On August 4, 2025 AB Science S.A. (the "Company" or "AB Science", Euronext – FR0010557264 – AB) reported the successful completion of a capital increase of a total gross amount of EUR 2.55 million subscribed by a limited number of investors (the "Private Placement") (Press release, AB Science, AUG 4, 2025, View Source [SID1234654720]).
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The Private Placement is not subject to a prospectus requiring an approval from the French Financial Market Authority (Autorité des Marchés Financiers –the "AMF"). In accordance with Article 1.5.(ba) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), the Company file with the AMF a document containing the information set out in Appendix IX of the Prospectus Regulation (the "Information document"), copies of which will be available free of charge on the Company’s website at www.ab-science.com and on the AMF’s website at www.amf-france.org.
Use of proceeds
The Company intends to use the net proceeds of the Private Placement to finance its ongoing activities, with a focus on the clinical development of the AB8939 program.
This transaction strengthens the Company’s cash position and enables it to cover its financing needs in 2025 and beyond the next 12 months, taking into account the explanations set out in section 5.2.1.5 (note 2) of the 2024 financial report.
Terms and conditions of the Private Placement
The Private Placement, for a total amount of EUR 2.55 million (including share issue premium), was carried out through the issuance, without preferential subscription rights and without a priority subscription period, of 2,276,787 new ordinary shares of the Company (the "New Shares"), each with one share warrant attached (a "BSA" and, together with the New Share to which it is attached, an "ABSA"), as part of a share capital increase with cancellation of shareholders’ preferential subscription rights for the benefit of investors within the category of persons defined by the 16th resolution of the Combined General Meeting of the Company’s shareholders of June 30, 2025 (the "General Meeting"), in accordance with Article L. 225-138 of the French commercial code (the "Private Placement").
The issue of the ABSAs, representing approximately 3.34% of the Company’s share capital, on a non-diluted basis, before completion of the Private Placement, and 3.23% of the Company’s share capital, on a non-diluted basis, after completion of the Private Placement, was decided on August 1st, 2025 by the Chief Executive Officer, pursuant to the delegation of competence granted to him by the board of directors dated July 24, 2025, pursuant to the delegation of competence granted to it under the 16thresolution of the General Meeting.
The issue price of one ABSA is EUR 1.12 (including share issue premium), representing a facial discount of 24.68% (i.e. EUR 0.3669) to the volume-weighted average price of the AB Science shares on the regulated market of Euronext Paris ("Euronext Paris") over the three trading days preceding the setting of such issue price, i.e. August 1st and July 31 and 30, 2025 (the "3-day VWAP").
The issue price of an ABSA, including the theoretical value of the BSA attached to it (as described below, together with the exercise price of such BSA) represents a total 17.87% discount per AB Science share to the 3-day VWAP, consistent with the maximum discount authorized by the General Meeting pursuant to its 16th resolution.
Terms and conditions of the BSA
One BSA is attached to each New Share.
One BSA entitles their holder to subscribe to one new ordinary share of the Company, at a price of EUR 1.71 per ordinary share.
The BSAs may be exercised at any time within 60 months of their issuance. In the event all BSAs are exercised, a total number of 2,276,787 additional ordinary shares of the Company will be issued, representing additional total proceeds of approximately EUR 3.89 million.
The theoretical value of each BSA, assuming a volatility of 34.355%1 and based on closing price as of August 1st, 2025, is equal to EUR 0.3877 using Black & Scholes model.
The BSAs will be immediately detached (détachés) from the New Shares upon issuance and are expected to be listed on Euronext Growth Paris ("Euronext Growth Paris") on or prior to August 11, 2025.
Impact of the Private Placement on the Company’s shareholding
Following the issuance of the ABSAs, the Company’s total share capital will be EUR 704,695.95 (or EUR 727,463.82 in the event of exercise of all BSAs). It will be comprised of 63,706,916 ordinary shares (or of 65,983,703 ordinary shares in the event of exercise of all BSAs) with a par value of EUR 0.01. There will be no change on the number of preferred shares.
On the basis of the share capital of the Company immediately after completion of the Private Placement, the interest of a shareholder who held 1.00% of the Company’s share capital prior to the above-mentioned capital increase and who did not subscribe to it now stands at 0.97% on a non-diluted basis and 0.77% on a diluted basis.
Admission to trading of the New Shares
The New Shares are expected to be admitted to trading on the regulated market of Euronext Paris on August 7, 2025.The New Shares will be subject to the provisions of the Company’s by-laws and will be assimilated to existing shares upon final completion of the Private Placement. They will bear current dividend rights and will be admitted to trading on the same listing line as the Company’s existing shares under the same ISIN code FR0010557264 – AB.
Lock-up commitments
– The Company has signed a lock-up commitment (to the benefit of the investors) pursuant to which it has agreed to a lock-up period of 45 calendar days from the date of the settlement and delivery of the Private Placement, subject to certain customary exceptions.
– The directors and officers of the Company have signed a lock-up commitment pursuant to which they have agreed to a lock-up period of 90 calendar days from the date of the settlement and delivery of the Private Placement, subject to certain customary exceptions.
Indicative timetable
July 24, 2025 Decisions of the Board of Directors deciding the principle of the Private Placement. August 1st, 2025 Decisions of the Chief Executive Officer setting the terms and conditions of the Private Placement (including the subscription price of the ABSAs and the gross amount of the Private Placement). August 4, 2025 Publication of this press release. Publication of the Information Document. August 7, 2025Publication of the Euronext notice of admission of the New Shares to trading on Euronext Paris. August 7, 2025Settlement-delivery of the ABSAs – Detachment of the BSA – Start of trading of the New Shares on Euronext Paris. August 11, 2025 Admission of the BSAs on Euronext Growth Paris.
Risk factors
AB Science draws the attention of the public to the risk factors relating to the Company and its business described in its annual management reports and press releases, which are available free of charge on the Company’s website (www.ab-science.com).
In addition, the main risks specific to securities are as follows:
The existing shareholders who do not participate in the Private Placement will see their shareholding in the share capital of AB Science diluted, and this shareholding may also be diluted in the event of exercise of the BSA, as well as in the event of new securities transactions.
-The volatility and liquidity of AB Science shares could fluctuate significantly. The market price of the Company’s shares may fluctuate and fall below the subscription price of the shares issued in the context of the Private Placement. The sale of Company shares may occur on the secondary market, after the Private Placement, and have a negative impact on the Company share price.
About masitinib
Masitinib is a novel oral tyrosine kinase inhibitor that is being developed to target mast cells and macrophages, key immune cells, through inhibition of a limited number of kinases. Due to its unique mode of action, the Company believed that masitinib can be developed in a wide range of diseases, including oncology, inflammatory diseases, and certain central nervous system diseases. In oncology, through its immunotherapy activity, masitinib may have an effect on survival, alone or in combination with chemotherapy. Through its activity on mast cells and microglial cells and therefore its inhibitory effect on the activation of the inflammatory process, masitinib may have an effect on the symptoms associated with certain inflammatory and central nervous system diseases.
About AB8939
AB8939 is a new synthetic microtubule-destabilizing drug candidate. Preclinical data suggests that AB8939 has broad anticancer activity, with a notable advantage over standard chemotherapies that target microtubules of being able to overcome P-glycoprotein (Pgp) and myeloperoxidase (MPO) mediated drug resistance. Development of drug resistance often restricts the clinical efficacy of microtubule-targeting chemotherapy drugs (for example, taxanes and vinca alkaloids); thus, AB8939 has the potential to be developed in numerous oncology indications.