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Share-based payments | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangements [Abstract] |
Share-based payments | Share-based payments The Group has granted BCEs, BSAs and free shares (attributions gratuities d’actions, or “AGAs”). These plans qualify as “equity settled” under IFRS 2. The Group does not have any obligation to purchase these instruments in the event of departure or if a specific event does not occur. Valuation methods of BCEs, BSAs and AGAs The fair value of share-based awards was determined at grant date using the Black Scholes model for the BCEs and BSAs and the Monte-Carlo simulation for AGAs plans with market performance conditions. The assumptions used to estimate the fair value of the instruments are presented below and include: •Expected maturity of the options; •Expected volatility based on the historical market share price available; •Expected dividends based on management best estimate; •Risk-free interest rate based on French OAT rates measured at grant dates; •Share price, including offered in case of change of control (only for the market conditions applicable to the free-share plans AGA 2021 and AGA 2023-1) is based on Monte-Carlo simulations and taking into account a change of control premium based on the management best estimate. BCEs The following tables summarize the data relating to BCEs as well as the assumptions used for the measurement thereof in accordance with IFRS 2 – Share-based Payment:
GRANT D ATE |  | TYPE |  | TOTAL NUMBER OF BCEs ISSUED |  | NUMBER OF BCE OUTSTAND ING AS OF JANUARY 1, 2024 |  | NUMBER OF ISSUED BCEs |  | NUMBER OF LAPSED BCEs |  | NUMBER OF EXERCISE D BCEs |  | NUMBER OF BCEs OUTSTAND ING |  | NUMBER OF BCEs EXERCISA BLE |  | MAXIMUM NUMBER OF SHARES TO BE ISSUED IF ALL CONDITIO NS ARE MET
|  |  |  | YEAR ENDED DECEMBER 31, 2024 |  | AS OF DECEMBER 31, 2024
2016-11-07 |  | BCE-2016-1 |  | 84,000 |  | 22,495 |  | — |  | (3,699) |  | — |  | 18,796 |  | 18,796 |  | 18,796
2017-01-23 |  | BCE-2017-1 |  | 67,374 |  | 67,000 |  | — |  | — |  | — |  | 67,000 |  | 41,735 |  | 67,000
2017-11-20 |  | BCE-2017-2 |  | 150,000 |  | 112,500 |  | — |  | — |  | — |  | 112,500 |  | 112,500 |  | 112,500
2017-11-20 |  | BCE-2017-4 |  | 67,374 |  | 67,373 |  | — |  | — |  | — |  | 67,373 |  | 33,686 |  | 67,373
2017-11-20 |  | BCE-2017-5 |  | 67,374 |  | 64,374 |  | — |  | (26,687) |  | (4,000) |  | 33,687 |  | 16,843 |  | 33,687
2018-03-15 |  | BCE-2018-1 |  | 22,000 |  | 11,980 |  | — |  | — |  | — |  | 11,980 |  | 11,980 |  | 11,980
2018-05-14 |  | BCE 2018-3 |  | 33,687 |  | 16,844 |  | — |  | (16,844) |  | — |  | — |  | — |  | —
2018-05-14 |  | BCE-2018-4 |  | 16,843 |  | 16,843 |  | — |  | — |  | — |  | 16,843 |  | 8,422 |  | 16,843
2018-05-14 |  | BCE-2018-5 |  | 22,000 |  | 6,000 |  | — |  | (4,000) |  | — |  | 2,000 |  | 2,000 |  | 2,000
|  | Total BCEs |  | 530,652 |  | 385,409 |  | — |  | (51,230) |  | (4,000) |  | 330,179 |  | 245,962 |  | 330,179
The BCEs include a service condition under which the beneficiary must still be an employee, a corporate officer or a scientific consultant of the Group at the time of vesting. The exercise rights for most of the BCEs are vested annually and have the following vesting terms: •25% of the award vests on the first anniversary of the date of grant for all currently issued BCEs; and •For the remaining 75% of the award, the BCEs vest 1/48th per month over four years from the anniversary date of the grant. Most of the BCEs plans (all BCEs plans except BCE 2014-2 fully vested as of January 1, 2020) include or partially include non- market performance conditions (obtaining financing of €100 million, positive results on clinic studies, signature of informed consent in a clinical phase, signing a license agreement, FDA authorization). The level of achievement of the non-market performance conditions are taken into account in determining the number of BCEs allocated initially and reassessed at each closing date. In the event of a change of control or a M&A transaction, all the BCEs will become immediately exercisable. A change of control is defined as a new investor/company holding directly or indirectly more than 50% of the share capital or voting rights. As such the probable vesting date of each plan corresponds to the weighted average of probable change of control dates. BSAs The following tables summarize the data relating to BSAs as well as the assumptions used for the measurement thereof in accordance with IFRS 2—Share-based Payment:
GRANT DATE |  | TYPE |  | TOTAL NUMBER OF BSAs ISSUED |  | NUMBER OF BCAs OUTSTAND ING AS OF JANUARY 1, 2024 |  | NUMBER OF ISSUED BSAs |  | NUMBER OF LAPSED BSAs |  | NUMBER OF EXERCISE D BSAs |  | NUMBER OF BSAs OUTSTAND ING |  | NUMBER OF BSAs EXERCISA BLE |  | MAXIMUM NUMBER OF SHARES TO BE ISSUED IF ALL CONDITIO NS ARE MET
|  |  |  | YEAR ENDED DECEMBER 31, 2024 |  | AS OF DECEMBER 31, 2024
2015-12-04 |  | BSA-2015-11 |  | 96,924 |  | 96,924 |  | — |  | — |  | — |  | 96,924 |  | 96,924 |  | 96,924
2015-12-04 |  | BSA-2015-12 |  | 82,000 |  | 16,400 |  | — |  | — |  | — |  | 16,400 |  | 16,400 |  | 16,400
2017-09-18 |  | BSA-2017-1 |  | 16,400 |  | 16,400 |  | — |  | — |  | — |  | 16,400 |  | 16,400 |  | 16,400
2018-01-22 |  | BSA-2018-1 |  | 49,200 |  | 16,400 |  | — |  | — |  | — |  | 16,400 |  | 16,400 |  | 16,400
2014-03-11 |  | BSA-2014-4 |  | 1,315 |  | 842 |  | — |  | (842) |  | — |  | — |  | — |  | —
2014-03-11 |  | BSA-2014-5 |  | 787 |  | 230 |  | — |  | (230) |  | — |  | — |  | — |  | —
2024-04-04 |  | BSA-2024-1 |  | 58,365 |  | — |  | — |  | — |  | — |  | 58,365 |  | — |  | 58,365
2024-04-04 |  | BSA-2024-2 |  | 19,455 |  | — |  | — |  | — |  | — |  | 19,455 |  | — |  | 19,455
|  | Total BSAs |  | 324,446 |  | 147,196 |  |  |  | (1,072) |  | — |  | 223,944 |  | 146,124 |  | 223,944
BSAs issued prior to January 1, 2024 These BSAs include a service condition under which the beneficiary must still be an employee, a corporate officer or a scientific consultant of the Group at the time of vesting. The exercise rights for most of these BSAs are vested annually and have the following vesting terms: •25% of the award vests on the first anniversary of the date of grant for all currently issued BSAs; and •For the remaining 75% of the award, the BSAs vest 1/48th per month over four years from the anniversary date of the grant. All of these BSAs plans include or partially include non-market performance conditions (positive results on clinic studies, signature of informed consent in a clinical phase, signing a license agreement, FDA authorization). The level of achievement of the non-market performance conditions are taken into account in determining the number of BSAs allocated initially and reassessed at each closing date. In the event of a change of control or a M&A transaction, all these BSAs will become immediately exercisable. A change of control is defined as a new investor/company holding directly or indirectly more than 50% of the share capital or voting rights. As such the probable vesting date of each plan corresponds to the weighted average of probable change of control dates. BSAs granted in March 2024 In March 2024, the Group granted its independent Board members the right to subscribe up to 77,820 share warrants (BSA) in the aggregate, the vesting of which is subject to a service condition of four years, by tranches of 25% each, vested on each anniversary date. Additionally, the BSAs are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group. All of the granted BSAs were subscribed by the beneficiaries in April 2024. The fair value of the BSAs was determined at grant date using the Black Scholes model, with the following assumptions:
TYPE |  | FAIR VALUE OF THE UNDERLYING SHARE |  | FAIR VALUE OF THE BSA |  | NUMBER OF BSAs |  | SUBSCRIPTI ON PRICE |  | STRIKE PRICE PER SHARE |  | RISK FREE RATE |  | EXPECTED MATURITY |  | VOLATILITY
BSA 2024-1 |  | €14.06 |  | [€5.7-€6.5] |  | 58,365 |  | €2.57 |  | €13.10 |  | 4.30% |  | [5.4-6.9 years] |  | 60.41%
BSA 2024-2 |  | €14.06 |  | [€5.8-€6.6] |  | 19,455 |  | €2.57 |  | €13.10 |  | 4.30% |  | [5.5-7.0 years] |  | 60.41%
AGAs The following tables summarize the data relating to AGAs as well as the assumptions used for the measurement thereof in accordance with IFRS 2—Share-based Payment:
GRANT DATE |  | TYPE |  | TOTAL NUMBER OF AGAs ISSUED |  | NUMBER OF AGAs OUTSTANGIN G AS OF JANUARY 1, 2024 |  | NUMBER OF ISSUED AGAs |  | NUMBER OF LAPSED AGAs |  | NUMBER OF VESTED AGAs |  | NUMBER OF AGAs OUTSTANDIN G
|  |  |  |  | FOR THE YEAR ENDED DECEMBER 31, 2024 |  | AS OF DECEMBER 31, 2024
07/11/23 |  | AGA-2023-1 |  | 1,382,796 |  | 1,382,796 |  | — |  | (212,737) |  | (390,019) |  | 780,040
07/11/23 |  | AGA-2023-2 |  | 100,000 |  | 100,000 |  | — |  | — |  | (25,000) |  | 75,000
09/28/23 |  | AGA-2023-3 |  | 731,500 |  | 731,500 |  | — |  | (245,625) |  | — |  | 485,875
09/28/23 |  | AGA-2023-4 |  | 254,250 |  | 254,250 |  | — |  | (41,000) |  | — |  | 213,250
12/01/23 |  | AGA-2023-5 |  | 132,750 |  | 132,750 |  | — |  | (51,500) |  | — |  | 81,250
02/01/24 |  | AGA-2024-1 |  | 1,549,125 |  | — |  | 1,549,125 |  | (193,500) |  | — |  | 1,355,625
03/28/24 |  | AGA-2024-2 |  | 22,500 |  | — |  | 22,500 |  | — |  | — |  | 22,500
05/23/24 |  | AGA-2024-3 |  | 38,500 |  | — |  | 38,500 |  | — |  | — |  | 38,500
07/11/24 |  | AGA-2024-4 |  | 93,000 |  | — |  | 93,000 |  | — |  | — |  | 93,000
07/11/24 |  | AGA-2024-5 |  | 25,000 |  | — |  | 25,000 |  | — |  | — |  | 25,000
07/11/24 |  | AGA-2024-6 |  | 20,000 |  | — |  | 20,000 |  | — |  | — |  | 20,000
09/05/24 |  | AGA-2024-7 |  | 198,000 |  | — |  | 198,000 |  | — |  | — |  | 198,000
|  | Total AGAs |  | 4,547,421 |  | 2,601,296 |  | 1,946,125 |  | (744,362) |  | (415,019) |  | 3,388,040
TYPE |  | FAIR VALUE OF THE UNDERLYING SHARE |  | FAIR VALUE OF THE AGA |  | AGA PRICE |  | MATURITY |  | VOLATILITY |  | RISK FREE RATE
AGA 2021 |  | €31.60 |  | €23.92 |  | €0.00 |  | 2022-07-31 |  | 49.0% |  | -1.00%
AGA 2023-1 (Tranches 1-4) |  | €15.98 |  | €15.98 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2023-1 (Tranche 5) |  | €15.98 |  | €3.62 |  | €0.00 |  | 2024-12-31 |  | 67.2% |  | 3.20%
AGA 2023-1 (Tranche 6) |  | €15.98 |  | €0.74 |  | €0.00 |  | 2024-07-11 |  | 67.2% |  | 3.20%
AGA 2023-2 (Tranche 1) |  | €15.98 |  | €15.98 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2023-2 (Tranche 2) |  | €15.98 |  | €9.59 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2023-3 |  | €14.92 |  | €14.92 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2023-4 |  | €14.92 |  | €14.92 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2023-5 |  | €9.16 |  | €9.16 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2024-1 |  | €12.26 |  | €12.26 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA 2024-2 |  | €13.40 |  | €13.40 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA-2024-3 |  | €12.76 |  | €12.76 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA-2024-4 |  | €12.54 |  | €12.54 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA-2024-5 |  | €12.54 |  | €12.54 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA-2024-6 |  | €12.54 |  | €12.54 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGA-2024-7 |  | €10.80 |  | €10.80 |  | €0.00 |  | N/A |  | N/A |  | N/A
AGAs granted in September 2021 AGAs granted in September 2021 are subject to a vesting service condition of one year following the grant date. The number of shares that will be finally vested under this plan will depend on the following conditions: if a M&A transaction is completed on or prior to July 31, 2022 and the price per ordinary share of the Group retained in the framework of the M&A transaction is at least equal to €100 per share (or lower than €100 per share) then 100% (or 75%) of the shares initially granted will be vested. The AGAs are forfeited if a M&A transaction is not completed on or prior to July 31, 2022. These conditions qualify as both a non-market performance condition (occurrence or not of a M&A transaction before July 31, 2022) and a market condition (number of shares depending on the share price offered in case of a M&A transaction before July 31, 2022) under IFRS 2 principles. The level of achievement of the market condition is directly included in the unit fair value of the free shares and the probability of a M&A transaction before July 31, 2022 is included in the estimation of the number of shares that will be finally vested by the beneficiaries. During the period ended December 31, 2022, the AGAs were all forfeited since no M&A transaction was completed on or prior to July 31, 2022. This resulted in a reversal of the related compensation expense of €1,026 thousand and the reversal of the accrual for social taxes of €205 thousand that was recorded as of December 31, 2021. AGAs granted in July 2023 (a) Pursuant to a Board decision on July 11, 2023, the Group allocated a total number of 1,382,796 AGAs to Mr. Marc de Garidel, as the Group’s Chief Executive Officer, to which performance conditions and service conditions apply (AGA plan 2023-1): •For 212,738 AGAs 2023-1 (tranche 1): the acquisition period shall end on the first anniversary of the allocation date; •For 638,214 AGAs 2023-1 (tranche 2): the AGAs 2023-1 shall progressively be definitively acquired on a monthly basis over a period of three years starting after the first anniversary of the allocation date; •For 212,738 AGAs 2023-1 (tranche 3): the acquisition period shall end on the latest date between (i) the first anniversary of the allocation date, and (ii) the date on which a specific performance condition related to regulatory approval is fulfilled; •For 106,369 AGAs 2023-1 (tranche 4): the acquisition period shall end on the latest date between (i) the first anniversary of the allocation date, and (ii) the date on which the Group successfully completes a public offering raising at least $100 million in gross proceeds (the condition was met on October 24, 2023); •For 106,369 AGAs 2023-1 (tranche 5): the acquisition period shall end on the latest date between (i) the first anniversary of the allocation date, and (ii) the date on which a specific performance condition related to the Group’s market capitalization is fulfilled; •For 106,368 AGAs 2023-1 (tranche 6): the acquisition period shall end on the first anniversary of the allocation date subject to the completion, prior to such date, of a tender offer on the securities issued by the Group, at a predetermined minimum price, and resulting in a change of control of the Group; •Additionally, AGAs related to tranches 1 to 5 are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group. The Group qualified those conditions under IFRS 2 principles as follows: •Conditions related to tranches 1 and 2 qualify as service conditions under IFRS 2 principles. •Conditions related to tranches 3 and 4 qualify as service and non-market performance conditions. Their levels of achievement are reflected in the number of instruments that are expected to vest and were estimated by management based on observable industry-specific data. •Conditions related to tranches 5 and 6 qualify as service and market performance conditions. The levels of achievement of market conditions are reflected in the unit fair value of the free shares and were estimated by management using the valuation methods and assumptions set out above. The valuation of tranche 6 also incorporates management’s estimate of the probability of a M&A transaction prior to the limit date. •The vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group qualifies as a non-market performance condition. (b) Pursuant to a Board decision on July 11, 2023, the Group allocated a total number of 100,000 AGAs to Mr. Hartmut Ehrlich, as the Group’s former Chief Executive Officer, to which the following conditions apply (AGA plan 2023-2): •For 25,000 AGAs 2023-2 (tranche 1): the acquisition period shall end on the first anniversary of the allocation date, and is not subject to a future service condition; •For 75,000 AGAs 2023-2 (tranche 2): the acquisition period shall end on the latest date between (i) the first anniversary of the allocation date, and (ii) the date on which a specific condition, related to positive results on clinical studies, is fulfilled. The acquisition is not subject to a future service condition. Additionally, the tranche is subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group. This tranche qualifies as a non-vesting condition. Its level of achievement is reflected in the unit fair value of the free shares, and was estimated by management based on observable industry-specific data. AGAs granted in September and December 2023 On September 28, 2023 and December 1, 2023, certain of the Group’s officers and employees were allocated respectively 985,750 AGAs (AGA plans 2023-3 and 2023-4) and 132,750 AGAs (AGA plan 2023-5) in the aggregate, the vesting of which is subject to certain conditions: •Subject to remaining employed with the Group, each such officer or employee’s AGAs will be vested as follows: (i) 50% at the end of a two-year period from the allocation date, (ii) 25% at the end of a three-year period from the allocation date and (iii) 25% at the end of a four-year period from the allocation date (service condition). •Of the 1,118,500 AGAs, 254,250 AGAs are subject to an additional non-market performance condition of the successful completion of a public offering raising at least $200 million in gross proceeds. This condition was met on October 24, 2023. Additionally, all the 2023-3, 2023-4 and 2023-5 AGAs are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the Group. AGAs granted in February, March, May, July and September 2024 On February 1, 2024, March 28, 2024, May 23, 2024, July 11, 2024 and September 5, 2024 certain of the Group’s officers and employees were allocated respectively 1,549,125 AGAs (AGA plans 2024-1), 22,500 AGAs (AGA plan 2024-2), 38,500 AGAs (AGA plans 2024-3), 138,000 AGAs (AGA plans 2024-4, 5 and 6) and 198,000 AGAs (AGA plans 2024-7), in the aggregate, the vesting of which is subject to certain conditions: •Subject to remaining employed with the Group, each such officer or employee’s AGAs (with the exception of AGAs 2024-6) will be vested as follows: (i) 50% at the end of a two years period from the allocation date, (ii) 25% at the end of a three-year period from the allocation date and (iii) 25% at the end of a four years period from the allocation date (service condition). •The 20,000 AGAs 2024-6 granted to an employee are composed of (i) a first tranche of 10,000 AGAs not subject to any presence of performance condition and (ii) a second tranche of 10,000 AGAs subject to a non-vesting condition, the achievement of which was deemed certain on grant date. •Additionally, all the 2024-1 to 2024-7 AGA plans are subject to a vesting acceleration condition in case of a tender offer on the securities issued by the Group and resulting in a change of control of the G roup. Social taxes related to AGAs AGA plans granted to the Group's officers and employees are subject to employer's taxes, measured in accordance with the same principles as the AGA plans. These taxes are classified as provisions before they are due. Breakdown of the compensation expenses accounted for the period ended December 31, 2022, 2023 and 2024
TYPE (in thousands of euros) |  | YEAR ENDED DECEMBER 31, 2022 |  | YEAR ENDED DECEMBER 31, 2023 |  | YEAR ENDED DECEMBER 31, 2024
BCEs |  | (138) |  | (112) |  | (112)
BSAs |  | — |  | — |  | (211)
AGAs |  | (1,026) |  | (8,067) |  | (19,900)
Social taxes related to AGAs |  | (205) |  | (426) |  | (717)
Total |  | (1,369) |  | (8,605) |  | (20,941)

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- Definition Share-Based Payment Arrangements [Abstract] + References No definition available. + Details
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- Definition The entire disclosure for share-based payment arrangements. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name IFRS -Number 2 -IssueDate 2024-01-01 -Paragraph 44 -URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=2&code=ifrs-tx-2024-en-r&anchor=para_44&doctype=Standard -URIDate 2024-03-27 + Details
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