SCHEDULE 13D/A: Sofinnova Crossover I SLP Increases Voting Power in Abivax SA to 11% Through French Double Voting Rights

Sofinnova Crossover I SLP and its affiliates have increased their voting rights in Abivax SA to 11.0% due to the automatic application of French double voting rights for long-held shares.

Summary

• Sofinnova Crossover I SLP (SC), along with its management company Sofinnova Partners SAS (SP SAS) and its investment committee members, filed an Amendment No. 1 to their Schedule 13D regarding their stake in Abivax SA.
• As of February 14, 2025, SC directly held 5,264,739 Ordinary Shares of Abivax SA, representing approximately 8.3% of the Issuer's outstanding Ordinary Shares.
• SC's voting rights in Abivax SA increased to 7,794,478, representing approximately 11.0% of the Issuer's outstanding voting rights.
• The increase in voting rights is attributed to French law, which automatically grants double voting rights to shares registered for more than two years in the name of the same shareholder.
• SC received an additional 261,865 voting rights on July 6, 2024, and an additional 584,000 voting rights on October 22, 2024, totaling 845,865 new voting rights without any additional consideration.
• The ownership percentages are based on 63,347,837 Ordinary Shares outstanding as of December 31, 2024, and voting percentages are based on 70,991,046 voting rights outstanding as of December 31, 2024.
• No reportable transactions with respect to Abivax SA shares were made by the Reporting Persons within the last 60 days.

Sentiment

Score: 6

Explanation: The document is largely factual, reporting an automatic increase in voting rights due to French law. The sentiment is mildly positive for the reporting entity due to increased influence without additional cost, but neutral for the issuer as it's a passive change in shareholder structure.

Positives

• The reporting persons, Sofinnova Crossover I SLP and its affiliates, have increased their voting influence in Abivax SA, strengthening their position as a significant shareholder.
• The increase in voting rights was obtained without additional capital outlay, as it resulted from the automatic application of French double voting rights.

Future Outlook

The Reporting Persons may, from time to time, acquire additional Ordinary Shares and/or ADSs or sell all or a portion of their holdings in the open market or privately negotiated transactions, or distribute them to unitholders. Any future actions will depend on various factors including market prices, economic conditions, Abivax SA's business and prospects, alternative investment opportunities, and liquidity needs. The Reporting Persons may also review, reconsider, and change their position or purpose, and may seek to influence Abivax SA's management or Board of Directors.

Management Comments

• "SP SAS, the management company of SC, may be deemed to have sole voting power, and Papiernik, Moreau, Hong, Anderson and Theurillat, the members of the investment committee of SC, may be deemed to have shared power to vote these shares."
• "SP SAS, the management company of SC, may be deemed to have sole power to dispose of these shares, and Papiernik, Moreau, Hong, Anderson and Theurillat, the members of the investment committee of SC, may be deemed to have shared power to dispose of these shares."

Industry Context

This filing reflects a routine update in a significant investor's stake in a biotechnology company, driven by specific French corporate governance rules regarding voting rights. It does not provide broader industry trends but highlights the long-term investment approach of Sofinnova in the life sciences sector.

Legal Proceedings

• None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders: The increased voting power of Sofinnova Crossover I SLP could lead to greater influence over corporate decisions, potentially impacting other shareholders' voting power.
• Management/Board: The Reporting Persons explicitly state they may seek to influence management or the Board of Directors, indicating potential future engagement on strategic matters.

Next Steps

• Sofinnova Crossover I SLP may acquire additional Ordinary Shares and/or ADSs of Abivax SA.
• Sofinnova Crossover I SLP may sell all or a portion of its Ordinary Shares and/or ADSs.
• Sofinnova Crossover I SLP may distribute its Ordinary Shares and/or ADSs to its unitholders.
• The Reporting Persons may review, reconsider, and change their investment position and purpose regarding Abivax SA.
• The Reporting Persons may seek to influence the management or Board of Directors of Abivax SA.

Key Dates

Keywords

Abivax SA, Sofinnova Crossover I SLP, SEC Filing, Schedule 13D/A, Beneficial Ownership, Voting Rights, French Law, Biotechnology, Pharmaceuticals, Investment Fund