ABIONYX Pharma Announces the Settlement of an Anticipated Amortization Payment in Accordance With the Terms of Its Bonds Financing Agreement

• Anticipated amortization payment of EUR 1.75 million in principal under the Bonds financing
• EUR 0.52 million settled through the issuance of 331,299 new ordinary shares to Fenja Capital
• Unchanged projected cash runway into Q4 2028

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 (i) a partial repayment of the principal amount of the bonds subscribed by Fenja Capital II A/S (“Fenja”) and (ii) consequently, the pricing of a EUR 0.52 Million reserved capital increase of 331,299 new ordinary shares (the “New Shares”) to Fenja, at a subscription price of EUR 1.58103 per New Share, the subscription price of which is paid by way of set-off against the corresponding portion of its repayment receivable.

Partial Repayment of the Bonds

On May 26, 2026, the Company entered into a subscription agreement (the “Subscription Agreement”) with Fenja for an unsecured straight bonds financing of up to EUR 14 million (the “Bonds”).

In accordance with the Subscription Agreement, the Company is making a total amortization payment of EUR 1,750,000 in principal, comprising approximately 30% settled through the issuance of New Shares and approximately 70% paid in cash.

• The cash portion of EUR 1,226,206.34 will be paid on or before October 2, 2026. Interest accrued for the relevant period is paid concurrently in cash.
• The share portion of EUR 523,793.66 is settled through the issuance of 331,299 New Shares to Fenja at a subscription price of EUR 1.58103 per New Share, corresponding to the VWAP on September 30, 2026, less a 10% discount.
• Following completion of the repayment, the outstanding principal amount of the Bonds will be EUR 8,250,000.

Type of Issuance

The issuance consists of a capital increase with cancellation of shareholders’ preferential subscription rights reserved to Fenja, pursuant to the 21st resolution of the combined general meeting of June 30, 2026 (the “General Meeting”), implemented by the Board of Directors on October 1, 2026.

The New Shares are issued at a subscription price of EUR 1.58103 per share, within the limits set by the 21st resolution of the General Meeting. The subscription price corresponds to the lowest daily VWAP during the 10 trading days preceding the decision of the Board of Directors, namely EUR 1.7567, less a 10% discount.

The nominal amount of the capital increase is EUR 16,564.95, representing a nominal value of EUR 0.05 per New Share, together with an issue premium of EUR 507,228.71, representing EUR 1.53103 per New Share. The total amount of the capital increase, including the issue premium, is EUR 523,793.66.

Settlement by Way of Set-Off of Receivables

The subscription price of the New Shares is paid in full by way of set-off against certain, liquid, and due receivables (créances certaines, liquides et exigibles) held by Fenja against the Company in respect of the amortization payment. Such set-off, and the corresponding issuance and delivery of the New Shares to Fenja, is expected to occur on or about October 6, 2026, at which time the corresponding portion of Fenja’s repayment receivable will be fully extinguished.

Estimated Proceeds.

As the subscription price is paid by way of set-off, there will be no proceeds from the issuance of the New Shares.

Settlement and Delivery

The New Shares are expected to be admitted to trading on Euronext Paris on the same trading line as the Company’s existing shares, under ISIN FR0012616852, on or about October 6, 2026.

For a period of 60 days following delivery of the New Shares, Fenja is subject to a selling floor price equal to 80% of the lower of the subscription price and the 10-day VWAP preceding delivery.

The issuance is not subject to a prospectus requiring approval by the Autorité des Marchés Financiers (AMF), pursuant to the exemption under Article 1(5)(a) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

Dilution

The 331,299 New Shares to be issued will result in a dilution of approximately 0.77% of the share capital of the Company (on a non-diluted basis). On an illustrative basis, a shareholder holding 1% of the Company’s share capital before the issuance of the New Shares would hold a stake of 0.99% after completion of the issuance of the New Shares.

Cash Position and Runway

The Company had cash, cash equivalents and short-term investments of EUR 26.9 million as of June 30, 2026, providing a projected cash runway into Q4 2028 based on current operating assumptions. After the anticipated amortization payment, the Company’s projected cash runway remains unchanged.

Information Available to the Public and Risk Factors

Potential investors should carefully consider the following risks:

• Future sales of ordinary shares by Fenja or other shareholders could depress the market price of the Company’s shares.
• Shareholders that do not participate in the issuance will see their interest in the Company’s share capital diluted.
• The Company may raise additional capital in the future, which may cause further dilution, restrict its operations or require it to relinquish rights to product candidates.

In addition, the Company draws attention to the risk factors related to the Company and its activities described under the caption “Risk Factors” in Chapter 3 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 at https://www.abionyx.com/en/investors/regulated-information, as well as on the AMF’s website at www.amf-france.org.

This press release does not constitute a prospectus under the Prospectus Regulation or an offer of securities to the public.

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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 such state or jurisdiction.

No communication or information contained in this press release 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 issuance or transfer of securities may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company takes no responsibility for any violation of 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 the 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 applicable regulations of that relevant Member State.

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.

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