SCHEDULE: Sofinnova Crossover I SLP Amends Schedule 13D Filing

Sofinnova Crossover I SLP and associated parties have filed an amendment to their Schedule 13D, disclosing changes in beneficial ownership and a transaction involving royalty certificates.

Summary

• This filing is an amendment (Amendment No. 5) to a Schedule 13D, originally filed on October 30, 2023, and updated several times since.
• The filing concerns the Ordinary Shares of Abivax S.A.
• The Reporting Persons, including Sofinnova Crossover I SLP (SC), Sofinnova Partners SAS (SP SAS), and individuals Antoine Papiernik, Cedric Moreau, Kinam Hong, Joseph Anderson, and Jacques Theurillat, are updating their disclosures.
• On May 4, 2026, SC entered into a Purchase Agreement with Abivax S.A. to repurchase royalty certificates issued on September 7, 2022.
• The repurchase consideration was $90.0 million, with $45.0 million paid in cash and $45.0 million paid in shares through the issuance of 403,347 ordinary shares in a private placement.
• SC received 42,755 American Depositary Shares (ADSs) in this private placement.
• As of May 11, 2026, SC directly held 3,377,494 Ordinary Shares, representing approximately 4.3% of the Issuer's outstanding Ordinary Shares.
• SC holds 5,499,478 voting rights, representing approximately 6.7% of the Issuer's outstanding voting rights.
• Kinam Hong is no longer a member of the Issuer's Board of Directors and no longer has influence over corporate activities or receives attendance fees.
• All Ordinary Shares held by the Reporting Persons are for investment purposes, with the right to change investment intent.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an update on ownership and a specific transaction rather than a performance report or strategic announcement with immediate positive or negative implications.

Positives

• The repurchase of royalty certificates by Abivax S.A. indicates a potential deleveraging or restructuring of its financial obligations.
• The issuance of shares in the private placement suggests continued confidence from investors like Sofinnova Crossover I SLP in Abivax S.A.'s future prospects.
• The aggregate beneficial ownership and voting rights are clearly stated, providing transparency to the market.

Negatives

• The departure of Kinam Hong from the Board of Directors could be interpreted as a reduction in strategic oversight or a change in investor relations.
• The filing does not provide specific financial performance data for Abivax S.A., focusing instead on ownership and transaction details.

Risks

• The Reporting Persons retain the right to change their investment intent, which could lead to future sales of shares and potential downward pressure on the stock price.
• The ongoing evaluation of investment alternatives by the Reporting Persons may lead to future proposals or actions that could impact the Issuer.

Future Outlook

The Reporting Persons retain the right to change their investment intent, including acquiring additional Ordinary Shares or other securities of the Issuer, or selling or disposing of their current holdings. They may also engage in ordinary course transactions with financial institutions. The Reporting Persons may consider future plans related to the Issuer's business and may hold discussions or make proposals regarding such matters.

Management Comments

• Kinam Hong, a member of the investment committee of SC, is no longer a member of the Issuer's Board of Directors and no longer has influence over the corporate activities of the Issuer.
• Kinam Hong is no longer entitled to receive cash attendance fees.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and strategic transactions by large investors in publicly traded companies, particularly in the biotechnology and pharmaceutical sectors where capital raises and strategic partnerships are common.

Management Changes

Related Party Transactions

• Sofinnova Crossover I SLP (SC) entered into a Purchase Agreement with Abivax S.A. to repurchase royalty certificates issued to SC and other shareholders. SC received 42,755 ADSs in exchange for these certificates as part of a $90.0 million consideration ($45.0 million in shares).

Stakeholder Impact

• Shareholders: The issuance of new shares in the private placement could dilute existing shareholders' ownership percentage, although it was part of a transaction to repurchase royalty certificates.
• Management/Board: The departure of Kinam Hong from the Board of Directors may impact board dynamics and strategic decision-making.
• Investors: The filing provides transparency on significant ownership stakes and transactions, aiding investment decisions.

Next Steps

• The Reporting Persons may consider future plans related to the Issuer and may hold discussions or make proposals to management or the board of directors.
• The Issuer agreed to register the new ADSs for resale.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, primarily detailing ownership changes and a specific transaction involving royalty certificates and share issuance. It does not contain operational or financial performance data that would warrant a buy or sell recommendation. The information provided is primarily for disclosure purposes, and further analysis of Abivax S.A.'s underlying business performance would be necessary for a more definitive recommendation.

Keywords

Schedule 13D, Abivax S.A., Sofinnova Crossover I SLP, Sofinnova Partners SAS, Ordinary Shares, ADSs, Private Placement, Royalty Certificates, Beneficial Ownership, Investment Purposes