ABVX · Abivax S.A.

Abivax executed a definitive purchase agreement dated May 4, 2026, to acquire all outstanding royalty certificates issued in September 2022 from seven institutional holders for a total consideration of $90 million. The transaction structure splits payment evenly: $45 million in cash wired on closing and $45 million as an interest-free vendor loan set off against the subscription price for newly issued ADSs. This issuance of 403,347 ADSs, each representing one ordinary share with €0.01 par value, priced at the 5-day VWAP of $111.57 (equivalent to €95.34 per share), was authorized under the 26th resolution from the June 6, 2025 shareholders' meeting, bypassing preemptive rights. The deal simplifies the capital structure by eliminating royalty obligations, which CFO Didier Blondel highlighted as reducing legacy overhang in a favorable market, enhancing financial flexibility for clinical programs and pre-commercial activities. Post-transaction dilution is minimal at 0.5%, preserving shareholder stakes (e.g., 1% holder becomes 0.99%). The company's €530.4 million cash position as of December 31, 2025, remains sufficient for runway into Q4 2027. French legal opinion in Exhibit 5.1 confirms valid issuance of shares upon auditor certification. Closing is targeted for May 7, 2026, with ADSs settling via Citibank, N.A., and ordinary shares admitted to Euronext Paris under existing ISIN.