ABIONYX Pharma Announces the Success of its Financing for a Total Maximum Amount of EUR 33 M

• Capital increase fully subscribed for a total amount of EUR 18.7 M through the issuance of 7,056,416 New Shares at a subscription price of EUR 2.65 per share
• Drawdown of the First Tranche of the Bonds Financing for an amount of EUR 10 M out of a total amount of EUR 14 M and issuance of the Warrants to Fenja Capital
• Subscription by existing shareholders for approximately 40% of the capital increase through the exercise of their subscription rights and fulfillment of their guarantee commitments
• Extension of the Company’s cash runway into Q4 2028 after drawdown of the second tranche of the Bonds Financing
• Full funding for Phase 2b clinical trial in sepsis and for Marketing Authorization Application (MAA) in LCAT Deficiency
• Settlement and delivery of the New Shares expected on June 22, 2026

TOULOUSE, France & FULLERTON, Calif.--(BUSINESS WIRE)--Regulatory News:

ABIONYX Pharma (FR0012616852 – ABNX – eligible for PEA-PME) (“Abionyx” or the “Company”), a next-generation biopharmaceutical company developing innovative therapies in sepsis and critical care based on its exclusive apoA-I technology platform, today announces the success of its capital increase with preferential subscription rights (the “Rights Issue”), launched on May 27, 2026, which has been subscribed at 100% after partial allocation of the guarantee commitments. The Company also announces the submission of the drawdown notice for the first tranche of non-convertible bonds (the “Bonds Financing” and, together with the Rights Issue, the “Transaction”) by Fenja Capital II A/S (“Fenja Capital”), an independent asset manager based in Denmark focused on investing in innovative companies in healthcare, biotech, and technology.

Cyrille Tupin, CEO of Abionyx Pharma, said:

“The successful completion of this Rights Issue, together with the bonds financing provided by Fenja Capital, represents a major milestone for ABIONYX Pharma. I would like to sincerely thank our existing shareholders for their continued loyalty, welcome our new investors, and express our gratitude to Fenja Capital for its confidence and commitment to our Company. We are particularly pleased to welcome the support of Fenja Capital as a financing partner in supporting this Rights Issue and in its first financing transaction in the French market.

By combining this successful equity financing with a substantial non-dilutive bond facility, we have strengthened our balance sheet and extended the Company's financial visibility. Abionyx management team remains fully focused on executing its clinical development plan and creating value through scientific and operational milestones.

Our engagement is clear: to accelerate the development of our biological drug candidate CER-001 in sepsis and LCAT Deficiency while continuing to pursue strategic partnerships. With the support of our shareholders and trusted partners such as Fenja Capital, Abionyx is ideally positioned to unlock the full potential of its apoA-I platform and deliver a new standard of therapies for patients with severe and life-threatening diseases, mainly in Sepsis.”

Results of the Rights Issue

1,869,148 shares were subscribed on an irreducible basis, corresponding to an exercise rate of preferential subscription rights of 26.5%. Subscription subject to reduction and free subscription amounted to respectively 241,624 and 57,098 shares and were fully allocated.

Since subscriptions on an irreducible and reducible basis represented less than 100% of the initial gross amount of the Rights Issue, the underwriting commitments from investors who undertook to subscribe for unsubscribed New Shares, for a maximum amount of EUR 18,690,000 and up to 100% of the initial gross amount, were partially called for 4,888,546 New Shares representing an amount of EUR 12,954,646.90.

The final gross amount of the Rights Issue amounts to EUR 18.7 M, resulting in the issuance of 7,056,416 New Shares (the “New Shares”).

Settlement and delivery of the New Shares will take place on June 22, 2026. The New Shares will carry immediate dividend rights. They will be fungible with the existing shares already traded on Euronext Paris. Admission of the New Shares to trading is also expected on June 22, 2026, on the same trading line as the existing shares, ISIN code FR0012616852, ticker symbol: ABNX.

As from that date, the Company’s share capital will consist of 42,568,071 shares.

Impact of the Rights Issue on the situation of shareholders

The impact of the issuance of the New Shares on the equity stake of a shareholder who holds 1% of the Company’s share capital prior to the Rights Issue and who does not subscribe therefor would be as follows:

	Shareholder’s equity stake (%)
	Undiluted basis	Diluted basis^(1)
Before the issue of the New Shares resulting from this Rights Issue	1.00	0.85
After the issue of 7,056,416 New Shares resulting from this Rights Issue	0.83	0.73
After the issuance of an additional 2,240,424 New Shares in the event of exercise by Fenja Capital of all of its Warrants	0.79	0.70
(1) On a diluted basis taking into account all outstanding dilutive instruments, excluding the Warrants issued in the context of the Bonds Financing.

Impact of the Rights Issue on shareholders’ equity

The impact of the issuance of the New Shares on shareholders’ equity per share (calculated on the basis of consolidated shareholders’ equity as of December 31, 2025) is as follows:

	Shareholders’ equity per share (EUR)
	Undiluted basis	Diluted basis^(1)
Before the issue of the New Shares resulting from this Rights Issue	EUR 0.12	EUR 0.55
After the issue of 7,056,416 New Shares resulting from this Rights Issue	EUR 0.54	EUR 0.63
After the issuance of an additional 2,240,424 New Shares in the event of exercise by Fenja Capital of all of its Warrants	EUR 0.70	EUR 0.76
(1) On a diluted basis taking into account all outstanding dilutive instruments, excluding the Warrants issued in the context of the Bonds Financing.

Impact of the Rights Issue on the shareholder structure

Following the Rights Issue, the Company’s share capital will consist of 42,568,071 shares with a nominal value of EUR 0.05 each, representing a share capital of 2,128,403.55 euros, and the shareholder structure will, to the Company’s knowledge, be as follows:

	Before completion of the Rights Issue			After completion of the Rights Issue
	Number of shares (undiluted)	% of voting rights (undiluted)	% of voting rights (undiluted)	Number of shares (undiluted)	% of capital (undiluted)	% of voting rights (undiluted)
DOMUNDI SAS (repr. by Mr. Emmanuel Huynh)	4,392,430	12.37%	16.09%	4,430,165	10.41%	13.98%
ORSAY 53 (repr. by Mr. Jean-Gérard Galvez)	2,331,000	6.56%	5.18%	2,481,943	5.83%	4.77%
Luc Demarre	2,003,586	5.64%	8.55%	2,022,453	4.75%	7.43%
Cyrille Tupin	1,592,214	4.48%	6.26%	1,592,214	3.74%	5.41%
Christian Chavy	195,246	0.55%	0.67%	195,246	0.46%	0.58%
Sadok Belmokhtar	2,095,810	5.90%	4.66%	2,095,810	4.92%	4.03%
Fenja Capital II A/S	0	0.00%	0.00%	1,002,579	2.36%	1.93%
Free Float	22,671,794	63.84%	58.59%	28,518,086	66.99%	61.87%
Treasury shares*	229,575	0.65%	0.00%	229,575	0.54%	0.00%
TOTAL	35,511,655	100.00%	100.00%	42,568,071	100.00%	100.00%
* Non-voting treasury shares held by the Company as of May 26, 2026

Lock-up

In connection with the Transaction, the Company’s board members and executive officers are subject to a contractual lock-up for a period of 90 days, subject to customary exceptions. The Company has also agreed to be bound by a contractual lock-up for a period of 90 days, subject to customary exceptions. The Guarantors who are not directors or corporate officers are not subject to any specific lock-up undertaking.

Bonds Financing and Issuance of Warrants

In parallel with the Rights Issue, the Company has executed a subscription agreement with Fenja Capital and submitted a drawdown notice for the first tranche of the Bonds Financing for a nominal amount of EUR 10 M to Fenja Capital. The issuance of the First Tranche Bonds is expected on June 25, 2026.

The Second Tranche, in a nominal amount of EUR 4 M, may be drawn during the fourth quarter of 2026, subject in particular to the condition that the amount of outstanding Bonds (including the Second Tranche) represents no more than 10% of the Company’s average market capitalisation over the 10 trading sessions prior to drawdown and that the average trading liquidity of the shares over 10 trading sessions is at least EUR 250,000 per day. Furthermore, the amount available for drawdown will be reduced by any amount allotted to Fenja Capital in the Rights Issue as a result of its subscription undertaking that has not been divested by Fenja Capital at the date of drawdown of the Second Tranche.

The Bonds must be repaid in full on May 26, 2028 (the “Maturity Date”). The Maturity Date may be extended to up to November 26, 2028, subject to mutual agreement between the Company and Fenja Capital. The Bonds shall accrue interest at an annual rate equal to three-month EURIBOR (with a floor of 2.00%) plus an interest margin of 3.00% per annum. Interest payments are made quarterly.

The Bonds may be prepaid by the Company at any time without penalty.

As part of the Bonds Financing, 2,240,424 Warrants will be issued free of charge to Fenja Capital, exercisable for ordinary shares corresponding to a total dilution of 5.00% based on the total number of ordinary shares outstanding in the Company immediately after completion of the Transaction, i.e., a maximum number of 2,240,424 new shares. The Warrants have a five-year term commencing on their date of issuance and are immediately exercisable. The initial exercise price of the Warrants is EUR 3.71 per new share (i.e., 140% of the subscription price of the New Shares).

The Bonds and the Warrants will not be listed on any market.

Reasons for the Transaction and Use of Proceeds (reminder)

In addition to its existing cash resources, the Company intends to use the net proceeds from the Transaction, estimated at approximately EUR 25.2 M, as follows:

• EUR 10 M to fund the Phase 2b clinical trial in sepsis, including manufacturing, with study initiation planned for 2026 and topline readout expected by the end of the first half of 2028;
• EUR 9 M to advance the LCAT Deficiency indication through submission of Marketing Authorization Application (MAA) to the EMA in early 2028, including associated CMC activities (two validation batches), regulatory costs, and potential initial commercial supply. The Company targets an EMA submission in early 2028 and Marketing Authorization in 2028, followed by FDA submission in 2029; and
• the remainder for general corporate purposes and working capital, including, as the case may be, the repayment of the debt incurred under the Bonds Financing, extending the Company’s cash runway into the third quarter of 2028 (extended into the fourth quarter of 2028 following the drawdown of the second tranche of the Bonds Financing).

Availability of the Annex IX Information Document

The Rights Issue did not require the publication of a prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”).

An information document has been prepared in connection with the Rights Issue in accordance with Annex IX of the Prospectus Regulation (the “Information Document”).

The Information Document may be consulted, subject to certain restrictions, on the Company’s website: https://www.abionyx.com/en/capital-increase. The Information Document does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been submitted for review and approval by the AMF.

Risk Factors

Investors are invited to consider the risk factors relating to ABIONYX described in the Company’s press release of May 27, 2026 as well as in Chapter 3 “Risk Factors” of the 2025 universal registration document filed with the French Financial Markets Authority (Autorité des Marchés Financiers — the “AMF”) under number D.26-0099 on March 17, 2026, which is available free of charge on the Company’s website (https://www.abionyx.com/fr/media-fr/communiques-de-presse) as well as on the AMF’s website (www.amf-france.org).

Financial and Legal Advisors

Stifel Europe is acting as Sole Global Coordinator on the Rights Issue and as Joint Bookrunner alongside CIC Corporate and Institutional Banking and TP ICAP. Stifel Europe is also acting as Sole Global Coordinator on the Bonds Financing. Orrick Herrington & Sutcliffe (Europe) LLP is acting as Transaction legal counsel.

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About ABIONYX Pharma

ABIONYX Pharma is a next-generation biopharma company pioneering a new therapeutic era in sepsis and critical care through breakthrough biotherapies that address life-threatening conditions with no effective treatments. Leveraging its proprietary apoA-I–based technology platform, ABIONYX Pharma develops innovative biologics and HDL-derived vectors that target the immune and inflammatory dysregulation underlying sepsis and other severe diseases. With a strong scientific foundation and a growing network of global clinical partners, ABIONYX Pharma aims to redefine the standard of care in sepsis and to bring critical care solutions to patients worldwide.

Forward-Looking Statements

This press release may contain certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this press release about future events are subject to, without limitation, (i) change without notice, (ii) factors beyond the Company’s control, (iii) clinical trial results, (iv) regulatory requirements, (v) increased manufacturing costs, (vi) market access, (vii) competition and (viii) potential claims on its products or intellectual property. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “objective,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. A description of these risks, contingencies and uncertainties can be found in the Company’s 2025 universal registration document. Furthermore, these forward-looking statements, forecasts and estimates are made only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company disclaims any obligation to update any forward-looking statements, forecasts or estimates to reflect any subsequent changes that the Company becomes aware of, except as required by law.

This press release has been prepared in French and English. In the event of any differences between the texts, the French language version shall prevail.

DISCLAIMER

This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Abionyx.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No communication or information in respect of the offering by the Company of its shares may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of any such restrictions by any person.

With respect to the Member States of the European Economic Area (including France) (the “Member States”), no action has been or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Member State. As a result, the securities of the Company may not and will not be offered in any Member State except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 1 of the Prospectus Regulation and/or to applicable regulations of that relevant Member State.

This press release constitutes a promotional communication and not a prospectus within the meaning of the Prospectus Regulation. Potential investors are invited to read the Information Document before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities concerned.

This document does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or any other jurisdiction where such offer may be restricted. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from registration under the Securities Act. The securities of the Company have not been and will not be registered under the Securities Act, and the Company does not intend to make a public offering of its securities in the United States.

The distribution of this document (which term shall include any form of communication) is restricted pursuant to Section 21 (Restrictions on “financial promotion”) of the Financial Services and Markets Act 2000 (“FSMA”). This document is only being distributed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments and who fall within the definition of investment professionals in Article 19(5) of the FSMA (Financial Promotion) Order 2005 (as amended) (the “Financial Promotion Order”), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom this communication may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons, and will be engaged in only with such persons in the United Kingdom.

This document may not be distributed, directly or indirectly, in or into the United States of America, Canada, Australia or Japan.