AB Science announces today the successful completion of capital increases of a total gross amount of EUR 14.2 million
PRESS RELEASE
AB SCIENCE ANNOUNCES THE SUCCESSFUL COMPLETION OF A EUR 14.2 MILLION PRIVATE PLACEMENT, PRIMARILY SUSBCRIBED BY LONG TERM INVESTOR
AB SCIENCE CASH POSITION IS AROUND EUR 23 MILLION AFTER THIS PRIVATE PLACEMENT, THEREBY ALLOWING THE COMPANY TO CARRY-OUT WITHOUT ANY ADDITIONAL NEAR-TERM FINANCING THE FIRST STEPS OF ITS STRATEGIC PLAN TO BE FINALIZED AND ANNOUNCED IN SEPTEMBER
Paris, August 10, 2026, 8am
AB Science S.A. (the “Company” or “AB Science”, Euronext – FR0010557264 – AB) announces today the successful completion of capital increases of a total gross amount of EUR 14.2 million subscribed by a limited number of investors (the “Private Placement”).
The capital increase was subscribed for EUR 12 million by an existing long-term investor who expressed its intention to accompany the development of the Company.
Stéphane Ledermann, the Chief Executive Officer of the Company, also contributed to the round of financing, and indicated "My personal financial investment in this capital increase, alongside long-standing, long-term shareholders whom I thank, provides a lasting foundation for our new governance. This stability is necessary to pursue the transformation of the Company initiated four weeks ago.
This exceptional, non-recurring financing covers our working capital requirements for the months to come without any additional funding and secures the implementation of our new growth priorities, which are currently being finalized. The value-creation strategies for our employees and shareholders will be approved in the coming weeks and announced during September."
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 from the Private Placement to fund its research and development programs, with primary focus on:
- AB8939 development in acute myeloid leukemia;
- Masitinib development in amyotrophic lateral sclerosis; and
- Nearer-term value-creation projects that are expected to be finalized and disclosed in September.
This transaction strengthens the Company’s cash position and enables it to cover its financing needs beyond the next 12 months.
Terms and conditions of the Private Placement
The Private Placements, for a total amount of EUR 14.2 million (including share issue premium), was carried out through the issuance, without preferential subscription rights and without a priority subscription period, of:
(i) 3,606,560 new ordinary shares of the Company (the “New Shares”), each with one share warrant attached (a “BSA-1” and, together with the New Share to which it is attached, an “ABSA-1”) – five BSA-1 entitle their holder to subscribe to three new ordinary shares of the Company at a price of EUR 1.00 per ordinary share; and
(ii) 19,672,132 New Shares, each with one share warrant attached (a “BSA-2” and, together with the New Share to which it is attached, an “ABSA-2”) – four BSA-2 entitle their holder to subscribe to seven new ordinary shares of the Company at a price of EUR 1.00 per ordinary share.
The total of 23,278,692 New Shares (ABSA-1 and ABSA-2) are collectively called the “ABSA”. The total of 23,278,692 warrants attached (BSA-1 and BSA-2) are collectively called the “BSA”.
The issuance of the ABSA was conducted through share capital increases with cancellation of shareholders’ preferential subscription rights for the benefit of investors within the category of persons defined by the 15th resolution of the Combined General Meeting of the Company’s shareholders of June 30, 2026 (the “General Meeting”), in accordance with article L. 225-138 of the French commercial code.
The issue of the ABSA, representing approximately 29.09% of the Company’s share capital, on a non-diluted basis, before completion of the Private Placement, and 22.53% of the Company’s share capital, on a non-diluted basis, after completion of the Private Placement, was decided on August 9, 2026 by the Chief Executive Officer, pursuant to the delegation of competence granted to him by the board of directors dated August 8, 2026, pursuant to the delegation of competence granted to it under the 15th resolution of the General Meeting.
The issue price of one ABSA is EUR 0.61 (including share issue premium), representing a facial discount of 24.87% (i.e. EUR 0.2019) 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 5, 6 and 7, 2026, i.e. EUR 0.8119 (the “3-day VWAP”).
The issue price of:
- one ABSA-1, including the theoretical value of the BSA-1 attached to it (as described below, together with the issue price of the new ordinary shares issued upon exercise of the BSA-1) represents a total 22.11% discount per AB Science share to the 3-day VWAP, consistent with the maximum discount authorized by the General Meeting pursuant to its 15th resolution; and
- one ABSA-2, including the theoretical value of the BSA-2 attached to it (as described below, together with the issue price of the new ordinary shares issued upon exercise of the BSA-2) represents a total 20.19% discount per AB Science share to the 3-day VWAP, consistent with the maximum discount authorized by the General Meeting pursuant to its 15th resolution.
Terms and conditions of the BSA
One BSA is attached to each New Share.
Five BSA-1 entitle their holder to subscribe to three new ordinary shares of the Company at a price of EUR 1.00 per ordinary share.
Four BSA-2 entitle their holder to subscribe to seven new ordinary shares of the Company at a price of EUR 1.00 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 36,590,166 additional ordinary shares of the Company will be issued, representing additional total proceeds of approximately EUR 36 million.
The theoretical value of each BSA, assuming a volatility of 32.088%1, based on closing price as of August 7, 2026 and using Black & Scholes model, is equal to:
- EUR 0.1982 by BSA-1; and
- EUR 0.5780 by BSA-2.
The BSAs will be immediately detached (détachés) from the New Shares upon issuance and will not be listed.
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 1,033,083.57 (and EUR 1,265,870 in the event of exercise of all BSAs). It will be comprised of 96,530,683 ordinary shares (and of 133,120,849 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.
To the Company’s knowledge, immediately prior to completion of the Private Placement and after completion of the Private Placement, the breakdown of the Company's share capital is as follows:
| Before the capital increase | After the capital increase (before exercising the warrants) | After the capital increase and exercise of the warrant | |||||||
| Number of shares ( 1) | % | Diluted base ( 2) | Number of shares ( 1) | % | Diluted base ( 2) | Number of shares ( 1) | % | Diluted base ( 2) | |
| Investors above 5% | 25 315 344 | 31,63% | 32,54% | 44 987 476 | 43,55% | 41,72% | 79 413 707 | 56,77% | 53,10% |
| Single Private Investor | 6 259 910 | 7,82% | 6,85% | 25 932 042 | 25,10% | 20,56% | 60 358 273 | 43,14% | 36,54% |
| Subtotal concert A. Moussy | 19 055 434 | 23,81% | 25,69% | 19 055 434 | 18,45% | 21,16% | 19 055 434 | 13,62% | 16,56% |
| A. Moussy | 6 782 434 | 8,47% | 14,38% | 6 782 434 | 6,57% | 11,84% | 6 782 434 | 4,85% | 9,27% |
| AMY SAS (3) | 12 273 000 | 15,34% | 11,31% | 12 273 000 | 11,88% | 9,31% | 12 273 000 | 8,77% | 7,29% |
| Other Investors | 54 714 321 | 68,37% | 67,46% | 58 320 881 | 56,45% | 58,28% | 60 484 816 | 43,23% | 46,90% |
| Total | 80 029 665 | 100,00% | 100,00% | 103 308 357 | 100,00% | 100,00% | 139 898 523 | 100,00% | 100,00% |
(1) All classes of shares are affected. The number of ordinary shares amounts to 73,251,991 before the Private Placement, 96,530,683 after the Private Placement (but before exercise of the BSAs), and 133,120,849 after the Private Placement and exercise of the BSAs.
(2) The diluted basis takes into account the exercise of all instruments giving access to the capital, the definitive allocation of all free shares and the conversion of all preferred shares into ordinary shares (aiming for the highest theoretical dilution).
(3) AMY SAS is a company controlled by A. Moussy.
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 0.7747% on a non-diluted basis and 0.6072% 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 14, 2026.
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.
The BSAs will not be admitted to trading on any market.
The new ordinary shares issued upon exercise of the BSAs will be, when issued, subject to the provisions of the Company’s by-laws and will be assimilated to existing shares. 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 30 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 (to the benefit of the investors) pursuant to which they have agreed to a lock-up period of 30 calendar days from the date of the settlement and delivery of the Private Placement, subject to certain customary exceptions.
Indicative timetable
| August 8, 2026 | Decisions of the Board of Directors deciding the principle of the Private Placement. |
| August 9, 2026 | 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 10, 2026 | Publication of this press release. Publication of the Information Document |
| August 12, 2026 | Settlement-delivery of the ABSAs - Detachment of the BSA |
| August 14, 2026 | Start of trading of the New Shares on Euronext 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. 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 course of 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.
About AB Science
Founded in 2001, AB Science is a pharmaceutical company specializing in the research, development and commercialization of protein kinase inhibitors (PKIs), a class of targeted proteins whose action are key in signaling pathways within cells. Our programs target only diseases with high unmet medical needs, often lethal with short term survival or rare or refractory to previous line of treatment. AB Science has developed a proprietary portfolio of molecules and the Company’s lead compound, masitinib, has already been registered for veterinary medicine and is being developed in human medicine in oncology, neurological diseases, inflammatory diseases and viral diseases. The company is headquartered in Paris, France, and listed on Euronext Paris (ticker: AB). Further information is available on AB Science’s website: www.ab-science.com.
Disclaimer
This press release and the information contained herein do not constitute an offer to subscribe or purchase, or the solicitation of an order to purchase or subscribe, for the New Shares in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act. AB Science does not intend to make a public offering of the New Shares in the United States of America or in any other jurisdiction. The distribution of this press release may be subject to legal or regulatory restrictions in certain countries. Persons in possession of this press release should inform themselves of and observe any local restrictions.
The information contained herein is subject to change without notice. This information contains forward-looking statements, which are not guarantees of future performance. These statements are based on the current expectations and beliefs of AB Science’s management and are subject to several factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. AB Science and its affiliates, directors, officers, employees, consultants or agents do not undertake, and are not under any obligation, to release any updates to any forward-looking statement or to revise any forward-looking statement.
For additional information, please contact:
AB Science Financial communication and public relations
investors@ab-science.com
1Based on the volatility over the last 12 months of the Euronext Next Biotech index.
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