Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 001-41842

Abivax SA

(Translation of 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
Ordinary General Shareholders’ Meeting		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
Ordinary General Shareholders’ Meeting		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
Extraordinary General Shareholders’ Meeting		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 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 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 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
Extraordinary General Shareholders’ Meeting		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 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, 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 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 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 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 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
Extraordinary General Shareholders’ Meeting		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 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 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 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 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
Ordinary General Shareholders’ Meeting		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

Exhibit 99.1

LOGO

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

LOGO

This press release contains forward-looking statements, forecasts and estimates, including those relating to the Company’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. Although Abivax’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 and uncertainties, 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-looking information 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 obligations including 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 on April 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 by regulatory 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 product candidates. 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 of preclinical, 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 reliance on 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. Information about 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 information contained 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 to change 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.

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