||||||||||
| (Increase) / Decrease in non-current financial assets | 7 | ( | ( | ||||||||||||||
| Net cash flows from (used in) investing activities | ( | ( | |||||||||||||||
| Cash flows from (used in) financing activities | |||||||||||||||||
| Increase in loans and conditional advances | 13 | ||||||||||||||||
| Loans repayments | 13.1 | ( | ( | ||||||||||||||
| Payment of lease liabilities | 13.1 | ( | ( | ||||||||||||||
| Interest paid | 13.1 | ( | ( | ||||||||||||||
| Net cash flows from (used in) financing activities | ( | ( | |||||||||||||||
| Effect of exchange rates changes on cash | ( | ||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ( | |||||||||||||||
| Net cash and cash equivalents at beginning of period | |||||||||||||||||
| Net cash and cash equivalents at end of period | 9 | ||||||||||||||||
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
F-5
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
1. COMPANY INFORMATION
Nanobiotix, a société anonyme registered with the Paris registry of trade and companies under number 447 521 600 and having its registered office at 60 rue de Wattignies, 75012, Paris (“Nanobiotix” or the “Company” and, with its subsidiaries, the “Group”), is a late-stage clinical biotechnology company pioneering disruptive, nanophysics-based therapeutic approaches to the treatment of cancer and other major diseases with the express intent of favorably impacting the lives of millions of patients.
Incorporated in 2003, Nanobiotix is headquartered in Paris, France. The Company also has subsidiaries in Cambridge, Massachusetts (United States), Spain, and Germany. The Group has been listed on Euronext: Paris under the ticker symbol “NANO” since 2012 (ISIN: FR0011341205, Bloomberg Code: NANO:FP) and on the Nasdaq Global Select Market in the United States under the ticker symbol “NBTX” since December 2020.
The Group is the owner of more than 25 patent families associated with three nanotechnology platforms: 1) radioenhancer platform, from which JNJ-1900 (NBTXR3) is the first product candidate, designed to physically destroy tumor cells locally and prime immune response systemically; 2) Curadigm nanoprimer platform designed to redefine the design and application of therapeutic classes challenged by liver clearance; and 3) OOcuity neurological disease program.
The Company’s efforts are concentrated on advancing JNJ-1900 (NBTXR3).
Significant events of the period
Amendment to the Janssen agreement
An amendment of the Janssen Agreement has been signed as of March 17, 2025 with Janssen; this amendment of the global licensing agreement partially removes the Company’s funding obligation for NANORAY-312 and releases Janssen from select future milestone payments, while facilitating the Company’s path to sustainable cash flow through significant potential milestone payments over the next few years.
Total expected payments under the agreement related to the Janssen Agreement is adjusted from approximately $2.7 billion to approximately $2.6 billion:
•Revisions to potential future milestone payments in the amendment total $105 million while maintaining eligibility to hundreds of millions in the next 2-3 years potential milestone payments related to the first two programs (cisplatin-ineligible head and neck cancer and stage 3 unresectable lung cancer),
•Beyond the hundreds of millions of the next 2-3 years potential milestone payments for the first two programs to the extent JNJ-1900 (NBTXR3) will hit the related milestone events , the remainder of the $2.6 billion is related to medium-to-long-term potential development, regulatory, and sales milestones for the first two programs and potential payments for new indications that may be developed by Janssen, and
•There are no changes to the potential $220 million per new indication that may be developed by Nanobiotix, and potential royalties expected from commercial sales of JNJ-1900 (NBTXR3) remain in the low 10s to low 20s. Potential payments for new indications that may be developed by the Company are in addition to the $2.6 billion deal value, next to potential related royalties.
The amendment provides that Janssen will assume almost full financial responsibility for NANORAY-312, the ongoing pivotal Phase 3 trial through completion,, less a small portion of costs that will remain covered by the Company, allowing the Company to strengthen its financial position.
For further details, see Note 16 - Revenues and other Income.
F-6
2. General information, statement of compliance and basis of presentation
The unaudited interim condensed consolidated financial statements as of June 30, 2025 and for the six-month period ended June 30, 2025 were prepared under the supervision of the management of the Company and were submitted by the Executive Board to the review of the Supervisory Board.
All amounts in the unaudited interim condensed consolidated financial statements are presented in thousands of euros, unless stated otherwise. Some figures have been rounded. Accordingly, the totals in some tables may not be the exact sums of component items.
The unaudited interim condensed consolidated financial statements of the Company have been prepared in compliance with IAS 34 – “Interim Financial Reporting” which provides for the presentation of selected explanatory notes. As they are unaudited interim condensed consolidated financial statements, the accompanying notes do not contain all the disclosures required for annual consolidated financial statements and should therefore be read in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS ® Accounting Standards, as of and for the year ended December 31, 2024.
The preparation of the unaudited interim condensed consolidated financial statements in accordance with IAS 34 – “Interim Financial Reporting” requires the use of estimates and assumptions that affect the amounts and information disclosed in the condensed consolidated financial statements. See Note 3.2 Use of judgement, estimates and assumptions.
The accounting principles used to prepare the unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025 are identical to those used for the year ended December 31, 2024 except for the standards listed below that required adoption in 2025.
Standards, amendments to existing standards and interpretations published by the IASB whose application has been mandatory since January 1, 2025
The application of standards, amendments to existing standards and interpretations whose application has been mandatory since January 1, 2025 in the European Union primarily concern:
■Amendment to IAS 21 Lack of Exchangeability, the Effects of Changes in Foreign Exchange Rates.
This amendment had no material impact on the Company’s unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025.
Standards, amendments to existing standards and interpretations published by the IASB whose application is not yet mandatory
The new standards, interpretations and amendments to existing standards that have been published but are not yet applicable are:
■Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments – as of January 1, 2026
■Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity – as of January 1, 2026
■Annual Improvements to IFRS Accounting Standards, as of January 1, 2026– Amendments to:
•IFRS 1 First-time Adoption of International Financial Reporting Standards;
•IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;
•IFRS 9 Financial Instruments;
•IFRS 10 Consolidated Financial Statements; and
•IAS 7 Statement of Cash flows
■New standard – IFRS 18 – Presentation and Disclosure in Financial Statements – as of January 1, 2027
■New standard – IFRS 19 – Subsidiaries without Public Accountability: Disclosures– as of January 1, 2027
The Company is currently assessing the applicability and impact of these new standards, interpretations and amendments.
Seasonality of the Company’s activities
According to IAS 34 – “Interim Financial Reporting”, an entity whose business is highly seasonal should present financial information for the twelve months up to the end of the interim period and additional comparative information for the prior twelve-month period in the interim condensed consolidated financial statements in order to provide a better understanding and comparison of its interim consolidated financial statements.
F-7
As mentioned in Note 16 Revenue and other income, as most of the income from the Company is generated by ongoing contracts that primarily depend on performance obligations not correlated to seasonal trends, it is considered that the Company activities are not seasonal.
Therefore, the following unaudited interim condensed consolidated financial statements and corresponding notes will not include comparative information other than that mentioned in IAS 34.20.
Going Concern
From inception, the Company has financed its growth through successive capital increases, debt, collaboration and license agreements and payment of research tax credit (CIR) receivables. The Company continues to pursue its research and development activities for its product candidates.
The Company has incurred operating losses and negative cash flows from operations since inception due to the innovative nature of the product candidates it is developing, which necessitates a research and development phase spanning multiple years. The Company does not expect to generate revenue from product sales in the near future.
In March 2025, the Company and Janssen executed an amendment to the License Agreement. The amendment provides that Janssen will assume almost full financial responsibility for NANORAY-312, the ongoing pivotal Phase 3 trial through completion, less a small portion of costs that will remain covered by the Company, allowing the Company to extend its cash runway and to reduce its operating cash outflows post this amendment, including the period beyond mid-2026.
As of June 30, 2025, the Company had €28.8 million of available cash and cash equivalents, consisting of cash and short-term bank deposits that are liquid and easily convertible within 3 months without penalty or risk of change in value (see Note 9. – Cash and cash equivalents).
As of the date of authorization of the issuance of these interim condensed consolidated financial statements, the Company estimates, given its current cost structure and its projected expenditure commitments, that it should have sufficient funds to finance its activities into mid-2026. Accordingly, the Company’s current cash and cash equivalents will not be sufficient to cover its operating needs for at least the next 12 months following the date of the issuance of these financial statements.
Based on its current business plan, the Company estimates that to meet its obligations over the next 12 months, it will require additional liquidity in the range of €8 to €10 million. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
This estimate is based on the Company’s current business plan and excludes (i) other expenses resulting from any potential in-licensing or acquisition of additional product candidates or technologies, or any associated development the Company may pursue, (ii) any potential milestone payments that may be received or paid by the Company or potential additional financing. The Company may have based this estimate on incorrect assumptions and may have to use its resources sooner than anticipated.
To finance its activities beyond mid-2026, the Company needs to raise additional funds and is in active discussions regarding non-dilutive financing, intended to meaningfully extend its cash runway beyond the 12 months.
In addition, further to the current discussions, the Company may seek to raise additional funds to achieve its development goals for its research and development programs through:
•other potential public or private securities offerings,
•potential strategic transactions such as business development partnerships; and
•R&D project subsidies.
Based on the above, the interim condensed consolidated financial statements as of and for the six-month period ended June 30, 2025, have been prepared on a going concern basis assuming the Company will continue to operate for the foreseeable future and to address its liquidity challenges by pursuing activities to generate additional cash inflows and by closely managing its operating expenditures. As such, they do not include any adjustments related to the value or classification of assets and liabilities that may be required if the Company were not able to continue as a going concern.
The Company cannot guarantee that it will be able to obtain the necessary financing, through any of the foregoing measures or otherwise, to meet its needs or to obtain funds at acceptable terms and conditions, on a timely basis, or at all, especially considering the generally challenging environment for financing of biotech companies. If the Company is unable to obtain funding on a timely basis, it may be required to significantly curtail, delay or discontinue one or more of its research or development programs or the commercialization of any approved product or be unable
F-8
to expand its operations or otherwise capitalize on its business opportunities, as desired, which would impair the Company’s prospects and business operations.
3. Consolidated principles and methods
3.1 BASIS OF CONSOLIDATION
Consolidated entities
As of June 30, 2025, the consolidation scope is comprised of one parent entity and is similar to that of December 31, 2024 as Nanobiotix S.A. has three wholly owned subsidiaries:
•Nanobiotix Corp., incorporated in the State of Delaware in September 2014 and located in the USA,
•Nanobiotix Germany GmbH, created in October 2017 and located in Germany,
•Nanobiotix Spain S.L.U., created in December 2017 and located in Spain.
Accordingly, the unaudited interim condensed consolidated financial statements as of June 30, 2025 include the operations of each of these subsidiaries, to the extent applicable, from the date of their incorporation.
Foreign currency transactions
The unaudited interim condensed consolidated financial statements are presented in thousands of euros, which is the Group’s presentation currency and the functional currency of the parent company, Nanobiotix S.A.
The financial statements of consolidated foreign subsidiaries whose functional currency is not the euro are translated into euros for statement of financial position items at the closing exchange rate for the statement of financial position, whereas, items of the statement of operations, statement of comprehensive loss and statement of cash flow are converted at the average exchange rate for the period presented, except where this method cannot be applied due to significant exchange rate fluctuations during the applicable period.
The dollar-to-euro exchange rate used in the unaudited interim condensed consolidated financial statements to convert the Group transactions denominated in US dollars were a closing of $1.1720 as of June 30, 2025 and an average of $1.0930 for the six-month period ended June 30, 2025 compared with $1.0705 and $1.0812 respectively, as of and for the six-month period ended June 30, 2024 (source: Banque de France).
The resulting currency translation adjustments are recorded in other comprehensive income (loss) as a cumulative currency translation adjustment.
3.2. USE OF JUDGEMENT, ESTIMATES AND ASSUMPTIONS
The preparation of unaudited interim condensed consolidated financial statements in accordance with IAS 34 requires the use of estimates and assumptions that affect the amounts and information disclosed in the financial statements. The estimates and judgments used by management are based on historical information and on other factors, including expectations about future events considered to be reasonable given the circumstances. These estimates may be revised where the circumstances on which they are based change.
Consequently, actual results may vary significantly from these estimates under different assumptions or conditions. A sensitivity analysis may be presented if the results differ materially based on the application of different assumptions or conditions. The main items affected by the use of estimates are share-based payments, deferred tax assets, clinical trials accruals, revenue recognition and the measurement of financial instruments (fair value and amortized costs).
Measurement of share-based payments
The Company measures the fair value of stock options (OSA), founders’ warrants (BSPCE), warrants (BSA) and free shares (AGA) granted to employees, members of the Executive and Supervisory Board and consultants based on actuarial models. These actuarial models require that the Company use certain calculation assumptions with respect to characteristics of the grants (e.g., option vesting terms) and market data (e.g., to determine expected share volatility) (See Note 18 - Share-based payments).
Deferred tax assets
F-9
Deferred taxes are recognized for temporary differences arising from the difference between the tax basis and the accounting basis of the Company’s assets and liabilities that appear in its financial statements. The primary source of deferred tax assets are related to the tax losses that can be carried forward or backward, depending on the jurisdiction. Enacted tax rates are used to measure deferred taxes.
The deferred tax assets are recorded in the accounts only to the extent that it is probable that the future profits will be sufficient to absorb the losses that can be carried forward or backward. Considering its stage of development, which does not allow for sufficiently reliable income projections to be made, the Company has not recognized deferred tax assets in relation to tax losses carry forwards in the statements of consolidated financial position.
Clinical trial accruals
Clinical trial expenses, although not yet billed in full, are estimated quarterly for each study and a provision is recognized accordingly. (See Note 14.1 - Trade and other payables for information regarding the clinical trial accruals as of June 30, 2025 and December 31, 2024).
Revenue recognition
In order to determine the amount and timing of revenue under the contract with customers, the Company is required to use significant judgments, mainly with respect to identifying performance obligations of the Company, determining the stand alone selling price of the performance obligations, the transaction price allocation and the timing of satisfaction of support services provided to customers.
Determining the distinctiveness of performance obligations — A promised good or service will need to be recognized separately in revenue if it is distinct as defined in IFRS 15. In determining whether the performance obligation is separate, the Company analyses if (i) the good or service is distinct in absolute terms, i.e. it can be useful to the customer, either on its own or in combination with resources that the customer can obtain separately; and if (ii) the good or service is distinct in the context of the contract, i.e. it can be identified separately from the other goods and services in the contract because there is not a high degree of interdependence or integration between this element and the other goods or services promised in the contract. If either of these two conditions is not met, the good or service is not distinct, and the Company must group it with other promised goods or services until it becomes a distinct group of goods or services.
Allocation of transaction price to performance obligations — A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.
Variable consideration — Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. It is common for the collaboration and license agreements to contain variable consideration that can increase the transaction price. Variability in the transaction price arises primarily due to milestone payments obtained following the achievement of specific milestones (e.g., scientific results or regulatory or commercial approvals). The Company includes the related amounts in the estimated transaction price as soon as their receipt is highly probable. The effect of the increase of the transaction price due to milestones payments is recognized as an adjustment to revenue on a cumulative catch‑up basis.
Revenue recognized over time and input method — Some of the Company’s performance obligations are satisfied over time as work progresses, thus revenue is recognized over time, using an input measure of progress as it best depicts the transfer of control to the customers.
Contract modification — The Company accounts for a contract modification as if it were a part of the existing contract if the remaining goods or services are not distinct and, therefore, form part of a single performance obligation that is partially satisfied at the date of the contract modification. The effect that the contract modification has on the transaction price, and on the entity's measure of progress towards complete satisfaction of the performance obligation, is recognized as an adjustment to revenue at the date of the contract modification (i.e. on a cumulative catch-up basis). The Company is required to use significant judgments with respect to identifying and determining the amended standalone selling price of the performance obligations, the transaction price allocation and the adjusted timing of satisfaction of the remaining services provided to customers.
F-10
See Note 16 - to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 for additional detail regarding the Company’s accounting policies and specific judgments made with regard to revenue recognition, and for its additional sources of revenue and other income.
Measurement of financial assets and liabilities
At the renegotiation date in October 2022, the fair value measurement of the EIB loan required the Company to determine:
–the discount rate of the new liability executed in October 2022. The discount rate reflects the company’s credit risk at the Amendment Agreement date as well as a premium to reflect uncertainties associated with the timing and the amount of the royalties’ payment. The Company involved external financial instruments valuation specialists to support in determining the average discount rate;
–the amount of additional interest (“royalties”, as defined by the royalty agreement with EIB) that will be due according to the loan agreement during a royalty calculation period commencing upon commercialization. The royalties due during this period will be determined and calculated based on the number of tranches that have been withdrawn and will be indexed to annual sales turnover relating to JNJ-1900 (NBTXR3) through specific Company’s license agreement. For the purpose of measuring the fair value of the EIB loan, the Company forecasts expected sales relating to JNJ-1900 (NBTXR3) during the royalty period, taking into consideration the operational assumptions such as market release dates of the products, growth and penetration rate in each market. (see Notes 4.4 - Financing Agreement with the European Investment Bank (“EIB”) and 13 - Financial liabilities to the Company’s consolidated financial statements as of and for the year ended December 31, 2024, for details about this loan and the accounting treatment applied).
Subsequent to the estimate of the fair value of the EIB loan performed at the renegotiation date, the debt has been measured at amortized cost based on the revised best estimate of the future cash flows related to the debt at each closing date. Accordingly, the Company determines the amount of additional interest as described above. Any subsequent adjustment of flows indexed to turnover are discounted at the original effective interest rate and the adjustment is recognized in profit or loss under the “catch-up” method. As of June 30, 2025, the fair value measurement of the EIB loan has been reassessed by the Company for disclosure purpose.
4. Significant transactions
The significant transactions are those described in the consolidated financial statements prepared in accordance with IFRS ® Accounting Standards for the year ended December 31, 2024, except regarding the Janssen Amendment Agreement which was signed on March 17, 2025 and described in Note 1 - Company Information and Note 16 - Revenues and Other Income.
F-11
5. Intangible assets
The change in intangible assets breaks down as follows:
| (in thousands of euros) | As of December 31, 2024 | Increases | Decreases | Transfer | As of June 30, 2025 | |||||||||||||||||||||||||||
| Patents | ||||||||||||||||||||||||||||||||
| Software | ||||||||||||||||||||||||||||||||
| Gross book value of intangible assets | ||||||||||||||||||||||||||||||||
| Patents | ( | ( | ||||||||||||||||||||||||||||||
| Software | ( | ( | ( | |||||||||||||||||||||||||||||
| Accumulated depreciation of intangible assets (1) | ( | ( | ( | |||||||||||||||||||||||||||||
| Net book value of intangible assets | ||||||||||||||||||||||||||||||||
(1)Expenses for the period are detailed in Note 17.4 Depreciation, amortization and provisions expenses
6. Property, plant and equipment
The change in property, plant and equipment is as follows:
| (in thousands of euros) | As of December 31, 2024 | Increases | Decreases | Other movements & transfer. | Currency translation | As of June 30, 2025 | |||||||||||||||||||||||||||||
| Fixtures, fittings and installations | |||||||||||||||||||||||||||||||||||
| Right of use – Buildings | ( | ||||||||||||||||||||||||||||||||||
| Technical equipment | |||||||||||||||||||||||||||||||||||
| Office and IT equipment | ( | ( | |||||||||||||||||||||||||||||||||
| Tangible assets in progress | ( | ||||||||||||||||||||||||||||||||||
| Prepayments on tangible assets | |||||||||||||||||||||||||||||||||||
| Gross book value of tangible assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Fixtures, fittings and installations | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Right of use – Buildings | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Technical equipment | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Office and IT equipment | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Accumulated depreciation of tangible assets(1) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net book value of tangible assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
7. Non-current financial assets
The change in non-current financial assets breaks down as follows:
F-12
| (in thousands of euros) | Security deposits paid | ||||
| Net book value as of Net book value as of December 31, 2024 | |||||
| Additions | |||||
| Decreases | |||||
| Reclassification | |||||
| Currency translation adjustments | ( | ||||
| Net book value as of June 30, 2025 | |||||
8. Trade receivables and other current assets
8.1 TRADE RECEIVABLES
| As of | |||||||||||
(in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Trade receivables | |||||||||||
| Trade receivables | |||||||||||
As of June 30, 2025, trade receivables balance mainly relates to Janssen revenue not yet collected, which is comprised of product supplies for 1.7 million.
8.2 OTHER CURRENT ASSETS
Other current assets break down as follows:
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Research tax credit receivable | |||||||||||
| VAT receivable | |||||||||||
| Prepaid expenses | |||||||||||
| Other receivables | |||||||||||
| Other current assets | |||||||||||
As of June 30, 2025, €1.9 million prepaid expenses mainly relate to research agreements with MD Anderson for €1.1 million as compared to €1.2 million as of December 31, 2024, €0.8 million related to invoices received for third party services beyond the current closing period, mainly related to IT, insurance and other invoices related to annual administrative contracts as compared to €1.1 million as of December 31, 2024, and €46 thousand related to purchases of clinical product not yet consumed as of closing date as compared to €0.6 million as of December 31, 2024, this significant decrease is explained by the sales dynamics of clinical products sold.
Other receivables increased by €0.2 million and mainly comprised of advance payments to suppliers amounting of €1.3 million as of June 30, 2025, as compared to €1.1 million as of December 31, 2024. Most of these advance payments have been made to Contract Research Organization (CRO) and to Clinical Services Providers in connection with the execution of the clinical trial NANORAY-312.
Research tax credit
The Company is eligible for the Research Tax Credit - CIR (Crédit d’Impôt Recherche) issued by the French and U.S. tax authorities.
The change in research tax credit receivables breaks down as follows:
F-13
| (in thousands of euros) | |||||
| Receivable as of December 31, 2024 | |||||
| 2025 research tax credit – Nanobiotix S.A. (1) | |||||
| 2025 research tax credit – Nanobiotix Corp (1) | ( | ||||
Receipt of 2024 research tax credit - Nanobiotix Corp | ( | ||||
| Receivable as of June 30, 2025 | |||||
(1) See Note 16 - Revenue and other income.
9. Cash and cash equivalents
Cash and cash equivalent break down as follows:
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Cash and bank accounts | |||||||||||
| Short-term bank deposits | |||||||||||
| Net Cash and cash equivalents | |||||||||||
As of June 30, 2025, net cash and cash equivalents decreased by €20.9 million as compared to December 31, 2024.
The short-term bank deposits correspond exclusively to term deposit transactions that have been settled in July 2025.
F-14
10. Share Capital
10.1 CAPITAL ISSUED
Detail of share capital transactions
| (in thousands or number of shares) | Nature of transaction | Share Capital | Premiums related to share capital | Number of shares | ||||||||||
| December 31, 2024 | ||||||||||||||
| June 27, 2025 | Capital increase AGA 2023-P1 and AGA 2023-P2 | — | ||||||||||||
| June 30, 2025 | ||||||||||||||
As of June 30, 2025, the share capital was €1,447 thousand divided into 48,236,671 fully paid up ordinary shares, each with a par value of €0.03 .
Allocation of prior period (loss)
The negative net result for the year 2023 of €68.1 million has been fully allocated to reserves.
10.2 FOUNDER’S WARRANTS, WARRANTS, STOCK OPTIONS AND FREE SHARES
As of June 30, 2025, there are three different types of securities and other valid instruments entitling their holders to a stake in the Company's share capital: warrant (bons de souscription d’actions or BSA), founders’ warrant (bons de souscription de parts de créateur d’entreprise or BSPCE) and stock option (options de souscription ou d’achat d’actions or OSA).
Stock options
At a meeting on February 18, 2025, the Executive Board, acting pursuant to delegations granted by the Company’s shareholders’ meeting held on May 28, 2024, granted to certain employees of the Group 8,000 stock options, each giving its holder the right to subscribe one ordinary share, each with a par value of €0.03 and at a price of €3.36 (share premium included). Such stock options are governed by the 2025 stock option plan, adopted by the Executive Board on February 18, 2025 (the “2025 Stock Option Plan”).
The ordinary stock options are exercisable as follows:
▪up to one-third of the ordinary stock options as from February 18, 2026;
▪ an additional one-third of the ordinary stock options as from February 18, 2027,
▪ the balance, i.e., one-third of the ordinary stock options as from February 18, 2028,
subject to, for each increment, a continued service condition, and in any case, no later than 10 years after the date of grant, it being specified that stock options which have not been exercised by the end of this 10 -year period will be forfeited by law.
At a meeting on May 16, 2025, the Executive Board, acting pursuant to delegations granted by the Company’s shareholders’ meeting held on May 28, 2024,, granted to certain employees of the Group and members of the Executive Board 1,241,005 stock options, each giving its holder the right to subscribe one ordinary share, each with a par value of €0.03 and at a price of €2.97 (share premium included). Such stock options are governed by the 2025 Stock Option Plan.
The ordinary stock options are exercisable as follows:
▪up to one-third of the ordinary stock options as from May 16, 2026;
▪ an additional one-third of the ordinary stock options as from May 16, 2027,
▪ the balance, i.e., one-third of the ordinary stock options as from May 16, 2028,
subject to, for each increment, a continued service condition, and in any case, no later than 10 years after the date of grant, it being specified that stock options which have not been exercised by the end of this 10 -year period will be forfeited by law.
Free Shares
No free shares were granted in the first half of 2025.
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As of June 30, 2025, the assumptions related to the estimated vesting of the founders’ warrants, the warrants and performance stock options have been updated (See Note 18 Share-based payments).
11. Retirement Obligations
| (in thousands of euros) | As of December 31, 2024 | Increases | Decreases | Currency translation adjustments | As of June 30, 2025 | ||||||||||||
| Lump-sum retirement benefits | |||||||||||||||||
| Total Non-current provisions | |||||||||||||||||
The assumptions used to measure lump-sum retirement benefits as of June 30, 2025 remain unchanged from the assumptions used as of December 31, 2024. See Note 11 - Retirement Obligations to the consolidated financial statements as of and for the period ended December 31, 2024.
12. Provisions
| (in thousands of euros) | As of December 31, 2024 | Increases | Decreases(1) | Currency translation adjustments | As of June 30, 2025 | ||||||||||||
| Provisions for disputes | ( | ||||||||||||||||
| Provisions for charges | ( | ||||||||||||||||
| Total current provisions | ( | ||||||||||||||||
Provisions for disputes exclusively include ongoing employee disputes. The €0.2 million net decrease recorded in the first half of 2025 resulted from the settlement of disputes.
13. Financial liabilities
13.1 DETAILS OF FINANCIAL LIABILITIES
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Lease liabilities – Short term | |||||||||||
| Repayable BPI loan advances – Short term | |||||||||||
| PGE loans * | |||||||||||
| EIB loan – Short term | |||||||||||
| Total current financial liabilities | |||||||||||
| Lease liabilities – Long term | |||||||||||
| Repayable BPI loan advances – Long term | |||||||||||
| PGE loans * | |||||||||||
| EIB loan – Long term | |||||||||||
| Total non-current financial liabilities | |||||||||||
| Total financial liabilities | |||||||||||
(*)”PGE”or in French “Prêts garantis par l’Etat” are state-guaranteed loans
The table below shows the detail of changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.
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| (in thousands of euros) | Lease Liabilities | Repayable BPI Loan Advances | PGE Loans | EIB Loan | Total | |||||||||||||||||||||
| Bpifrance advance | Curadigm Bpi advance | HSBC “PGE” | Bpifrance “PGE” | |||||||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||||||||
| Principal received | ||||||||||||||||||||||||||
| Decrease in loans and conditional advances | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Interest paid | ( | ( | ( | ( | ( | |||||||||||||||||||||
| Payment of lease liabilities | ( | ( | ||||||||||||||||||||||||
| Cash flows used in financing activities | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||
| Indexation effect on current lease commitment | ||||||||||||||||||||||||||
| Impact of discounting and catch-up | ( | ( | ( | ( | ||||||||||||||||||||||
| Accumulated fixed interest expense accrual | ||||||||||||||||||||||||||
| Accumulated variable interest expense accrual | ||||||||||||||||||||||||||
| Non-cash from financing activities | ||||||||||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||||||||
| Of which Current | ||||||||||||||||||||||||||
| Of which Non-Current | ||||||||||||||||||||||||||
Lease Liabilities
Lease liabilities correspond to the discounted amount of the rentals to be paid over the lease terms for all outstanding contracts falling within the scope of IFRS 16. For the period presented, the main contracts relate to the buildings rented in Paris and in Villejuif.
Repayable BPI loan advances
The Company received repayable advance from Banque Publique d’Investissement (“Bpifrance”, formerly known as “OSEO Innovation”). The advance bears 1.56 % interest. The repayment of the period amounts to €0.6 million while the amount to be reimbursed corresponds to €1.0 million (as detailed in table Note 13.2 - Due dates of the financial liabilities below).
In June 2020, the Company obtained a €0.5 million conditional advance from Bpifrance, €0.4 million of which was received at the signature date. The advance is interest-free. The repayment of the period amounts to €0.1 million while the amount to be reimbursed corresponds to €0.3 million (as detailed in table Note 13.2 - Due dates of the financial liabilities below).
PGE loan (“Prêts Garantis par l’Etat”)
The Company announced in June 2020 that it has received approval for financing from both HSBC and Bpifrance for €5
This loan is booked at amortized cost using an effective interest rate of 0.31 %. Reimbursement of the loan started in September 2022 and will continue through mid-2026.
For the six month period ended June 30, 2025, €0.6 million was repaid on the HSBC PGE loan.
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On July 10, 2020, the Company entered into the second €5 million PGE loan with Bpifrance (the ‘‘Bpifrance PGE Loan’’). The Bpifrance PGE loan has a 6-year term and is 90 % guaranteed by the French State. Starting after its first year anniversary, the Bpifrance PGE loan bears an interest rate of 2.25 % per annum, inclusive of an annual State guarantee fee of 1.61 % per annum. The principal and interest of the Bpifrance PGE loan is being reimbursed in 20 quarterly installments as from October 31, 2021 through July 26, 2026.
For the six month period ended June 30, 2025, €0.6 million was repaid on the Bpifrance PGE loan.
EIB loan
As of June 30, 2025, the Company accounted for the debt at amortized cost using the original effective interest rate (“EIR”) of 21.3 % and adjusting the estimated debt outflows in accordance with the revised forecasts of annual sales turnover relating to JNJ-1900 (NBTXR3) through specific Company’s license agreement (value and timing).
The EIB loan amounts to €43.5 million as of June 30, 2025 compared to €40.6 million as of December 31, 2024. The increase of €2.8 million over the six months ended June 30 2024 comprises:
•Fixed and variable interest expenses accrual for an amount of €4.1 million which are partially offset by
•the interest repayments of €0.2 million in accordance with the repayment schedule
•the P&L net positive impact of accretion and discounting on EIB loan of €1.0 million corresponding to :
(i) the decrease in estimated debt outflows beyond 2024 - before discounting effect - for €2.4 million positive P&L effect
(ii) partially offset by - €1.4 million of discounting negative effect).
As of June 30, 2025 the fair value of the debt is estimated at €46.5 million. The Company estimated the fair value of the debt using the same methodology as the one performed at renegotiation date. In doing so, the Company kept the same assumption of CCC credit rating. However, essentially because of a increase in spreads observed as of June 30, 2025 (compared to December 2024), the estimated fair market rate was estimated at 19.2 %.
13.2 DUE DATES OF THE FINANCIAL LIABILITIES
The due dates for repayment of the financial liabilities at their nominal value and including fixed rate interests and future variable interest payments have been estimated based on the milestone and royalties forecasts at the reporting date are as follows:
| As of June 30, 2025 | |||||||||||||||||
| (in thousands of euros) | Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | ||||||||||||
| Bpifrance | |||||||||||||||||
| Curadigm interest-free Bpifrance advance | |||||||||||||||||
HSBC “PGE” (1) | |||||||||||||||||
Bpifrance “PGE” (1) | |||||||||||||||||
| EIB fixed rate loan | |||||||||||||||||
| Lease liabilities | |||||||||||||||||
| Total | |||||||||||||||||
(1) The Company plans according to contractual terms to reimburse the two “PGE” (“Prêts garantis par l’Etat” or state-guaranteed loans) from HSBC and BPI over 5 years with a deferral of 1 year (last reimbursement being in 2026).
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| As of December 31, 2024 | |||||||||||||||||
| (in thousands of euros) | Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | ||||||||||||
| Bpifrance | |||||||||||||||||
| Curadigm interest-free Bpifrance advance | |||||||||||||||||
HSBC “PGE” (1) | |||||||||||||||||
Bpifrance “PGE” (1) | |||||||||||||||||
| EIB fixed rate loan | |||||||||||||||||
| Lease liabilities | |||||||||||||||||
| Total | |||||||||||||||||
(1) The Company plans according to contractual terms to reimburse the two “PGE” (“Prêts garantis par l’Etat” or state-guaranteed loans) from HSBC and BPI over five years with a deferral of 1 year (last reimbursement being in 2026).
The debt obligations indicated above relate to the fixed and variable rate interests and principal payable on repayable advances, the interest-free Bpifrance loan, EIB loan, PGE loans and the lease liabilities. These amounts reflect the committed amounts under those contracts as of June 30, 2025.
As of June 30, 2025, the table above indicates that the EIB loan's total expected cash outflows (undiscounted) is €97.8 million, which includes :
•€33.7 million for the principal and fixed rate interest to be paid over the term of the loan,
•€19.0 million remaining milestones to be prepaid under the following mechanisms:
•should the company secure future non-dilutive capital through the execution of any business development deal, an accelerated redemption of this milestone payment would be triggered resulting in a prorated payment amount not exceeding 10% of any upfront or milestone payment received by the Company; and
•should the Company contract future equity or debt financing transactions which will require prepayments equal to a tiered low single digit percentage of raising up to an aggregate of €100 million, on a cumulative basis, increasing to a mid-single digit percentage for such financings greater than €100 million.
•€45.1 million for the estimated royalty payments to be made in the future, based on the forecasted sales expected to be generated by the Company’s partners during the six-year period beginning upon JNJ-1900 (NBTXR3) commercialization. (See Notes 4.4 - Financing Agreement with the European Investment Bank (“EIB”) and 13.1 - Conditional advance, bank loan and loans from government and public authorities in the consolidated financial statements prepared in accordance with IFRS Accounting Standards for the year ended December 31, 2024).
14. Trade payables and other current liabilities
14.1 TRADE AND OTHER PAYABLES
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Accrued expenses - clinical trials | |||||||||||
| Trade payables and other accruals | |||||||||||
| Total trade and other payables | |||||||||||
Trade payables are not discounted, as none of the amounts has a maturity date above one year.
Accrued Expenses related to clinical trials balance decreased by €8.1 1.8 million accrual as of June 30, 2025, compared to the 11.1 million accrual as of December 31, 2024. This reduction reflects the amendment letter signed in March 2025, removing the Company’s funding obligations for the 312 study in the frame of the transfer of sponsorship to Janssen; partially offset by (ii) the study 1100 development, increasing to a €5.3 million accrual as of June 30, 2025, compared to the 4.4 million accrual as of December 31, 2024.
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The trade payables and other accruals are quite stable between December 2024 and June 2025.
14.2 OTHER CURRENT LIABILITIES
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Tax liabilities | |||||||||||
| Payroll tax and other payroll liabilities | |||||||||||
| Other payables | |||||||||||
| Other current liabilities | |||||||||||
Payroll tax and other payroll liabilities primarily consist of payroll taxes and social charges, namely the employer withholdings relating to free shares, as well as accrued bonuses, vacation day accruals and related social charges. Payroll tax and other payroll liabilities have decreased by €0.5 million during the first half of 2025, mainly due to the payment in the first half of bonuses payable accrued at the previous year-end for €0.9 million.
14.3 DEFERRED INCOME AND CONTRACT LIABILITIES
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Deferred income | |||||||||||
| Contract liabilities - Current | |||||||||||
| Deferred income and current contract liabilities | |||||||||||
The current contract liabilities are accounted for in accordance with IFRS 15.
Current contract liabilities increased by €18.1 million to €36.2 million as of June 30, 2025. The initial payment received in 2021 from LianBio was €16.5 million was recognized as a contract liability since the delivery of the related performance obligation has not yet commenced. The increase of €18.1 million results from the combined effects of the amendments on the Janssen License Agreement and the Asia Licensing Agreement (formerly Lianbio) in the allocation of the constrained transaction price (See Note 16 - Revenues and other income).
14.4 REFUND LIABILITIES
| As of | |||||||||||
| (in thousands of euros) | June 30, 2025 | December 31, 2024 | |||||||||
| Non-current refund liabilities | |||||||||||
| Current refund liabilities | |||||||||||
| Refund liabilities | |||||||||||
The refund liability, recognized as of December 2024, reflects the refund obligation related to the amendments of the Janssen Agreement, signed in the fourth quarter of 2024.
As of June 30, 2025, the refund liabilities decreased by €28.2 million according to the amendment of the Janssen Agreement, signed on March 17, 2025.
These amendments were accounted for as a contract modification under IFRS 15, and resulted in a change in the transaction price, as well as a change in scope of the performance obligations, recorded as a cumulative catch-up in the statement of consolidated operations and refund liabilities in the consolidated statement of financial position. (Note 16 - Revenues and other income).
15 Financial instruments included in the statement of financial position and impact on income
Detail of financial instruments included in the statements of financial position and impact on income
F-20
| As of June 30, 2025 | ||||||||||||||
| (in thousands of euros) | Book value on the statement of financial position | Financial assets carried at fair value through profit or loss | Assets and liabilities carried at amortized cost | Fair value (1) | ||||||||||
| Non-current financial assets | ||||||||||||||
| Non-current financial assets | ||||||||||||||
| Trade receivables | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Total assets | ||||||||||||||
| Financial liabilities | ||||||||||||||
| Non-current financial liabilities | ||||||||||||||
| Current financial liabilities | ||||||||||||||
| Trade payables and other payables | ||||||||||||||
| Total liabilities | ||||||||||||||
(1)The fair value of current and non-current financial liabilities including loans, repayable advances from Bpifrance, the EIB loan and the HSBC and Bpifrance state-guaranteed loans, was assessed using unobservable “level 3” inputs, in the IFRS 13 classification for fair value.
| As of December 31, 2024 | ||||||||||||||
| (in thousands of euros) | Book value on the statement of financial position | Financial assets carried at fair value through profit or loss | Assets and liabilities carried at amortized cost | Fair value (1) | ||||||||||
| Non-current financial assets | ||||||||||||||
| Non-current financial assets | ||||||||||||||
| Trade receivables | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Total assets | ||||||||||||||
| Financial liabilities | ||||||||||||||
| Non-current financial liabilities | ||||||||||||||
| Current financial liabilities | ||||||||||||||
| Trade payables and other payables | ||||||||||||||
| Total liabilities | ||||||||||||||
(1)The fair value of current and non-current financial liabilities including loans, repayable advances from Bpifrance, the EIB loan and the HSBC and Bpifrance state-guaranteed loans, was assessed using unobservable “level 3” inputs, in the IFRS 13 classification for fair value.
Management of financial risks
The principal financial instruments held by the Company are instruments classified as cash and cash equivalents. These instruments are managed with the objective of enabling the Company to finance its business activities. The Company's policy is to not use financial instruments for speculative purposes. It does not use derivative financial instruments.
The principal financial risks faced by the Company are liquidity, foreign currency exchange, interest rate and credit risks.
Liquidity risk
Liquidity risk arises from the Company’s financial liabilities and significant expenses related to development and manufacturing of nanotechnology products and conducting clinical studies.
The Company’s operations have consumed substantial amounts of cash since its inception. Developing pharmaceutical product candidates, including conducting clinical trials, is expensive, lengthy and risky, and the Company expects to continue to incur significant losses in the near term. Accordingly, the Company will continue to
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require substantial additional capital to continue its clinical development activities and potentially engage in commercialization activities.
Liquidity risk management aims to ensure that the Company has access to sufficient liquidity and financial resources to be able to meet present and future obligations.
The Company prepares short‑term cash forecasts and annual operating cash flow forecasts as part of its budget procedures.
Prudent liquidity risk management involves maintaining sufficient liquidity, having access to financial resources through appropriate credit facilities and being able to unwind market positions.
At the date of these consolidated financial statements, the Company estimates, given its current cost structure and its projected expenditure commitments, to be able to finance its activities into mid-2026 (see Note 2. – General information, statement of compliance and basis of presentation for more details).
Foreign Currency Exchange Risk
The functional currency of Nanobiotix S.A. is the euro. Exposure to foreign currency exchange risk is mainly derived from certain of its revenue and bank accounts denominated in U.S dollars. Under the global license Agreement with Janssen, and the Asia Licensing Agreement (former LianBio contract) the Company has received payments in U.S dollars. Additionally, the Company is also exposed through intragroup transactions between Nanobiotix S.A. and its U.S. subsidiary for which the functional currency is the U.S. dollar, as well as trade relations with customers and suppliers outside the euro zone.
At this stage of its development, the Company does not use hedging to protect its business against exchange rate fluctuations. However, a significant increase in its business activity outside the euro zone could lead to a greater exposure to foreign currency exchange risk as the Company’s operating capital requirements are mainly denominated in euro. If this occurs, the Company may implement a suitable hedging policy for these risks.
Credit risk
Credit risk arises from cash and cash equivalents, derivative instruments and deposits with banks and other financial institutions as well as from exposure to customer credit, in particular unpaid receivables and transaction commitments.
The credit risk related to cash and cash equivalents and to current financial instruments is not material given the rating and size of the relevant financial institutions.
The Company’s exposure to credit risk chiefly stems from trade receivables related to its customer (Janssen) as of June 30, 2025. Due to the limited number of customers, the Company appropriately monitors its receivables and their payment and clearance. The Company enters into such transactions only with highly reputable, financially sound counterparts.
Interest rate risk
The Company's exposure to interest rate risk is primarily related to cash equivalents and investment securities, which consist of term deposits. Changes in interest rates have a direct impact on the interest earned from these investments and the cash flows generated.
As of June 30, 2025, loans issued by the Company are exclusively fixed rate loans and thus our exposure to interest rate and market risk is deemed low.
Variable interests on the EIB loan are royalty-based and are not subject to market rate risks.
16. Revenue and other income
The revenue recognition accounting principles used to prepare the unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025, are identical to those used for the year ended December 31, 2024, as completed below.
Further to the agreements signed during the fourth quarter of 2024 detailing the terms for the transfer of the sponsorship of the ongoing NANORAY-312 Phase 3 pivotal trial in head and neck cancer to Janssen (See Note 16 –
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Revenues and other income to the consolidated financial statements as of and for the year ended December 31, 2024), the Company signed an amendment letter with Janssen BV on March 17, 2025.
The amendment letter provides that Janssen will ultimately assume nearly all remaining costs for the ongoing pivotal Phase 3 trial through completion, except for a limited portion of costs that will continue to be covered by the Company.
This amendment aims to improve the Company’s short-term cash runway by:
•reducing its obligation to make payments that were probable in the short term for the ongoing NANORAY-312 Phase 3 pivotal trial development costs; and
•revising potential future milestone payments for a total of $105 million under both the Janssen License Agreement and the Asia Licensing Agreement,
This amendment letter has been considered and accounted for as a contract modification under IFRS 15, which modifies the remaining transaction prices of both Janssen License Agreement and Asia Licensing Agreement, originally treated as separate contracts for IFRS 15 purposes. As there are price interdependencies between the two effects of the amendment as described above, the contract modification has been applied to both agreements.
The amendment does not change the scope of the initial contracts but the overall impact of the contract modification is a significant increase in the remaining constrained transaction price of the combined agreements (Janssen Agreement and Asia Licensing Agreement) while the constraint continues to apply to milestone payments.
The net positive impact on the constrained transaction price on the Janssen Agreement was recognized as a cumulative catch-up adjustment, as the remaining goods or services under the license agreement are not distinct. As a result, revenue for the six-month period ended June 30, 2025, included a one-off positive impact of €21.2 million, directly attributable to the contract modification as described above.
In accordance with IFRS 15, the funding obligation towards Janssen was reduced to a net refund liability amounting to €7.4 million as of June 30, 2025. See Note 14.4 – Refund liabilities.
The combined effects of the amendment on the two license agreements resulted also in the allocation of €18.1 million of the constrained transaction price to the Asia Licensing Agreement, which was recognized as the related contract liability since the delivery of the related performance obligation has not yet commenced. See Note 14.3 – Deferred income and Contract liabilities.
Detail of revenue and other income
The following table summarizes the Company’s revenue and other income per category for the six-month period ended June 30, 2025 and 2024:
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Services | |||||||||||
| Other sales | |||||||||||
| Total revenue | |||||||||||
| Research tax credit | |||||||||||
| Subsidies | |||||||||||
| Other | |||||||||||
| Total other income | |||||||||||
| Total revenue and other income | |||||||||||
Total Revenues
As of June 30, 2025, the Total Revenue reached €24.9 million, composed of:
•the line ‘Services’ includes (i) a one-off positive revenue of €21.2 million recognized over the six-month period ended June 30, 2025 directly attributable to the contract modification impact occurred during the first half of 2025, that counterbalances the negative revenue impact recognized in fiscal year 2024 : the amendments signed during the last quarter of 2024 had significantly reduced the transaction price of the license agreement as the R&D service performance obligation was replaced with a funding obligation for the Company towards Janssen, while the amendment letter executed in March 2025 did not impact the scope of the Company's performance obligations but increased the remaining transaction price of the global
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license agreement, (ii) and other ‘Services’ revenue linked to technology transfer and technical assistance recharge to Janssen for €0.4 million.
•€3.4 million of ‘Other Sales’ related to products clinical supplies to Janssen for the six-month period ended June 30, 2025.
For the six month period ended June 30, 2024, the €6.2 million Total Revenue mainly includes (i) ‘Services’ revenue linked to the assignment of the license to Janssen and the rendered R&D services in proportion of the completion of the ongoing studies, totaling €2.7 million; (ii) ‘Services’ revenue linked to technology transfer and technical assistance recharge for €1.1 million; (iii) and €2.4 million of ‘Other Sales’ related to products clinical supplies to Janssen.
Research tax credit
Research tax credit decreased from €2.3 million in 2024 to €1.6 million in 2025 due mainly due to the exclusion of a major vendor from the CIR scope in 2025.
Subsidies
Subsidies include the Bpifrance Deep Tech Grant received by the Company, €67 thousand recognized as other income for the half-year ended June 30, 2025, as compared to €36 thousand for the half-year ended June 30, 2024.
Other
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17. Operating expenses
17.1 RESEARCH AND DEVELOPMENT EXPENSES
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Purchases, sub-contracting and other expenses | ( | ( | |||||||||
| Payroll costs (including share-based payments) | ( | ( | |||||||||
| Depreciation, amortization and provision expenses(1) | ( | ( | |||||||||
| Total research and development expenses | ( | ( | |||||||||
(1)see Note 17.4 Depreciation, amortization and provision expenses
Purchases, sub-contracting and other expenses decreased by €7.6 million for the six-month period ended June 30, 2025 as compared to the same period in 2024. This favorable variance is mainly related to the transfer of sponsorship of the 312 study to Janssen, including the amendment of the Janssen Agreement signed in March 2025, resulting in the removal of funding obligations on the 312 study.
R&D Payroll costs increased by €0.2 million, or by 3.7 % for the six-month period ended June 30, 2025 as compared with the same period in 2024, which is mainly due to the phasing of social charges expenses related to stock options granted between 2025 and 2024 for €0.2 million.
17.2 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Purchases, fees and other expenses | ( | ( | |||||||||
| Payroll costs (including share-based payments) | ( | ( | |||||||||
| Depreciation, amortization and provision expenses (1) | ( | ||||||||||
| Total SG&A expenses | ( | ( | |||||||||
(1)see Note 17.4 Depreciation, amortization and provision expenses
Purchases, fees and other expenses increased by €0.2 million for the six-month period ended June 30, 2025 as compared to the same period in 2024, as SG&A expenses were closely monitored and remained overall in line with prior year.
SG&A payroll costs increased by €0.7 million, or 11.1 %, for the six-month period ended June 30, 2025 as compared to the same period in 2024. This variation is mainly due to the phasing of social charges expenses related to stock options granted for €0.3 million, and severance expenses following some resources reallocation for €0.2 million.
SG&A depreciation expenses decreased by €0.4 million following reversal of provision recorded during the first half off 2025 due to litigation settlement.
17.3 PAYROLL COSTS
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Wages and salaries | ( | ( | |||||||||
| Payroll taxes | ( | ( | |||||||||
| Share-based payments | ( | ( | |||||||||
| Retirement benefit obligations | ( | ( | |||||||||
| Total payroll costs | ( | ( | |||||||||
| Average headcount | |||||||||||
| End-of-period headcount | |||||||||||
F-25
As of June 30, 2025, the Company had 103 employees, including 72 in R&D and 31 in selling, general and administrative expenses, compared to 110 as of June 30, 2024, including 77 in R&D and 33 in selling, general and administrative expenses.
Wages and salaries remained stable for the six-month period ended June 30, 2025 as compared to the same period in 2024.
In the first half of 2025, related payroll taxes increased by 22.9 %, or by €0.8 million, mainly due to the phasing of social charges expenses related to stock options granting for €0.5 million.
In accordance with IFRS 2 – Share-based Payment, the share-based payment expense recognized in the statement of consolidated operations reflects the amortization of the fair value of the granted awards over the service period. The share-based payment expenses amounted to €2.2 million for the period ended June 30, 2025, as compared with €1.9 million as of June 30, 2024 (see Note 18 - Share-based payments).
17.4 DEPRECIATION, AMORTIZATION AND PROVISION EXPENSES
Depreciation, amortization and provision expenses by function are detailed as follows:
| For the six month period ended June 30, 2025 | |||||||||||
| (in thousands of euros) | R&D | SG&A | Total | ||||||||
| Amortization expense of intangible assets | ( | ( | ( | ||||||||
| Amortization expense of tangible assets | ( | ( | ( | ||||||||
| Reversal of provision for disputes and charges | |||||||||||
| Provision for disputes and charges | ( | ( | ( | ||||||||
| Total depreciation, amortization and provision expenses (except IAS 19) | ( | ( | |||||||||
Total Provision for retirement benefit obligations (IAS 19) (1) | ( | ( | ( | ||||||||
| Total depreciation, amortization and provision expenses | ( | ( | |||||||||
| For the six month period ended June 30, 2024 | |||||||||||
| (in thousands of euros) | R&D | SG&A | Total | ||||||||
| Amortization expense of intangible assets | ( | ( | |||||||||
| Amortization expense of tangible assets | ( | ( | ( | ||||||||
| Reversal of provision for disputes and charges | |||||||||||
| Provision for disputes and charges | ( | ( | ( | ||||||||
| Total depreciation, amortization and provision expenses (except IAS 19) | ( | ( | ( | ||||||||
Total Provision for retirement benefit obligations (IAS 19) (1) | ( | ( | ( | ||||||||
| Total depreciation, amortization and provision expenses | ( | ( | ( | ||||||||
(1) Details of the provision for retirement benefit obligations are provided in note 11
17.5 OTHER OPERATING INCOME AND EXPENSES
| For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Other non recurring expenses | ( | ( | |||||||||
| Other non recurring income | |||||||||||
| Total other operating income and expenses | ( | ( | |||||||||
As of June 30, 2025, the Company has not recorded any material other operating income and expenses.
As of June 30, 2024, the other non recurring expenses mainly relates to some employment termination indemnities for €129 thousand.
F-26
18. Share-based payments
Detail of share-based payments
The Company has granted stock options (OSA), founders’ warrants (BSPCE), warrants (BSA), and free shares (AGA) to corporate officers, employees, members of the Executive and Supervisory Board and consultants of the Group. In certain cases, exercise of the stock options, founders’ warrants and warrants is subject to performance conditions. The Company has no legal or contractual obligation to pay the options in cash.
The number of stock options, founders’ warrants, warrants and free shares outstanding on June 30, 2025 and their main characteristics, are detailed below:
Founders’ warrants outstanding as of June 30, 2025
| BSPCE 2015-1 | BSPCE 2015-3 | BSPCE 2016 O | BSPCE 2016 P | BSPCE 2017 O | BSCPE 2017 | |||||||||||||||
| Date of the shareholders' meeting | 18-Jun-14 | 18-Jun-14 | 25-Jun-15 | 25-Jun-15 | 23-Jun-16 | 23-Jun-16 | ||||||||||||||
| Date of grant by the Executive Board | 10-Feb-15 | 10-Jun-15 | 2-Feb-16 | 2-Feb-16 | 7-Jan-17 | 7-Jan-17 | ||||||||||||||
| Total number of BSPCEs authorized | ||||||||||||||||||||
| Total number of BSPCEs granted | ||||||||||||||||||||
| Total number of shares to which the BSPCE were likely to give right on the date of their grant | ||||||||||||||||||||
| the number of which that may be subscribed by corporate officers: | — | |||||||||||||||||||
| the number that can be subscribed by Laurent LEVY | — | |||||||||||||||||||
| Number of beneficiaries who are not corporate officers | ||||||||||||||||||||
| Starting date for the exercise of the BSPCE | 02/10/2016 | 06/10/2016 | 02/02/2017 | 02/02/2016 | 01/07/2017 | 01/07/2017 | ||||||||||||||
| BSPCE expiry date | 02/10/2025 | 06/10/2025 | 02/02/2026 | 02/02/2026 | 01/07/2027 | 01/07/2027 | ||||||||||||||
| BSPCE exercise price | € | € | € | € | € | € | ||||||||||||||
Number of shares subscribed as of June 30, 2025 | ||||||||||||||||||||
Total number of BSPCEs lapsed or cancelled as of June 30, 2025 | ||||||||||||||||||||
Total number of BSPCEs outstanding as of June 30, 2025 | ||||||||||||||||||||
Total number of shares available for subscription as of June 30, 2025 | ||||||||||||||||||||
| Maximum total number of shares that may be subscribed for upon exercise of all outstanding BSPCEs (assuming that all the conditions for the exercise of the related BSPCEs are met) | ||||||||||||||||||||
F-27
Warrants outstanding as of June 30, 2025
| BSA 2015-1 | BSA 2015-2 (a) | BSA 2018-2 | BSA 2019-1 | BSA 2020 | BSA 2021 (a) | |||||||||||||||||||||
| Date of the shareholders’ meeting | 18-Jun-14 | 18-Jun-14 | 23-May-18 | 23-May-18 | 11-Apr-19 | 30-Nov-20 | ||||||||||||||||||||
| Date of grant by the Executive Board | 10-Feb-15 | 25-Jun-15 | 27-Jul-18 | 29-Mar-19 | 17-Mar-20 | 20-Apr-21 | ||||||||||||||||||||
| Maximum number of BSAs authorized | ||||||||||||||||||||||||||
| Total number of BSAs granted | ||||||||||||||||||||||||||
| Number of shares to which the BSA were likely to give right on the date of their grant | ||||||||||||||||||||||||||
| including the total number of shares that may subscribed by the corporate officers of the Company | — | — | — | |||||||||||||||||||||||
| Relevant officers: | ||||||||||||||||||||||||||
| Anne-Marie GRAFFIN | — | — | — | |||||||||||||||||||||||
| Enno SPILLNER | — | — | — | |||||||||||||||||||||||
| Alain HERRERA | — | — | — | |||||||||||||||||||||||
| Gary PHILLIPS | — | — | — | — | — | — | ||||||||||||||||||||
| Number of beneficiaries who are not corporate officers | ||||||||||||||||||||||||||
| Starting date for the exercise of the BSA | 02/10/2015 | 06/25/2015 | 07/27/18 | 03/29/19 | 03/17/20 | 04/20/21 | ||||||||||||||||||||
| BSA expiry date (6) | 02/10/2025 | 06/25/2025 | 07/27/28 | 03/29/29 | 03/17/30 | 04/20/31 | ||||||||||||||||||||
| BSA issue price | € | € | € | € | € | € | ||||||||||||||||||||
| Exercise price per BSA | € | € | € | € | € | € | ||||||||||||||||||||
Number of shares subscribed as of June 30, 2025 | ||||||||||||||||||||||||||
Total number of forfeited or cancelled BSAs as of June 30, 2025 | ||||||||||||||||||||||||||
Total number of BSAs outstanding as of June 30, 2025 | ||||||||||||||||||||||||||
Total number of shares available for subscription as of June 30, 2025 (considering the conditions of exercise of the BSAs) | ||||||||||||||||||||||||||
| Maximum total number of shares that may be subscribed for upon exercise of all outstanding BSAs (assuming that all the conditions for the exercise of said BSAs are met) | ||||||||||||||||||||||||||
Stock options outstanding as of June 30, 2025
F-28
OSA 2016-1 P | OSA 2016-2 | OSA 2017 O | OSA 2018 | OSA 2019-1 | OSA 2019 LLY | OSA 2020 | OSA 2021-04 O | |||||||||||||||||||
| Date of the shareholders’ meeting | 25-Jun-15 | 23-Jun-16 | 23-Jun-16 | 14-Jun-17 | 23-May-18 | 11-Apr-19 | 11-Apr-19 | 30-Nov-20 | ||||||||||||||||||
| Date of grant by the Executive Board | 02-Feb-16 | 03-Nov-16 | 07-Jan-17 | 6-Mar-18 | 29-Mar-19 | 24-Oct-19 | 11-Mar-20 | 20-Apr-21 | ||||||||||||||||||
| Total number of OSAs authorized | ||||||||||||||||||||||||||
| Total number of OSAs granted | ||||||||||||||||||||||||||
| Total number of shares to which the OSAs were likely to give right on the date of their grant | ||||||||||||||||||||||||||
| including the number that may be subscribed or purchased by corporate officers: | — | — | — | — | — | — | ||||||||||||||||||||
| the number that can be subscribed by Laurent LEVY | — | — | — | — | — | — | ||||||||||||||||||||
| the number that can be subscribed by Anne-Juliette HERMANT | — | — | — | — | — | — | — | |||||||||||||||||||
| the number that can be subscribed by Bart VAN RHIJN | — | — | — | — | — | — | — | — | ||||||||||||||||||
the number that can be subscribed by Louis KAYITALIRE | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Number of beneficiaries who are not corporate officers | — | |||||||||||||||||||||||||
| Starting date for the exercise of the OSA | 02/02/2017 | 11/03/2017 | 01/08/2018 | 03/07/2019 | 03/30/2021 | 10/24/2019 | 03/11/2021 | 04/20/22 | ||||||||||||||||||
| OSA expiry date | 02/02/2026 | 11/03/2026 | 01/07/2027 | 03/06/2028 | 03/29/2029 | 10/24/2029 | 03/11/2030 | 04/20/31 | ||||||||||||||||||
| Exercise price per OSA | € | € | € | € | € | € | € | € | ||||||||||||||||||
Number of shares subscribed as of June 30, 2025 | ||||||||||||||||||||||||||
Total number of lapsed or cancelled OSAs as of June 30, 2025 | ||||||||||||||||||||||||||
Total number of OSAs outstanding as of June 30, 2025 | ||||||||||||||||||||||||||
Maximum number of shares available for subscription as of June 30, 2025 (given the vesting conditions of the OSAs) | ||||||||||||||||||||||||||
| Maximum total number of shares that may be subscribed for upon exercise of all outstanding OSAs (assuming that all the conditions for the exercise of said OSAs are met) | ||||||||||||||||||||||||||
F-29
OSA 2021-04 P | OSA 2021-06 P | OSA 2021-06 O | OSA 2022-06 P | OSA 2022-06 O | OSA 2023-01 O | OSA 2024-01 O | OSA 2025-01 O | OSA 2025-02 O | |||||||||||||||||||||
| Date of the shareholders’ meeting | 30-Nov-20 | 30-Nov-20 | 28-Apr-21 | 30-Nov-20 | 28-Apr-21 | 20-jun-2023 | 20-Jul-23 | 28-May-2024 | 28-May-2024 | ||||||||||||||||||||
| Date of grant by the Executive Board | 20-Apr-21 | 21-Jun-21 | 21-Jun-21 | 22-Jun-22 | 22-Jun-22 | 20-Jul-23 | 23-May-24 | 18-Feb-25 | 16-May-25 | ||||||||||||||||||||
| Total number of OSAs authorized | |||||||||||||||||||||||||||||
| Total number of OSAs granted | |||||||||||||||||||||||||||||
| Total number of shares to which the OSAs were likely to give right on the date of their grant | |||||||||||||||||||||||||||||
| including the number that may be subscribed or purchased by corporate officers: | — | ||||||||||||||||||||||||||||
| the number that can be subscribed by Laurent LEVY | — | — | — | ||||||||||||||||||||||||||
| the number that can be subscribed by Anne-Juliette HERMANT | — | — | — | ||||||||||||||||||||||||||
| the number that can be subscribed by Bart VAN RHIJN | — | — | |||||||||||||||||||||||||||
the number that can be subscribed by Louis KAYITALIRE | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Number of beneficiaries who are not corporate officers | — | — | |||||||||||||||||||||||||||
| Starting date for the exercise of the OSA | 04/20/22 | 06/21/22 | 06/21/22 | 06/22/23 | 06/22/23 | 7/20/2023 | 5/23/2024 | 2/18/2025 | 5/16/2025 | ||||||||||||||||||||
| OSA expiry date | 04/20/31 | 06/21/31 | 06/21/31 | 06/22/32 | 06/22/32 | 7/20/2033 | 5/23/2034 | 2/18/2035 | 5/16/2035 | ||||||||||||||||||||
| Exercise price per OSA | € | € | € | € | € | € | € | € | € | ||||||||||||||||||||
Number of shares subscribed as of June 30, 2025 | |||||||||||||||||||||||||||||
Total number of lapsed or cancelled OSAs as of June 30, 2025 | |||||||||||||||||||||||||||||
Total number of OSAs outstanding as of June 30, 2025 | |||||||||||||||||||||||||||||
Maximum number of shares available for subscription as of June 30, 2025 (given the vesting conditions of the OSAs) | — | — | — | ||||||||||||||||||||||||||
| Maximum total number of shares that may be subscribed for upon exercise of all outstanding OSAs (assuming that all the conditions for the exercise of said OSAs are met) | |||||||||||||||||||||||||||||
F-30
Free shares outstanding as at June 30, 2025
AGA 2023 - P1 | AGA 2023 - P2 | |||||||
| Date of the shareholders’ meeting | 27-Jun-23 | 27-Jun-23 | ||||||
| Date of grant by the Executive Board | 27-Jun-23 | 27-Jun-23 | ||||||
| Total number of AGAs authorized | ||||||||
| Total number of AGAs granted | ||||||||
| Total number of shares to which the AGAs were likely to give right on the date of their grant | ||||||||
| including the number that can be subscribed by corporate officers: | ||||||||
| the number that can be subscribed by Laurent LEVY | ||||||||
| the number that can be subscribed by Anne-Juliette HERMANT | ||||||||
the number that can be subscribed by Bart VAN RHIJN | ||||||||
| Number of beneficiaries who are not corporate officers | ||||||||
| Date of acquisition (end of the acquisition period) | 06/27/25 | 06/27/25 | ||||||
Number of shares subscribed as of June 30, 2025 | ||||||||
Total number of AGAs lapsed or cancelled as of June 30, 2025 | ||||||||
Total number of AGAs outstanding as of June 30, 2025 | ||||||||
| Total number of shares that may be subscribed | ||||||||
| Duration of the holding period | ||||||||
F-31
| BSPCE | BSA | OSA | Total | |||||||||||||||||||||||||||||
| Total number of shares underlying grants outstanding as of June 30, 2025 | ||||||||||||||||||||||||||||||||
The measurement methods used to estimate the fair value of stock options and warrants are described below:
•The exercise price is based on the share price at the grant date;
•The risk-free rate was determined based on the average life of the instruments; and
•Volatility was determined based on a sample of listed companies in the biotechnology sector at the grant date and for a period equal to the life of the warrant or option.
The performance conditions for all of the plans were assessed as follows:
•Performance conditions unrelated to the market were analyzed to determine the likely exercise date of the warrants and options and expense was recorded accordingly based on the probability these conditions would be met; and
•Market-related performance conditions were directly included in the calculation of the fair value of the instruments.
As of June 30, 2025, the details of active share-based payment plans with remaining IFRS 2 expense are presented in the tables below, reflecting the assumptions related to the probability that the non-market performance conditions will be and the ongoing accounting impact for the period:
| OSA | Share price (in euros) | Exercise price (in euros) | Volatility | Maturity (in years) | Risk-free rate | Yield | Value of initial plan (in thousands of euros) | Expense for the first half of 2025 (in thousands of euros) | Expense for the first half of 2024 (in thousands of euros) | ||||||||||||||||||||
| OSA 2021-04 O | % | ( | |||||||||||||||||||||||||||
| OSA 2021-04 P | % | % | % | ||||||||||||||||||||||||||
| OSA 2021-06 O | % | ||||||||||||||||||||||||||||
| OSA 2021-06 P | % | % | % | ||||||||||||||||||||||||||
| OSA 2022-06 P | % | ||||||||||||||||||||||||||||
| OSA 2022-06 O | % | ||||||||||||||||||||||||||||
| OSA 2023-01 O | % | ||||||||||||||||||||||||||||
| OSA 2024-01 O | % | ||||||||||||||||||||||||||||
OSA 2025-01 O | % | ||||||||||||||||||||||||||||
OSA 2025-02 O | % | ||||||||||||||||||||||||||||
| Total OSA | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | ||||||||||||||||||||||
| AGA | Share price (in euros) | Exercise price (in euros) | Volatility | Maturity (in years) | Risk-free rate | Yield | Value of initial plan (in thousands of euros) | Expense for the first half of 2025 (in thousands of euros) | Expense for the first half of 2024 (in thousands of euros) | ||||||||||||||||||||
| AGA 2023 - P1 | n.a. | n.a. | % | ||||||||||||||||||||||||||
| AGA 2023 - P2 | n.a. | n.a. | % | ||||||||||||||||||||||||||
| Total AGA | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. | ||||||||||||||||||||||
F-32
| (in thousands of euros) | BSPCE | BSA | OSA | AGA | Total | |||||||||||||||||||||||||||
| Expense for the year ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| (in thousands of euros) | BSPCE | BSA | OSA | AGA | Total | |||||||||||||||||||||||||||
| Expense for the year ended June 30, 2024 | ||||||||||||||||||||||||||||||||
F-33
19. Net financial income (loss)
For the six month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Income from cash and cash equivalents | |||||||||||
| Foreign exchange gains | |||||||||||
| Total financial income | |||||||||||
| Interest costs | ( | ( | |||||||||
Net impact of accretion, discounting and catch-up on EIB loan | |||||||||||
Lease debt interests | ( | ( | |||||||||
| Foreign exchange losses | ( | ( | |||||||||
| Total financial expenses | ( | ( | |||||||||
Net financial income (loss) | ( | ||||||||||
Income from cash and cash equivalents
For the six month period ended June 30, 2025, the €0.6 million income from cash and cash equivalents was related to short-term deposits compared to €1.5 million for the six month period ended June 30, 2024.
Interests costs
For the six month period ended June 30, 2025, total interest costs amount to €4.2 million, mainly due to interest costs on the EIB loan (see Note 13 - Financial liabilities) which consists of fixed and variable rate interests of €4.1 million.
For the six month period ended June 30, 2024, total interest costs amount to €3.8 million, mainly due to interest costs on the EIB loan which consists of fixed and variable rate interests of €3.7 million.
Net impact of accretion and discounting and catch-up on EIB loan
For the six month period ended June 30, 2025, the P&L net positive impact of accretion and discounting on EIB loan of €1.0 million corresponding to (i) the decrease in estimated debt outflows beyond 2024 - before discounting effect - resulting in a €2.4 million positive P&L effect, (ii) partially offset by -€1.4 million of discounting negative effect (See Note 13 - Financial Liabilities).
For the six month period ended June 30, 2024, the P&L net positive impact of accretion and discounting on EIB loan of €2.7 million corresponding to €13.5 million discounting positive effect, partially offset by the increase in estimated debt outflows beyond 2023 - before discounting effect - resulting in a €10.8 million negative P&L effect, due to the revised forecasts of net sales and the revised forecasts of the upfront and milestone payments related to the consideration of the license agreement signed with Janssen signed on July 7, 2023. (See Note 13 - Financial Liabilities).
Foreign exchange gains and losses
For the six month period ended June 30, 2025, the company incurred net foreign exchange exchange loss of €3.6 million, mainly related to the EUR conversion impact on short term USD deposits for €3.5 million.
For the six month period ended June 30, 2024, the Company incurred net foreign exchange gains of €1.6 million mainly related to the short term USD deposits for €1.1 million, and to the appreciation of the USD on HSBC bank current account denominated in U.S. dollars for €0.5 million.
20. Segment reporting
In accordance with IFRS 8 – Operating Segments, reporting by operating segment is derived from the internal organization of the Company’s activities; it reflects management’s viewpoint and is established based on internal reporting used by the chief operating decision maker (the Company’s Chairman and the members of the Executive and Supervisory Board) to allocate resources and to assess performance. The Company operates in a single operating segment: research and development in product candidates that harness principles of physics to transform
F-34
21. Loss per share
For the six month period ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net loss for the period (in thousands of euros) | ( | ( | |||||||||
| Weighted average number of shares | |||||||||||
| Basic loss per share (in euros) | ( | ( | |||||||||
| Diluted loss per share (in euros) | ( | ( | |||||||||
Instruments providing deferred access to the capital (stock options, founders' warrants and warrants) are considered to be anti-dilutive because they result in a decrease in the loss per share. Therefore, diluted loss per share is identical to basic loss per share as all equity instruments issued, representing a total of 5,158,881 potential additional ordinary shares, have been considered antidilutive.
22. Commitments
The off-balance sheet commitments have not changed significantly since December, 31, 2024, except for the following:
Commitments related to the master services agreement with Janssen dedicated to the clinical manufacturing of JNJ-1900 (NBTXR3)
On December 22, 2023, the Company entered into a master services agreement (“MSA”) with Janssen which includes the clinical manufacturing and the supply of products to be provided by the Company, as well as technical expertise and development services in the field of the territory, as defined in the global licensing, co-development, and commercialization agreement signed in July 2023.
Under this MSA, the Company already received as of June 30, 2025 purchase orders from Janssen (a) for the delivery of raw materials and JNJ-1900 (NBTXR3) clinical and technical batches planned to be delivered during the second half of 2025 amounting to €6.1 million and (b) for the technology transfer and related technical assistance services amounting to €0.2 million.
23. Related parties
Key management personnel compensation
The compensation presented below, granted to the members of the Executive Board and Supervisory Board was recognized in expenses over the period shown:
For the six-month period ended June 30, | |||||||||||
| (in thousands of euros) | 2025 | 2024 | |||||||||
| Salaries, wages and benefits | |||||||||||
| Share-based payments | |||||||||||
| Supervisory Board’s fees | |||||||||||
| Total compensation to related parties | |||||||||||
The methods used to measure share-based payments are presented in Note 18 -Share-based payments of the Company’s consolidated financial statements as of and for the year ended December 31, 2024.
Related parties
As of June 30, 2025, Johnson & Johnson Innovation – JJDC, an affiliate of Janssen, beneficially owns approximately 11.66 % of the outstanding ordinary shares of Nanobiotix. Nanobiotix and Janssen are parties to the Janssen Agreement, the “TSA” and the “AAA”, each as described in the consolidated financial statements prepared for the year ended December 31, 2024). Accordingly Janssen may be considered a related party of Nanobiotix.
F-35
For the six month period ended June 30, 2025, the Company continued to support Janssen in execution of NANORAY-312 clinical study during the transition process and following the sponsorship transfer and conducted transactions with Janssen (see Note 16 - Revenues and other income). The payments between the two companies as well as the liabilities and receivables are as follows:
As of June 30, 2025 | ||||||||
| (in thousands of euros) | Payments | Assets/(Liabilities) | ||||||
| Collection (Janssen towards Nanobiotix SA) / Receivables | ||||||||
| Payments (Nanobiotix SA towards Janssen) / Payables | ( | |||||||
| Total | ( | |||||||
24. Subsequent events
None.
F-36
FAQ
What was Nanobiotix (NBTX) total revenue for H1 2025 and what drove it?
Total Revenue was €24.9 million, primarily driven by a one‑off €21.2 million cumulative catch‑up from a contract modification with Janssen recognized in H1 2025.
How much cash did Nanobiotix have on June 30, 2025 and how long will it last?
The company had €28.8 million of cash and equivalents as of June 30, 2025 and estimates this funds operations into mid‑2026 under its current plan.
Does Nanobiotix report a going concern issue for NBTX?
Yes. Management states a material uncertainty exists about its ability to continue as a going concern absent additional funding of approximately €8–10 million within the next 12 months.
What changed under the March 17, 2025 amendment with Janssen?
The amendment transfers almost full financial responsibility for the NANORAY‑312 Phase 3 trial to Janssen, reduces certain future milestone obligations owed to Nanobiotix, and adjusts the total expected payments under the agreement to approximately $2.6 billion.
What are the company’s largest financial liabilities affecting NBTX?
The EIB loan is material: as of June 30, 2025 it was €43.5M at amortized cost with an estimated fair value of €46.5M and undiscounted expected cash outflows of about €97.8M, including estimated royalties and milestones.
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