NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
Marseille, France, August 14, 2026, 9:45 AM CEST
Innate Pharma SA (Euronext Paris: IPH; Nasdaq: IPHA) ("Innate" or the "Company"), today announced the pricing of its previously announced offering (the “Offering”). 17,647,059 new Company ordinary shares (nominal value €0.05 per share – the “Ordinary Shares”) will be issued upon closing of the Offering, at a price of €1.70 per new Ordinary Share. The Offering consists of a private placement (i) in the European Union (including in France), to “qualified investors” within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended from time to time (the “Prospectus Regulation”), (ii) outside of the European Union and the United States to institutional investors pursuant to applicable private placement exemptions, in each case of (i) and (ii) pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (iii) in the United States, to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, pursuant to the exemption from registration under the Securities Act.
Stifel is acting as sole global coordinator and, together with BTIG, are acting as joint bookrunners (the “Joint Bookrunners”) in connection with the Offering.
The offering price of €1.70 per Ordinary Share is equal to the volume weighted average price of the Ordinary Shares on the regulated market of Euronext Paris (“Euronext Paris”) over the last five trading sessions preceding the pricing of the Offering (i.e. August 7, 10, 11, 12 and 13, 2026), less a discount of 15%, and has been determined by the Chief Executive Officer upon sub-delegation from the Company’s Board of Directors (conseil d’administration) pursuant to the 26th resolution of the Company’s shareholder’s meeting held on May 21, 2026.
The aggregate gross proceeds of the Offering are expected to be approximately €30 million. After deduction of the commissions of the Joint Bookrunners and estimated expenses payable by the Company (estimated at €2.4 million), the net proceeds will amount to €27.6 million.
The Company currently intends to use the net proceeds of the Offering to support in priority the continued clinical development of IPH4502 which will be designed based on the results from the dose escalation, then the advancement of Innate’s preclinical ADC portfolio candidates, as well as working capital and general corporate purposes.
The new Ordinary Shares will be issued through a capital increase without shareholders’ pre-emptive rights under the provisions of Article L. 225-136 of the French Commercial Code and in accordance with the delegations granted pursuant to the 26th and 30th resolutions adopted at the combined meeting of the Company’s shareholders held on May 21, 2026.
The closing of the Offering is expected to occur on August 18, 2026, subject to the satisfaction of customary closing conditions.
New Ordinary Shares issued in the Offering are expected to be admitted to trading on Euronext Paris on August 18, 2026, on the same trading line as the existing ordinary shares of the Company currently listed on Euronext Paris, under the same ISIN code FR0010331421. No new American Depositary Shares ("ADSs") will be issued in the context of the Offering and the new Ordinary Shares cannot be deposited in the Company’s existing ADSs program.
Bpifrance Participations S.A., which is an existing shareholder, had committed to the Joint Bookrunners to place a €3 million order in the book. The representative of Bpifrance Participations S.A. to the Board of Directors (Conseil d’Administration) did not take part in the vote on the decisions (relating to the approval for the principle of the Offering and for the delegation of authority) at the meeting of the Board of Directors (Conseil d’Administration) held on July 29, 2026.
The Offering is anchored by, among others, European and US institutional healthcare specialist investors on the back of a market sounding exercise conducted ahead of commencement of the accelerated bookbuilding procedure.
The Offering is not subject to a prospectus requiring an approval of the French Autorité des marchés financiers ("AMF"). The Company will not prepare and make public an information document as provided in article 1(4) d ter) of the Prospectus Regulation because the number of Ordinary Shares issued in the Offering does not exceed the 30% threshold of the share capital limit set forth in such article.
The placement agreement entered into between the Company and the Joint Bookrunners relating to the Offering on August 14, 2026 does not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.
In connection with the Offering, each member of the Company’s board of directors, except Bpifrance Participations, and certain executive officers are subject to a contractual lock-up with respect to ordinary shares held by them at the time of the Offering for a period of 90 days after the closing of the Offering, subject to customary exceptions. The Company will also agree to be bound by a contractual lock-up for a period of 90 days after the closing of the Offering, subject to customary exceptions.
The Company’s current cash, cash equivalents, short term investments and financial assets provide the Company with cash runway until end of Q3 2026.
Together with the USD 75 million upfront payment payable upon closing of the strategic partnership with Sobi, the proceeds of the Offering are expected to extend the Company’s projected cash runway through Q1 2028. Closing of the strategic partnership with Sobi is subject to closing conditions, including the receipt of transaction related anti-trust clearance.
The Company continues to explore financing opportunities to further strengthen its financial position and support its strategic priorities.
The 17,647,059 Ordinary Shares issued in the Offering will represent, upon closing of the Offering, a dilution of approximately 18.76% of the share capital of the Company (on a non-diluted basis). On an illustrative basis, a shareholder holding 1% of Innate’s share capital before the Offering would hold a stake of 0.84% after completion of the Offering (0.80% on a fully diluted basis).
Prior to the closing of the Offering, the share capital amounts to €4,704,210.50 divided into 94,071,863 ordinary shares, 4,766 2016 preferred shares and 7,581 2017 preferred shares, all with a nominal value of €0.05 each.
Based on the information available to the Company, prior to the closing of the Offering, the distribution of the Company's share capital and voting rights is, to the best of its knowledge, as follows:
| Shareholders | Number of shares(1) | % of the share capital | Number of voting rights | % of voting rights |
|---|---|---|---|---|
| Top Shareholders including: | 30 532 241 | 32,45% | 30 532 241 | 32,46% |
| Sanofi-Aventis Participations | 8 345 387 | 8,87% | 8 345 387 | 8,87% |
| MedImmune Limited | 7 825 501 | 8,32% | 7 825 501 | 8,32% |
| Groupe CDC (Bpifrance Participations) | 7 408 559 | 7,87% | 7 408 559 | 7,88% |
| Directors and members of the management team | 762 037 | 0,81% | 761 404 | 0,81% |
| Registered employees | 1 510 765 | 1,61% | 1 508 954 | 1,60% |
| Treasury shares | 18 575 | 0,02% | 0 | 0,00% |
| Public | 61 260 592 | 65,11% | 61 250 689 | 65,12% |
| TOTAL | 94 084 210 | 100,00% | 94 053 288 | 100,00% |
(1) 94,071,863 ordinary shares, 4,766 2016 preferred shares and 7,581 2017 preferred shares.
| Shareholders | Number of shares(1) | % of the share capital | Number of voting rights | % of voting rights |
|---|---|---|---|---|
| Top Shareholders | 30 532 241 | 30,48% | 30 532 241 | 30,48% |
| Sanofi-Aventis Participations | 8 345 387 | 8,33% | 8 345 387 | 8,33% |
| MedImmune Limited | 7 825 501 | 7,81% | 7 825 501 | 7,81% |
| Groupe CDC (Bpifrance Participations) | 7 408 559 | 7,39% | 7 408 559 | 7,40% |
| Directors and members of the management team | 3 189 207 | 3,18% | 3 189 207 | 3,18% |
| Registered employees | 5 187 158 | 5,18% | 5 187 158 | 5,18% |
| Treasury shares | 18 575 | 0,02% | 0 | 0,00% |
| Public | 61 260 592 | 61,15% | 61 250 689 | 61,15% |
| TOTAL | 100 187 773 | 100,00% | 100 156 851 | 100,00% |
(1) 100,175,426 ordinary shares, 4,766 2016 preferred shares and 7,581 2017 preferred shares.
After the closing of the Offering, the distribution of the Company's share capital and voting rights will, to the best of its knowledge, be as follows:
| Shareholders | Total shares | % of shares | Total voting rights | % of voting rights |
|---|---|---|---|---|
| Top and new Shareholders | 48 179 300 | 43,12% | 48 179 300 | 43,13% |
| New shareholders (excl BPI) | 15 882 354 | 14,21% | 15 882 354 | 14,22% |
| Sanofi-Aventis Participations | 8 345 387 | 7,47% | 8 345 387 | 7,47% |
| MedImmune Limited | 7 825 501 | 7,00% | 7 825 501 | 7,01% |
| Groupe CDC: | 9 173 264 | 8,21% | 9 173 264 | 8,21% |
| Directors and members of the management team | 762 037 | 0,68% | 761 404 | 0,68% |
| Registered employees (other than ELT) | 1 510 765 | 1,35% | 1 508 954 | 1,35% |
| Treasury shares | 18 575 | 0,02% | 0 | 0,00% |
| Other shareholders | 61 260 592 | 54,83% | 61 250 689 | 54,83% |
| TOTAL | 111 731 269 | 100,00% | 111 700 347 | 100,00% |
(1) 111,718,922 ordinary shares, 4,766 2016 preferred shares and 7,581 2017 preferred shares.
| Shareholders | Total Shares | % of shares | Total voting rights | % of voting rights |
|---|---|---|---|---|
| Top and new Shareholders | 48 179 300 | 40,89% | 48 179 300 | 40,89% |
| New shareholders (excl BPI) | 15 882 354 | 13,48% | 15 882 354 | 13,48% |
| Sanofi-Aventis Participations | 8 345 387 | 7,08% | 8 345 387 | 7,08% |
| MedImmune Limited | 7 825 501 | 6,64% | 7 825 501 | 6,64% |
| Groupe CDC: | 9 173 264 | 7,78% | 9 173 264 | 7,79% |
| Directors and members of the management team | 3 189 207 | 2,71% | 3 189 207 | 2,71% |
| Registered employees (other than ELT) | 5 187 158 | 4,40% | 5 187 158 | 4,40% |
| Treasury shares | 18 575 | 0,02% | 0 | 0,00% |
| Other shareholders | 61 260 592 | 51,99% | 61 260 592 | 52,00% |
| TOTAL | 117 834 832 | 100,00% | 117 816 257 | 100,00% |
(2) 117,822,485 ordinary shares, 4,766 2016 preferred shares and 7,581 2017 preferred shares.
Potential investors should carefully consider the risks described in Chapter 3 of the 2025 universal registration document filed with the AMF under number D.26-0204 on April 1, 2026, a copy of which is available free of charge on the Company’s website, as well as on the AMF’s website at http://www.amf-france.org. Further information on the risk factors that may affect the Company’s business and financial performance is included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on March 31, 2026 under “Item 3.D. Risk Factors”, and subsequent filings the Company makes with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.
Innate Pharma S.A. is a global, clinical-stage biotechnology company developing immunotherapies for cancer patients. Leveraging its expertise on antibody-engineering and innovative target identification, Innate Pharma is developing innovative and differentiated next generation antibody therapeutics.
Innate Pharma is advancing a portfolio of differentiated potential first- and/or best-in-class assets, focused on areas of high unmet medical need. Its proprietary pipeline is centered on antibody-drug conjugates (ADCs), led by IPH4502, a differentiated Nectin-4 ADC in clinical development for solid tumors, and supported by a preclinical portfolio of next-generation ADC candidates. In parallel, Innate is advancing two partnered late-stage assets: lacutamab, developed with Sobi for cutaneous T-cell lymphomas, and monalizumab, developed with AstraZeneca for non-small cell lung cancer (NSCLC).
Innate Pharma has established collaborations with leading biopharmaceutical companies, including Sobi, Sanofi and AstraZeneca, as well as renowned academic and research institutions, to advance innovation in immuno-oncology.
Headquartered in Marseille, France, Innate Pharma is listed on Euronext Paris and Nasdaq in the US.
Learn more about Innate Pharma at www.innate-pharma.com and follow us on LinkedIn and X.
ISIN code: FR0010331421
Ticker code: Euronext Paris: IPH | Nasdaq: IPHA
LEI: 9695002Y8420ZB8HJE29
This press release contains certain forward-looking statements, including those within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. The use of certain words, including “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “may,” “might,” “potential,” “should,” “will,” or the negative of these and similar expressions, is intended to identify forward-looking statements. Although Innate believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties