6-K
Abivax S.A. (ABVX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-41842
Abivax SA
(Translationof registrant’s name into English)
7-11 boulevard Haussmann
75009 Paris, France
+33 (0) 1 53 83 08 41
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 ☐
On May 30, 2024, Abivax SA (the “Company”) held its ordinary and extraordinary general meeting of shareholders on May 30, 2024. The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
| Number of shares with voting rights | 61 012 501 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total number of votes | 68 032 059 | |||||||||||||||
| Number of shareholders present, represented or voting by post | 132 | |||||||||||||||
| Number of shares present, represented or voting by post | 49 815 120 | |||||||||||||||
| Number of votes present, represented or voting by post | 55 747 104 | |||||||||||||||
| Participation rate | 81.65 | % | ||||||||||||||
| Ordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Votes | % | Votes | % | Votes | % | |||||||||||
| 1. | Approval of the Company’s financial statements for the financial year ended 31 December 2023 | 55 730 237 | 99.999 | % | 494 | 0.001 | % | 16 373 | 0.029 | % | ||||||
| 2. | Approval of the Company’s consolidated financial statements for the financial year ended 31 December 2023 | 55 730 237 | 99.999 | % | 494 | 0.001 | % | 16 373 | 0.029 | % | ||||||
| 3. | Allocation of the income for the financial year ended 31 December 2023 | 55 746 610 | 99.999 | % | 494 | 0.001 | % | 0 | 0.000 | % | ||||||
| 4. | Approval of the agreements referred to Articles L. 225-38 et seq. of the French Commercial Code (Code de commerce) | 44 083 418 | 79.078 | % | 11 663 486 | 20.922 | % | 200 | 0.001 | % | ||||||
| 5. | Ratification of the cooptation of a Director (Troy Ignelzi) | 55 707 725 | 99.930 | % | 39 179 | 0.070 | % | 200 | 0.001 | % | ||||||
| 6. | Ratification of the cooptation of a Director (June (Lee) Kim) | 55 707 725 | 99.930 | % | 39 179 | 0.070 | % | 200 | 0.001 | % | ||||||
| 7. | Ratification of the cooptation of a Director (Camilla Soenderby) | 55 746 324 | 99.999 | % | 580 | 0.001 | % | 200 | 0.001 | % | ||||||
| 8. | Approval of the compensation items mentioned in Article L. 22-10-9 I of the French Commercial Code, pursuant to Article L. 22-10-34 of the French Commercial Code | 54 504 460 | 97.771 | % | 1 242 444 | 2.229 | % | 200 | 0.001 | % | ||||||
| 9. | Approval of the compensation items paid during, or allocated for, the financial year 2023 to Ms. Corinna zur Bonsen-Thomas as Chair of the Board of Directors by interim | 55 594 011 | 99.726 | % | 152 893 | 0.274 | % | 200 | 0.001 | % | ||||||
| 10. | Approval of the compensation items paid during, or allocated for, the financial year 2023 to Mr. Marc de Garidel as Chairman of the Board of Directors and Chief Executive Officer | 44 137 875 | 79.175 | % | 11 609 029 | 20.825 | % | 200 | 0.001 | % | ||||||
| 11. | Approval of the compensation items paid during, or allocated for, the financial year 2023 to Mr. Hartmut Ehrlich as Chief Executive Officer | 44 056 505 | 79.030 | % | 11 690 399 | 20.970 | % | 200 | 0.001 | % | ||||||
| Ordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Votes | % | Votes | % | Votes | % | |||||||||||
| 12. | Approval of the information on corporate officers’ compensation included in the corporate governance report and referred to in Article L.22-10-9 I. of the French Commercial Code | 54 655 224 | 98.042 | % | 1 091 680 | 1.958 | % | 200 | 0.001 | % | ||||||
| 13. | Approval of the compensation policy applicable to the Chairman of the Board of Directors | 55 744 775 | 99.996 | % | 2 129 | 0.004 | % | 200 | 0.001 | % | ||||||
| 14. | Approval of the compensation policy applicable to the Chief Executive Officer | 44 256 935 | 79.389 | % | 11 489 969 | 20.611 | % | 200 | 0.001 | % | ||||||
| 15. | Approval of the compensation policy applicable to the Board members | 55 594 011 | 99.726 | % | 152 893 | 0.274 | % | 200 | 0.001 | % | ||||||
| 16. | Authorization to be granted to the Board to purchase the Company’s own shares | 44 593 043 | 79.992 | % | 11 153 861 | 20.008 | % | 200 | 0.001 | % | ||||||
| Extraordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| Votes | % | Votes | % | Votes | % | |||||||||||
| 17. | Authorization to the Board of Directors to reduce share capital by cancelling treasury shares | 55 444 282 | 99.457 | % | 302 622 | 0.543 | % | 200 | 0.001 | % | ||||||
| 18. | Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or<br>securities giving access to equity securities, maintaining preferential subscription rights | 44 183 811 | 79.258 | % | 11 563 093 | 20.742 | % | 200 | 0.001 | % | ||||||
| 19. | Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or<br>securities giving access to equity securities, with cancellation of the preferential subscription rights by way of an offer to the public, and with the ability to confer a right of priority | 44 034 819 | 78991 | % | 11 712 085 | 21.009 | % | 200 | 0.001 | % | ||||||
| 20. | Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities giving access to other equity securities or giving the right to the allocation of debt securities and/or<br>securities giving access to equity securities, with cancellation of the preferential subscription rights in favor of a specific category of persons | 44 035 900 | 78.993 | % | 11 711 004 | 21.007 | % | 200 | 0.001 | % | ||||||
| Extraordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Votes | % | Votes | % | Votes | % | |||||||||||
| 21. | Delegation of authority to the Board of Directors to carry out a capital increase, within the limit of 20% of the share capital per year, by issuing shares, equity securities conferring access to other equity securities or<br>conferring the right to an allotment of debt securities and/or securities conferring access to equity securities, with cancellation of the preferential subscription rights by way of an offer to qualified investors or a restricted group of investors,<br>within the meaning of Article L. 411-2, paragraph II, of the French Monetary and Financial Code (Code monétaire et financier) | 44 629 521 | 80.057 | % | 11 117 383 | 19.943 | % | 200 | 0.001 | % | ||||||
| 22. | Authorization to be granted to the Board of Directors in accordance with Articles L. 22-10-52, paragraph 2, and R. 22-10-32 of the French Commercial Code to set the issue price of the shares, equity securities conferring access<br>to other equity securities or conferring the right to an allotment of debt securities and/or securities conferring access to equity securities, with cancellation of the preferential subscription rights, for the delegations of authority set forth in<br>the 19th and 21st resolutions | 44 223 534 | 79.329 | % | 11 523 370 | 20.671 | % | 200 | 0.001 | % | ||||||
| 23. | Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares, equity securities conferring access to other equity securities or conferring the right to an allotment of debt securities and/or<br>securities conferring access to equity securities, with cancellation of the preferential subscription rights in favor of certain categories of investors within the framework of an equity financing agreement in the United States stock market known as<br>an “At-The-Market” or “ATM Program” | 44 074 499 | 79.062 | % | 11 672 405 | 20.938 | % | 200 | 0.001 | % | ||||||
| 24. | Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights | 44 309 207 | 79.483 | % | 11 437 697 | 20.517 | % | 200 | 0.001 | % | ||||||
| 25. | Delegation of authority to the Board of Directors to increase capital by capitalizing premiums, reserves, profits or other items | 55 626 350 | 99.784 | % | 120 554 | 0.216 | % | 200 | 0.001 | % | ||||||
| Extraordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Votes | % | Votes | % | Votes | % | |||||||||||
| 26. | Delegation of authority to the Board of Directors to issue shares and securities leading to a capital increase in consideration of non-cash contributions | 44 073 640 | 79.060 | % | 11 673 264 | 20.940 | % | 200 | 0.001 | % | ||||||
| 27. | Delegation of authority to the Board of Directors to issue shares and securities entailing a capital increase in the event of a public exchange offer initiated by the Company | 44 035 041 | 78.991 | % | 11 711 863 | 21.009 | % | 200 | 0.001 | % | ||||||
| 28. | Setting of the overall limits on the amount of the issues carried out pursuant to the delegations granted | 55 550 917 | 99.648 | % | 195 987 | 0.352 | % | 200 | 0.001 | % | ||||||
| 29. | Authorization to the Board of Directors to grant share subscription and/or purchase options (“Options”), with cancellation of the shareholders’ preferential subscription rights in favor of a specific category of<br>persons | 44 009 664 | 78.945 | % | 11 737 240 | 21.055 | % | 200 | 0.001 | % | ||||||
| 30. | Delegation of authority to the Board of Directors to issue and allot ordinary share warrants (“Warrants”), with cancellation of the shareholders’ preferential subscription rights in favor of a specific category of<br>persons | 44 049 263 | 79.017 | % | 11 697 641 | 20.983 | % | 200 | 0.001 | % | ||||||
| 31. | Authorization to the Board of Directors to allot free shares, whether existing or to be issued (“Free Shares”), with cancellation of the shareholders’ preferential subscription rights in favor of a specific<br>category of persons | 44 165 912 | 79.226 | % | 11 580 992 | 20.774 | % | 200 | 0.001 | % | ||||||
| 32. | Setting of the overall limits on the amount of the issues carried out pursuant to the authorizations to grant Options and Free Shares and the delegations of authority in order to issue Warrants | 55 704 647 | 99.924 | % | 42 257 | 0.076 | % | 200 | 0.001 | % | ||||||
| 33. | Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities conferring access to the Company’s capital restricted to members of a company savings plan, with cancellation<br>of the shareholders’ preferential subscription rights in favor thereof | 32 655 576 | 58.578 | % | 23 091 328 | 41.422 | % | 200 | 0.001 | % | ||||||
| Ordinary General Shareholders’Meeting | For | Against | Abstain | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Votes | % | Votes | % | Votes | % | |||||||||||
| 34. | Powers for formalities | 55 746 410 | 99.999 | % | 494 | 0.001 | % | 200 | 0.001 | % |
Press Release
On June 4, 2024, the Company published a press release entitled “Abivax releases the results of its May 30, 2024 Ordinary and Extraordinary General Meeting.” A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
Exhibit Index
| Exhibit 99.1 | Press Release, dated June 4, 2024 |
|---|
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.
| Abivax SA | |
|---|---|
| (Registrant) | |
| Date: June 4, 2024 | /s/ Marc de Garidel |
| Marc de Garidel | |
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
Abivax releases the results of its May 30, 2024 Ordinary and Extraordinary General Meeting
PARIS, France, June 4, 2024 – **** Abivax SA (Euronext Paris & Nasdaq: ABVX) (“Abivax” or the “Company”), a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases, held its ordinary and extraordinary general meeting of shareholders on May 30, 2024 (the “General Meeting”), which was chaired by Mr. Marc de Garidel, CEO and Chairman of the Board of Directors of Abivax (“Board”).
The shareholders have adopted all the resolutions proposed by the Board and, in particular, the financial statements for the 2023 financial year, the compensation policy applicable to the Chairman, the Chief Executive Officer and the directors, as well as delegations granted to the Board related to financial transactions.
The shareholders have also ratified the appointment of Mr. Troy Ignelzi, Dr. June Lee and Ms. Camilla Soenderby as Board members.
Details on the vote results will be available on the Company’s website (www.abivax.com).
About Obefazimod
Obefazimod, Abivax’s lead investigational drug candidate, is an orally administered small molecule that was demonstrated to potentially enhance the expression of a single microRNA, miR-124. Phase 2 clinical trials in patients with UC have generated positive data, resulting in the initiation of a pivotal global Phase 3 clinical trial program (ABTECT Program), with first patients enrolled in the United States in October 2022. Initiation of a Phase 2b clinical trial in Crohn’s disease is expected in Q3 2024, and exploration of potential combination therapy opportunities in UC is ongoing.
About Abivax
Abivax is a clinical-stage biotechnology company focused on developing therapeutics that harness the body’s natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases. Based in France and the United States, Abivax’s lead drug candidate, obefazimod (ABX464), is in Phase 3 clinical trials for the treatment of moderately to severely active ulcerative colitis. More information on the Company is available at www.abivax.com. Follow us on LinkedIn and on X, formerly Twitter, @Abivax.
Contact
Abivax Investor Relations
Patrick Malloy
patrick.malloy@abivax.com
+1 847 987 4878
Abivax Communications
communications@abivax.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, forecasts and estimates, including those relating to theCompany’s business and financial objectives. Words such as “expect,” “potential,” “will” and variations of such words and similar expressions are intended to identify forward-looking statements. AlthoughAbivax’s management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks, contingencies anduncertainties, many of which are difficult to predict and generally beyond the control of Abivax, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-lookinginformation and statements. A description of these risks, contingencies and uncertainties can be found in the documents filed by the Company with the French Autorité des Marchés Financiers pursuant to its legal obligationsincluding its universal registration document (Document d’Enregistrement Universel) and in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission onApril 5, 2024 under the caption “Risk Factors.” These risks, contingencies and uncertainties include, among other things, the uncertainties inherent in research and development, future clinical data and analysis, decisions byregulatory authorities, such as the FDA or the EMA, regarding whether and when to approve any drug candidate, as well as their decisions regarding labelling and other matters that could affect the availability or commercial potential of such productcandidates. Special consideration should be given to the potential hurdles of clinical and pharmaceutical development including further assessment by the company and regulatory agencies and IRBs/ethics committees following the assessment ofpreclinical, pharmacokinetic, carcinogenicity, toxicity, CMC and clinical data. Furthermore, these forward-looking statements, forecasts and estimates are only as of the date of this press release. Readers are cautioned not to place undue relianceon these forward-looking statements. Abivax disclaims any obligation to update these forward-looking statements, forecasts or estimates to reflect any subsequent changes that the Company becomes aware of, except as required by law. Informationabout pharmaceutical products (including products currently in development) that is included in this press release is not intended to constitute an advertisement. This press release is for information purposes only, and the informationcontained herein does not constitute either an offer to sell, or the solicitation of an offer to purchase or subscribe securities of the Company in any jurisdiction. Similarly, it does not give and should not be treated as giving investment advice.It has no connection with the investment objectives, financial situation or specific needs of any recipient. It should not be regarded by recipients as a substitute for exercise of their own judgment. All opinions expressed herein are subject tochange without notice. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.