Full Press Release Details
A corporation ( SA ) with a share capital of 5,029,549.70 euros
Registered office : 8, rue de la Croix Jarry - 75013 Paris
428 859 052 T.C.R. Paris
COMBINED GENERAL MEETING OF SHAREHOLDERS
The shareholders are hereby informed that they are convened to the combined general meeting to be held on June 25, 2026 at 2:30 p.m., at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France, for the purpose of considering the following agenda:
Agenda under the competence of the ordinary general meeting
-management report of the Board of Directors including the report on corporate governance and presentation by the Board of the annual financial statements for the financial year ended December 31, 2025,
-reports of the auditors on the annual financial statements and the agreements referred to in Article L. 225-38 of the French Commercial Code,
-auditors' report on the consolidated financial statements for the financial year ended December 31, 2025,
-management report of the Group and presentation by the Board of the consolidated financial statements for the financial year ended December 31, 2025,
1.approval of the annual financial statements for the financial year ended December 31, 2025,
2.approval of the consolidated financial statements for the financial year ended December 31, 2025,
3.allocation of the results for the financial year ended December 31, 2025,
4.allocation of losses carried forward to the share premium account,
5.review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code,
6.renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors,
7.renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors,
8.renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors,
9.renewal of the appointment of Ms. C cile Chartier as a member of the Board of Directors,
10.authorization to the Board of Directors to buy back shares of the Company,
Agenda under the competence of the extraordinary general meeting
11.authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization to buy back its own shares,
12.amendment of the age limit applicable to the chairman of the board of directors subsequent amendment of the articles of association,
13.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector),
14.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institutions, investment services providers or members of an investment pool guaranteeing the completion of the considered issue),
15.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (industrial companies, institutions or entities active in the health or biotechnology sector),
16.delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity or bond financing agreement,
17.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors),
18.delegation of authority to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity financing program on the American market known as At-the-market or ATM ,
19.delegation of authority to be granted to the Board of Directors to increase the capital, within the limit of 30% of the capital, by issuing ordinary shares and/or any securities with cancellation of shareholders' preferential subscription rights in favor of specifically designated persons - delegation to the Board of Directors of the power to designate them,
20.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities giving access to the share capital, with the shareholders' preferential subscription rights maintained,
21.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' preferential subscription rights by way of a public offering (other than the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code),
22.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' preferential subscription rights by way of an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code,
23.delegation of authority to be granted 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,
24.overall limitations on the amount of issues made under the Thirteenth resolution to the Twenty-Third resolution,
25.delegation of authority to be granted to the Board of Directors to increase the share capital by incorporation of premiums, reserves, profits or other,
26.authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary shares in the Company, entailing a waiver by the shareholders of their preferential subscription rights,
27.authorization to be granted to the Board of Directors to proceed with free allocations of ordinary shares of the Company, to the benefit of employees and/or corporate officers of the Company and its subsidiaries, entailing the waiver by the shareholders of their preferential subscription rights,
28.determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares,
29.amendment of Article 18 of the Bylaws relating to general meetings in order to comply with new legislative and regulatory provisions,
30.delegation of authority to be granted to the Board of Directors to proceed with an increase in the share capital, the subscription of which would be reserved for the members of a company savings plan established pursuant to Articles L. 3332-1 et seq. of the Labor Code.
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Approval of the annual financial statements for the financial year ended December 31, 2025
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors including the corporate governance report for the year ended December 31, 2025, and the statutory auditors' report on the annual financial statements and corporate governance,
approves the annual financial statements for the year ended December 31, 2025, resulting in a loss of 61,849,605 euros, as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports,
notes that the accounts do not show any expenses and charges referred to in Article 39-4 of the General Tax Code, nor any excess depreciation.
Approval of the consolidated financial statements for the financial year ended December 31, 2025
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having read the report on the management of the group during the financial year ending December 31, 2025, and on the consolidated financial statements for that year, as well as the auditors' report on the said financial statements,
approves the annual financial statements for the year ended December 31, 2025, resulting in a loss of 67,592,758 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.
Allocation of the results for the financial year ended December 31, 2025
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the loss for the financial year ending December 31, 2025, amounts to 61,849,605 euros,
resolves to allocate said loss to the retained earnings account, which, as a result, will be negative up to this amount.
In accordance with Article 243 bis of the French General Tax Code, it is recalled that no dividend has been distributed for the last three financial years.
Allocation of losses carried forward to the share premium account,
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the retained earnings account negatively amounts to 61,849,605 euros after allocation of the losses for the financial year ending December 31, 2025, and that the share premium account amounts to 194,582,155.02 euros as of December 31, 2025,
decides to charge all the losses recorded in the retained earnings account to the share premium account, which is thus reduced to 132,732,550.02 euros,
notes that as a result the retained earnings account is completely cleared.
Review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the auditors' special report,
approves the renewal of the selling and financing agreements entered into with Bpifrance, under which Bpifrance finances the Company's claim against the French Treasury in respect of the Research Tax Credit until October 15, 2026, the conclusion of which was authorized by the Board of Directors at its meeting of December 2024.
Renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. Jean-Pierre Garnier is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Jean-Pierre Garnier for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2028.
Mr. Jean-Pierre Garnier has already accepted the renewal of his appointment.
Renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. Laurent Arthaud is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Laurent Arthaud for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2028.
Mr. Laurent Arthaud has already accepted the renewal of his appointment.
Renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. Rainer Boehm is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Rainer Boehm for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2028.
Mr. Rainer Boehm has already accepted the renewal of his appointment.
Renewal of the appointment of Ms. C cile Chartier as a member of the Board of Directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Ms. C cile Chartier is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Ms. C cile Chartier for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2028.
Ms. C cile Chartier has already accepted the renewal of her appointment.
Authorization to the Board of Directors to buy back shares of the Company
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
authorizes the Board of Directors to acquire shares in the Company under the conditions set out in Articles L. 22-10-62 et seq. of the French Commercial Code,
resolves that the acquisition, sale or transfer of these shares may be carried out by any means, on one or more occasions, in particular on the market or over-the-counter, including by acquisition or sale of blocks, public offers, using option or derivative mechanisms, under the conditions provided for by the market authorities and in compliance with the applicable regulations,
resolves that the authorization may be used in order:
-to ensure the liquidity of the Company's shares under a liquidity agreement entered into with an investment services provider, in accordance with the market practice accepted by the financial markets' authority with regard to share liquidity agreements,
-to honor obligations related to stock option programs, free share grants, employee savings schemes or other share allocations to employees and managers of the Company or its affiliates,
-to deliver shares on the exercise of rights attached to securities giving access to the capital,