XML 69 R23.htm IDEA: XBRL DOCUMENT v3.25.1

Financial liabilities

12 Months Ended

Dec. 31, 2024

Disclosure of financial liabilities [abstract]

Financial liabilities

Financial liabilities

Financial liabilities break down as follows:

(amounts in thousands of euros)
FINANCIAL LIABILITIES	AS OF DECEMBER 31, 20221		AS OF DECEMBER 31, 20231		AS OF DECEMBER 31, 2024
Kreos 1 & 2 bond loans	4,730		—		—
Kreos & Claret bond loans	—		—		26,373
Lease liabilities	839		160		1,431
PGE	3,558		2,402		1,252
Borrowings	9,127		2,563		29,056
Kreos / Claret convertible notes (OCABSA)	—		21,643		23,370
Convertible loan notes	—		21,643		23,370
Kreos A & B BSA	424		—		—
Oceane conversion option	142		—		—
Kreos & Claret minimum return indemnifications	—		—		3,620
Derivative instruments	566		—		3,620
Conditional advances Bpifrance	3,262		3,262		—
Royalty certificates	3,287		12,229		13,023
Other financial liabilities	6,549		15,491		13,023
Total non-current financial liabilities	16,241		39,697		69,069
Kreos 1 & 2 bond loans	8,252		—		—
Kreos & Claret bond loans	—		—		20,028
Lease liabilities	545		379		932
PGE	1,280		1,276		1,235
Borrowings	10,077		1,655		22,195
OCEANE	19,957		—		—
Heights convertible notes	—		29,605		21,574
Convertible loan notes	19,957		29,605		21,574
Conditional advances Bpifrance	3,521		3,509		—
Other financial liabilities	3,521		3,509		—
Kreos / Claret BSA			2,579		1,166
Derivative instruments	—		2,579		1,166
Total current financial liabilities	33,555		37,348		44,935
Total financial liabilities	49,797		77,045		114,004

1In application of the Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, and Non-current Liabilities

with Covenants, the non-current portion of the OCEANE bonds as of December 31, 2022 and the non-current portion of the Heights convertible notes as of December

31, 2023 were reclassified within the current liabilities (Convertible loan notes) as of December 31, 2022 and 2023 respectively (see Note 2).

Note 15.1. Structured debt financing with Kreos & Claret subscribed in August 2023 – “Kreos / Claret Financing”

On August 20, 2023, the Group entered into a structured debt financing agreement with Kreos and Claret  (the Kreos / Claret

Financing), for up to €75,000 thousand.

The Kreos / Claret Financing consists of three tranches of €25,000 thousand each in aggregate principal amount:

•The first tranche (“tranche A”) in aggregate principal amount of €25,000 thousand takes the form of senior secured

convertible bonds with warrants attached (the “Kreos / Claret OCABSA”) and was drawn on August 22, 2023. The Kreos /

Claret OCABSA are convertible into ordinary shares at any time from their issuance at the request of their holders at a fixed

conversion price of €21.2209, subject to standard adjustments, including anti-dilution and dividend protections.

Interest on the Kreos / Claret OCABSA accrues at a 9.00% annual fixed interest rate, payable in quarterly installments. The

Kreos / Claret OCBSA’s maturity date is March 31, 2027, it being specified that the scheduled date of final repayment is

January 1, 2027.

The Group is allowed to prepay the amounts due under the Kreos / Claret OCABSA at any time. In such case, the Group will

be required to pay a sum equal to (i) the principal outstanding at the time of the prepayment (plus accrued interests), plus (ii)

an aggregate of all remaining interest payments that would have been paid throughout the remainder of the term of the

tranche, discounted to present value by applying a discount rate of 4%, plus (iii) an end-of-loan exit fee equal to 8.0% of the

amounts drawn thereunder. In case of prepayment, the holders of the Kreos / Claret OCABSA will have the option to request

a conversion of their Kreos / Claret OCABSA instead of a cash repayment, in which case, the end-of-loan exit fee is not

payable by the Group.

The warrants included in the Kreos / Claret OCABSA will only become exercisable in case of prepayment in cash of the

Kreos / Claret convertible bonds by the Group. Upon exercise of the warrants, their holders will be able to subscribe to the

same number of ordinary shares (and at the same price conditions) as they would have been able to subscribe had they

converted the Kreos / Claret OCABSA which have been prepaid in cash. Any warrants not exercised on or prior to January 1,

2027 will become automatically null and void. For the avoidance of doubt, if the Group does not prepay any Kreos / Claret

OCABSA in cash prior to their scheduled repayment dates, none of the warrants will be exercisable.

•The second tranche (“tranche B”) in aggregate principal amount of €25,000 thousand takes the form of senior secured non-

convertible bonds and was drawn on March 28, 2024. The drawdown of the second tranche was subject to a maximum 10%

Debt-To-Market Capitalization Ratio at the time of drawdown. The “Debt-To-Market Capitalization Ratio” is calculated on

any relevant date, by dividing (i) the indebtedness of the Group (including amounts due under the Kreos / Claret Financing

but excluding amounts due under the Heights Financing), by (ii) the market capitalization of the Group calculated by

multiplying the number of outstanding ordinary shares by the closing price of the ordinary shares on such relevant date.

•The third tranche (“tranche C”) in aggregate principal amount of €25,000 thousand takes the form of senior secured non-

convertible bonds and was drawn on June 21, 2024. The drawdown of the third tranche was subject to a maximum 10% Debt-

To-Market Capitalization Ratio at the time of drawdown (excluding the Heights Financing) and was conditional on the Group

raising a minimum of $125,000 thousand in gross proceeds through a listing on Nasdaq before June 30, 2024. This condition

was met on October 24, 2023 (see Note 3.3).

A variable interest rate of 7.5% + European Central Bank Base Rate (MRO) (with a floor at 2.5% and a cap at 4%) applies to

the second and third tranche. These two tranches will be repaid monthly through March 31, 2027, after a deferred repayment

of the principal until February 1, 2025.

The Group is allowed to prepay the amounts due under the second and third tranches of the Kreos / Claret Financing at any

time. In such case, The Group will be required to pay a sum equal to (i) the principal outstanding at the time of the

prepayment (plus accrued interests), plus (ii) an aggregate of all remaining interest payments that would have been paid

throughout the remainder of the term of the applicable tranche, discounted to present value by applying a discount rate of 4%,

plus (iii) an end-of-loan exit fee equal to 6.0% of the amounts drawn under the applicable tranche.

The Kreos / Claret Financing also provides for a Minimal Return Indemnification ("MRI") to the benefit of the bondholders. The

Minimum Cash Return amount is defined as follows:

(i) with respect to tranche A and tranche B, 1.4 times the amount of the cumulated principal drawn under the relevant

instrument, and;

(ii) with respect to tranche C, 1.3 times the amount of the cumulated principal drawn under the relevant instrument. 

In the event the amount of the cash generated by the tranche A (the Kreos / Claret OCABSA), tranche B or tranche C bond loans,

including principal and interest payments, transaction fees, and the end-of-loan exit fees, (the “Actual Return” calculated as at the

earlier of (i) March 31, 2027, or (ii) the date of any prepayment or acceleration of the tranche B and C bond loans or more generally

such earlier date as the same shall become repayable ("the Redemption Date")), is lower than the Minimum Cash Return, the Group

shall indemnify the bondholders for the difference between the Minimum Cash Return and the Actual Return (the “Minimal Return

Indemnification").

If at the time of the Minimum Return Indemnification payment, the warrants related to both the OCABSA Bonds and the Tranche B

amortized bonds (the “Kreos / Claret A-B warrants”) or the Kreos / Claret Tranche C warrants are still outstanding, the exercise price

for such warrants shall be adjusted up by the amount of the Minimum Return Indemnification divided by the number of warrants

outstanding. For any Kreos / Claret A-B or C warrants that were exercised prior to the last Redemption Date, any capital gains made

from the exercise of such warrants will be added to the Minimum Cash Return amount.

Unless the repayment of the Tranche A and B bond loans results from a change of control (in which case the calculation of the Actual

Return shall only include (i) interest accrued prior to conversion of any Tranche A OCABSA, (ii) transaction and end-of-loan exit

fees, and (iii) the net capital gain derived from the sale of shares underlying the Tranche A OCABSA within the framework of the

change of control transaction), neither the principal subscribed under Tranche A nor the Actual Return generated by Tranche A shall

be included in the calculation of the Minimum Return Indemnification (i.e. the Minimum Cash Return and the Actual Return shall

only be calculated, and the Minimum Return Indemnification shall only apply to Tranche B and Tranche C).

The Kreos / Claret Financing provides for certain restrictive covenants (subject to customary exceptions) which include, among other

things, restrictions on the incurrence of indebtedness, cross-default, the distribution of dividends and the grant of security interests. As

security for the Kreos / Claret Financing, the lenders benefit from the grant of first-ranking collateral on The Group’s principal

tangible and intangible assets, including pledges over The Group’s business (fonds de commerce) as a going concern and intellectual

property rights in The Group's lead drug candidate, as well as pledges over The Group’s bank accounts and receivables. Such

securities apply to all tranches of the Kreos / Claret Financing.

In addition to the Kreos / Claret OCABSA, the Group has issued warrants (the “tranche A-B BSA”) for a global subscription price of

€1.00, giving Kreos and Claret the right to subscribe to up to 214,198 new ordinary shares at an exercise price of €18.6744

(corresponding to a 10% premium over the 15-day VWAP prior to the date on which their issuance was decided). On November 2,

2023, a second tranche of 405,832 Kreos / Claret warrants (the “tranche C BSA”) was issued. The exercise price of the additional

warrants is equal to approximately €9.86 (corresponding to 110% of the 15-day VWAP prior to the date on which their issuance was

decided). The number of warrants issued corresponds to €4,000,000 divided by the aforementioned exercise price (i.e. 405,832

warrants). Of these additional warrants, 50% are exercisable immediately and the remaining 50% (“the conditional warrants”) shall

only be exercisable if the third tranche of the Kreos / Claret Financing is drawn by the Group.  The Kreos / Claret warrants can be

exercised over a period of 7 years from their issuance date or up until the date of the successful closing of a tender offer for the

ordinary shares, whichever is earlier. At the time of exercise of the Kreos / Claret warrants, the holders of the warrants are eligible to

sell part of their warrants to the Group in accordance with a put option agreement to allow for a cashless exercise.

On August 22, 2023, the Group repaid in full the pre-existing debt agreements with Kreos for a total amount of €7,661 thousand. The

accounting treatment of this transaction is explained in Note 15.3.

Accounting treatment

•Kreos / Claret OCABSA

The Kreos / Claret OCABSA are issued at market conditions: the net issuance proceeds reflect the fair value of the

instruments at inception.

The OCABSA are compound instruments, split between (i) a debt component (then measured at amortized cost) and (ii) an

equity component corresponding to the conversion option and the attached OCABSA warrants.

As the adjustment provisions of the OCABSA conversion ratio are aimed at preserving the rights of the bondholders and are

anti-dilutive in nature rather than a down-round protection, the Group determined that the conversion option of the OCABSA

is considered to result in the delivery of a fixed number of shares, and is therefore an equity instrument (the equity component

of the bonds).

The OCABSA warrants were attached to each bond issued in the Tranche A closing and are not transferrable until after a

prepayment. The OCABSA warrants become exercisable (i) upon the Group electing to prepay the bonds and (ii) in the event

of the absence of the conversion notice from the bondholders for the full amount of the prepayment. As such, the warrants are

not freely transferable until the prepayment is made. Thus, the OCABSA warrants are considered as an embedded component

of the bonds rather than a separate stand-alone financial instrument. In all scenarios under which the exercisability conditions

are satisfied, and whereby the bondholder’s option to elect to convert the bonds was considered, the number of total ordinary

shares issuable upon warrant exercise as a result of prepayment and/or conversion option exercise remains fixed. Thus, the

warrants represent an equity-classified component of the bonds.

The issuer prepayment option was deemed closely related to the host debt instrument and therefore does not meet the

definition of a derivative instrument to be bifurcated. 

•Kreos / Claret B and C tranches

The initial right granted to the Group to issue the amortized bonds under tranches B and C, upon meeting certain conditions,

did not meet the definition of a liability and was considered an off-balance sheet loan commitment received from the issuer as

of December 31, 2023.

The interest rate collars related to tranches B and C were determined to be closely related to the host debt instruments and

therefore do not meet the definition of a derivative instrument to be bifurcated.

The prepayment options related to tranches B and C were not determined to be closely related to the host debt instruments

and therefore meet the definition of derivative instruments to be bifurcated. The Group determined that their fair value is

insignificant at issuance and as of December 31, 2024.

The Minimum Return Indemnifications are embedded derivative instruments, which are not deemed closely related to the

host debt instruments and therefore meet the definition of derivative instruments to be bifurcated. They are classified as

derivative financial liabilities and measured at fair value through profit or loss.

The Kreos / Claret second and third tranches are therefore hybrid instruments, split between (i) debt host contracts accounted

for at amortized cost and (ii) bifurcated embedded derivatives accounted for at fair value through profit and loss,

corresponding to the Minimal Return Indemnifications and the prepayment options (the fair value of the prepayment options

being deemed insignificant at issuance and as of December 31, 2024).

•Kreos / Claret BSA

As the A-B and C warrants (the Kreos / Claret BSA) are contractually transferable separately from the bonds and are

redeemable in a variable number of ordinary shares of the Group, they are classified as standalone derivative financial

liabilities.

As the A-B and C warrants (the Kreos / Claret BSA) represent compensation for the realized and future bond issuances of

respectively tranches A-B and C and are an integral part of generating such bond issuances, the Group determined that they

are in nature origination fees.

As the A-B warrants are associated with both the OCABSA issued under tranche A and the amortized bonds issued under

tranche B, the Group allocated the initial fair value of the A-B warrants based on the pro-rata value of the proceeds to be

received under each tranche. At inception, the respective initial fair values of the A-B warrants allocated to tranche A and B

were deferred and subsequently accounted for as an adjustment to the EIR of the related debt components upon their

drawdown (on August 20, 2023 and March 28, 2024 for tranches A and B respectively). Subsequent changes in the fair value

will be recognized through profit or loss.

On November 2, 2023 (issuance date of the Kreos / Claret tranche C BSA), a derivative financial liability was recognized for

their initial fair value with a counterparty in prepaid expenses. On that date, the Group, based on management’s latest

projections, did not consider the drawdown of the tranche C bonds to be probable. Therefore, the amount of prepaid expenses

allocated to the tranche C BSA has been amortized on a straight-line basis until the drawdown of the tranche C bonds.

Measurement of the debt and equity components of the OCABSA

At inception, the fair value of the debt component of the OCABSA amounts to €23,995 thousand, using a market rate assumption of

12.6%.  The equity component amounts to the difference between the whole instrument’s fair value at inception (its nominal value of

€25,000 thousand) and the standalone fair value of the debt component. Therefore, the equity component amounts to €1,005 thousand.

It is not subsequently remeasured.

On the same date, using the same assumptions and an increase in market rate by 100 bp would result in a decrease in the fair value of

the debt component and an increase in the value of the equity component by €624 thousand.

Measurement of the Kreos / Claret second and third tranches hybrid instruments

At inception, the net cash proceeds are the tranches' initial fair values. The fair values of the Minimal Return Indemnifications were

deducted from the initial carrying values of the debt components of each tranche, which were subsequently measured at amortized cost

using the EIR method.

The fair value of the Minimum Return Indemnifications was measured using the following assumptions:

Tranche B Minimum Return Indemnification (issued in March 2024)		AS OF MARCH 28, 2024		AS OF DECEMBER 31, 2024
Final redemption scenario probability		95%		95%
Minimal return		1.40x		1.40x
Discount rate		13%		8%
Probability-weighted present value of shortfall payment (in thousands of €)		1,959 (Final redemption) 68 (Tender offer)		2,635 (Final redemption) 136 (Tender offer)
Probability-weighted fair value of tranche A-B warrants with MRI (in thousands of €)		1,066 (Final redemption)		104 (Final redemption)
Probability-weighted fair value of tranche A-B warrants without MRI (in thousands of €)		1,410 (Final redemption)		241 (Final redemption)
Total fair value of MRI (in thousands of €)		1,615 (Final redemption, i.e. a+b-c) 68 (Tender offer)		2,499 (Final redemption, i.e. a+b-c) 136 (Tender offer)
Fair value of Tranche B MRI (in thousands of €)		1,683		2,636

Tranche C Minimum Return Indemnification (issued in June 2024)		AS OF JUNE 21, 2024		AS OF DECEMBER 31, 2024
Final redemption scenario probability		95%		95%
Minimal return		1.30x		1.30x
Discount rate		15%		8%
(a) Probability-weighted present value of shortfall payment (in thousands of €)		741 (Final redemption) 0 (Tender offer)		1,160 (Final redemption) 43 (Tender offer)
(b) Probability-weighted fair value of tranche C warrants with MRI (in thousands of €)		2,948 (Final redemption)		684 (Final redemption)
(c) Probability-weighted fair value of tranche C warrants without MRI (in thousands of €)		3,250 (Final redemption)		903 (Final redemption)
Total fair value of MRI (in thousands of €)		475 (Final redemption, i.e. a+b-c) 0 (Tender offer)		941 (Final redemption, i.e. a+b-c) 43 (Tender offer)
Fair value of Tranche C MRI (in thousands of €)		475		984

For the purpose of measuring the fair value of the MRI (shortfall payment), the fair value of the tranche A-B and C BSA was

measured with a Black Scholes model under the Final redemption scenario and with a Monte Carlo model under the Tender offer

scenario. As of March 28, 2024, the following assumptions were used: a share price of €13.40, a volatility of 60.3% (Black Scholes)

or 61.9% (Monte Carlo), and a risk-free rate of 2.6% (Black Scholes) or 2.8% (Monte Carlo).

As of June 21, 2024, the following assumptions were used: a share price of €12.94, a volatility of 60.1% (Black Scholes) or 59.9%

(Monte Carlo), and a risk-free rate of 3.0% (Black Scholes) or 3.1% (Monte Carlo).

The assumptions used for the valuations as of December 31, 2024 are set forth below.

As of March 28, 2024, using the same assumption with an increase of +1% volatility, €+1 share price, +1% risk-free rate, +5% in the

probability of achieving the Final redemption scenario and +1% discount rate would result in changes of the MRI B value by

respectively €+4 thousand, €-30 thousand, €-3 thousand, +35 thousand and €-53 thousand.

As of June 21, 2024, using the same assumption with an increase of +1% volatility, €+1 share price, +1% risk-free rate, +5% in the

probability of achieving the Final redemption scenario and +1%discount rate would result in changes of the MRI C fair value by

respectively €+4 thousand, €-16 thousand, €+8 thousand, €+46 thousand and €-13 thousand.

As of December 31, 2024, using the same assumption with an increase of +1% volatility, €+1 share price, +1%risk-free rate, +10% in

the probability of achieving the Final redemption scenario and +1% discount rate would result in changes of the MRI B and C fair

value by respectively €-1 thousand, €-3 thousand, €-3 thousand, €+3 thousand and €-82 thousand.

Measurement of the Kreos / Claret tranche A-B-C BSA

The Kreos / Claret tranche A-B and tranche C BSA are measured at fair value using a Black-Scholes valuation model. The model

considers two probability-weighted scenarios, i.e. (i) the 7 years expiry of the BSA and (ii) an earlier exercise upon a tender offer. The

main data and assumptions are the following:

Kreos/Claret Tranche A-B BSA - August 2023		AS OF AUGUST 22, 2023 (Tranche A-B)		AS OF DECEMBER 31, 2023		AS OF DECEMBER 31, 2024
Number of outstanding BSA		214,198		214,198		214,198
Exercise price per share		€18.67		€18.67		€18.67
Ordinary share price		€17.10		€9.82		€6.76
Exercise date		19/08/2030 (expiry) 18/02/2027 (tender offer)		19/08/2030 (expiry) 18/02/2027 (tender offer)		19/08/2030 (expiry) 18/02/2027 (tender offer)
7-year expiry scenario probability		50%		95%		95%
Volatility		71.9% (expiry) 65.2% (tender offer)		59.5% (expiry) 64.9% (tender offer)		44.3% (expiry) 44.3% (tender offer)
Dividend		—%		—%		—%
Risk-free rate		3.00%		2.30%		2.9% (expiry) 2.9% (tender offer)
Fair value of issued Kreos/Claret Tranche A-B BSA		2,092		920		243

Kreos/Claret Tranche C BSA - November 2023		AS OF NOVEMBER 2, 2023		AS OF DECEMBER 31, 2023		AS OF DECEMBER 31, 2024
Number of outstanding BSA		405,832		405,832		405,832
of which, number of conditional BSA		202,915		202,916		0
Exercise price per share		€9.86		€9.86		€9.86
Ordinary share price		€8.89		€9.82		€6.67
Exercise date		01/11/2030 (expiry) 18/02/2027 (tender offer)		01/11/2030 (expiry) 18/02/2027 (tender offer)		01/11/2030 (expiry) 18/02/2027 (tender offer)
7-year expiry scenario probability		95%		95%		95%
Probability of Drawdown of Tranche C credit facility		30%		30%		Drawn on June 21, 2024
Volatility		67.3% (expiry) 64.3% (tender offer)		67.4% (expiry) 64.9% (tender offer)		44.3% (expiry) 44.3% (tender offer)
Dividend		—%		—%		—%
Risk-free rate		3.00%		2.30%		2.9% (expiry) 2.9% (tender offer)
Fair value of issued Kreos/Claret Tranche C BSA		1,493		1,659		923

As of August 20, 2023 (date of issuance of the tranche A-B BSA), using the same assumption with an increase of +1% volatility, €

+1share price, +1% risk-free rate or +5% in the probability of achieving the 7 years expiry scenario would result in an increase of the

tranche A-B BSA fair value by respectively €48 thousand, €197 thousand, €64 thousand and €64 thousand.

As of November 2, 2023 (date of issuance of the tranche C BSA), using the same assumption with an increase of +1% volatility, €

+1share price, +1% risk-free rate or +5% in the probability of achieving the 7-year expiry scenario would result in an increase of

tranche A-B BSA fair value by respectively €28 thousand, €232 thousand, €42 thousand and €36 thousand.

As of December 31, 2023, using the same assumption with an increase of +1% volatility, €+1share price, +1% risk-free rate and +5%

in the probability of achieving the 7-year expiry scenario would result in an increase of Kreos / Claret A-B and C BSA fair value by

respectively €96 thousand, €401 thousand, €95 thousand and €76 thousand.

As of December 31, 2024, using the same assumption with an increase of +1% volatility, €+1 share price, +1% risk-free rate and

+10% in the probability of achieving the 7-year expiry scenario would result in an increase of Kreos / Claret A-B and C BSA fair

value by respectively €37 thousand, €350 thousand, €61 thousand and€75 thousand.

Note 15.2.  Heights convertible notes 

On August 20, 2023, the Group entered into a convertible notes subscription agreement with Heights, which provided for up to

€75,000 thousand in financing, consisting of two tranches:

•The first tranche (“tranche A”) of €35,000 thousand in aggregate principal amount was drawn on August 24, 2023 and is

composed of 350 amortizing senior convertible notes with a nominal value of €100,000 each and a fixed conversion price of

€23.7674 (corresponding to a 40% premium over the 15-day VWAP prior to the date on which their issuance is decided, and

subject to standard adjustments, including anti-dilution and dividend protections).

•The second tranche (“tranche B”) of €40,000 thousand in aggregate principal amount is composed of 400 amortizing senior

convertible notes with a nominal value of €100,000 each, and a conversion price (if any) that is be equal to 130% of the 15-

day VWAP immediately preceding the date on which their issuance is decided.

It may be drawn during the period from the date immediately following the three-month anniversary of the issuance of the

first tranche to the first-year anniversary of the issuance of the first tranche (i.e. August 24, 2024), in up to two separate

closings to provide the Group with additional flexibility to request a partial drawdown.

On the limit date for the drawdown of the second tranche of the Heights Financing (i.e. August 4, 2024), the Group had not

drawn down this tranche and has therefore forgone its right to do so in the future.

Interest on the Heights convertible notes accrues at a 6.00% annual fixed interest rate payable in quarterly installments in cash or, at

the option of the Group, in ordinary shares.

The Heights convertible notes will be repaid through sixteen quarterly installment payments, beginning three months after their

issuance date (corresponding, for the first tranche, to a final repayment date on August 24, 2027). Installments are payable in cash or,

at the option of the Group, in ordinary shares.

Any interest or installment payments in shares will be made on the basis of a share price equal to 90% of the Market Price of the

ordinary shares at the time of payment, where “Market Price” refers to the arithmetic average of the daily volume weighted average

price (“VWAP”) for the ordinary shares on the two (2) days with the lowest daily VWAPs out of the five (5) trading days immediately

preceding the applicable date, but in no event greater than the VWAP of the ordinary shares on the applicable date. The Market Price

may not be higher than the applicable conversion price. Issuances of ordinary shares may not be made at a price lower than a 15%

discount to the 15-day VWAP at the time of the decision to issue the Heights convertible notes (i.e., €14.4303 per ordinary share.).

The Heights convertible notes include the following conversion and settlement options:

•Conversion at the option of the noteholders: the notes are convertible into the Group’s ordinary shares at the option of the

noteholders at any time during the period beginning on the tranche A notes closing until the fifth business day prior to the

maturity date. The ordinary shares issued would be equal to the product of (i) the conversion ratio in effect on the exercise

date, (ii) a fraction, the numerator of which is the outstanding principal amount per note and the denominator of which is the

initial principal amount of €100,000 per note, and (iii) the number of notes for which the conversion right has been exercised.

•Settlement in shares at the option of the Group: the Group has the option to settle any interest or principal due with its own

ordinary shares (with respect to all but not some of the notes outstanding), subject to a price limit. The ordinary shares

issuable will be the lower of the conversion ratio or 90% of the fair market value of the Group’s ordinary shares.

•Settlement in shares at the option of the noteholders (“SSO Investor Price Limit Option”): the noteholders may require a

principal payment to be settled in shares in the event the share settlement price on any principal payment date is below the

price limit in effect (initially €14.4303, subject to adjustments as described in the key terms below) and the Cash Carve-Out

(i.e. €13.125 million – the amount of cash permitted to be paid to Heights for principal payments) has been utilized such that

it does not allow payment in full of the principal payment. The majority noteholder may agree to waive the cash payment

(which would otherwise be deferred until the original maturity date) and require the Group to exercise the share settlement

option for the principal payment required. A number of the ordinary shares issuable is based on the price limit in effect.

•Repayment of the notes upon an Event of Default (as defined below): the noteholder may notify the Group of their decision

to cause the notes to become payable at a price equal to the Early Redemption Amount (as defined below) upon an Event of

Default. The Early Redemption Amount means an amount equal to the greater of (a) 120% of the outstanding principal of the

note and (b) the market price of a number of shares issuable per note had the conversion right been exercised. Events of

Default include the following: default in any payment due on the notes, failure to deliver shares upon exercise of conversion

right or share settlement option, default of the Group on any obligation under the agreement, and other events.

•Repayment or purchase of the notes upon change of control, a delisting, or free float event (each, a “Put Event”): Upon a Put

Event, the noteholder has an option to require the Group to redeem or, at the Group’s option, to purchase all of the notes at

the total aggregate amount equal to the outstanding principal and interest accrued through the date of a Put Event.

The Heights Financing is a senior, unsecured financing. The terms and conditions of the Heights convertible notes include a standard

negative pledge providing that any security granted in favor of other borrowed debt or debt instruments should also be granted in favor

of the Heights convertible notes on an equal basis (with the exception of the securities issued pursuant to the Kreos / Claret Financing,

as detailed above).

On August 24, 2023, the Group repaid in full an outstanding amount of €25,102 thousand, corresponding to the outstanding OCEANE

bonds, by way of set-off with the Heights Financing. The accounting treatment for this transaction is explained in Note 15.5.

Accounting treatment and measurement

In application of the Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-

current, and Non-current Liabilities with Covenants, the Heights convertible notes are classified as current financial liabilities as of

December 31, 2023 and 2024 (see Note 2).

The Group concluded that, except for the repayment or purchase option of the notes upon a Put Event, the above-mentioned

conversion and settlement options represented embedded derivatives that required to be bifurcated from their host contract. The Group

being unable to reliably value each embedded derivative at issuance date and on subsequent reporting dates, it measured the whole

instrument at fair value through profit or loss (“FVTPL”) as permitted by IFRS 9. Instruments measured at FVTPL under these

conditions are measured at their fair value on issuance and on subsequent reporting dates, and the amount of change in the fair value of

the financial liability is presented in profit or loss.

At inception, the Heights convertible notes were measured at fair value, which differs from the issuance proceeds by €2,359 thousand.

Since the fair value measurement of the instrument is evidenced by a valuation technique that does not only use data from observable

markets, the carrying amount was adjusted to defer the difference between the fair value measurement and the transaction price, and

the day one gain is therefore recognized in financial income on a straight-line basis over the term of the instrument.

As of December 31, 2023 and 2024, the amounts by which the carrying value of the notes is adjusted to take into account the

unrecognized day one gain are €2,147 thousand and €1,557 thousand, respectively.

The fair value of the Heights convertible notes (including the embedded features) has been measured with a Monte Carlo model,

considering two probability-weighted scenarios: (i) a Put Event or Default/Dissolution scenario and (ii) a voluntary conversion at

maturity scenario. The main data and assumptions are the following:

Heights convertible notes - August 2023		AS OF AUGUST 24, 2023		AS OF DECEMBER 31, 2023		AS OF DECEMBER 31, 2024
Number of outstanding notes		350		350		350
Original principal amount (in thousands of €)		35,000		35,000		35,000
Interest rate		6%		6%		6%
Conversion price per share		€23.77		€23.77		€23.77
Ordinary share price		€16.74		€9.82		€6.76
Maturity date		24/08/2025 (put event) 24/08/2027 (HTM/voluntary conversion)		24/08/2025 (put event) 24/08/2027 (HTM/voluntary conversion)		24/08/2025 (put event) 24/08/2027 (HTM/voluntary conversion)
Held to maturity / voluntary conversion scenario probability		75%		75%		75%
Initial price limit		€14.43		€14.43		€14.43
Early redemption amount (put event)		120%		120%		120%
Volatility		50%		50%		50%
Credit spread		20%		20%		25%
Risk-free rate		2.9%		2.3%		2.9%
Fair value of Heights convertible notes (in thousands of €)		32,641		27,456		20,017

As of August 24, 2023, using the same assumptions with an increase of +1% volatility, €+1 share price, +1% risk-free rate and +1%

probability of achieving the held to maturity scenario would result in a change in the Heights convertible notes fair value by

respectively €+239 thousand, €+1,069 thousand, €-239 thousand and €-80 thousand.

As of December 31, 2023, using the same assumptions with an increase of +1% volatility, €+1 share price, +1% risk-free rate and

+1% probability of achieving the held to maturity scenario would result in a change in the Heights convertible notes fair value by

respectively €+18 thousand, €+352 thousand, €-366 thousand and €-364 thousand.

As of December 31, 2024, using the same assumptions with an increase of +1% volatility, €+1 share price, +1% risk-free rate and

+10% probability of achieving the held to maturity scenario would result in a change in the Heights convertible notes fair value by

respectively €+2 thousand, €+39 thousand, €-219 thousand and €-631 thousand.

Note 15.3. Structured debt financing with Kreos subscribed in July 2018 – “Kreos 1”

On July 24, 2018, the Group entered into a Venture Loan Agreement, a Straight Bonds Issue Agreement and a Convertible Bonds

Issue Agreement with Kreos Capital V (UK) Ltd., (or “Kreos”), which provided for up to €20,000 thousand in financing.

Pursuant to the terms of the agreements, Kreos agreed to subscribe for €16,000 thousand in non-convertible bonds and

€4,000 thousand in convertible bonds, to be issued by the Group in two tranches of €10,000 thousand each. The tranches were issued

in July 2018 and May 2019, respectively.

The convertible bonds were convertible into new ordinary shares of the Group at any time from their issuance and at the discretion of

their holders. In October 2020, Kreos required the conversion of all the convertible bonds they held (2,000,000 for Tranche A and

2,000,000 for Tranche B) and 464,309 shares were issued.

Each tranche bears an 8% annual interest rate, plus 3-month Euribor, including a floor at 8% and a cap at 9%, and must be repaid in 54

monthly installments, after a deferred repayment of the nominal value to 12 months for the first tranche (“Tranche A”) and 6 months

for the second tranche (“Tranche B”). In addition, each tranche bears exit fees of 9% of the total drawdown amount (i.e.

€900 thousand per tranche), payable upon the last monthly installment (exit fees remain payable in full in case of early redemption).

Pursuant to the terms of the agreements, the Group has the right, at any time but with no less than 30 days prior notice to Kreos, to

prepay or purchase the non-convertible and convertible bonds, exclusively in full. The prepayment will be equal to (i) the principal

amount outstanding, plus (ii) exit fees of 9% of the total draw down amount and (iii) the sum of all interest repayments which would

have been paid throughout the remainder of the term of the relevant tranche discounted by 4% per annum.

The agreements did not contain any financial covenants.

In connection with each tranche, the Group issued 110,957 tranche A share warrants (or “Kreos A BSA”) and 74,766 tranche B share

warrants (or “Kreos B BSA”), each, for a global subscription price of €1. Each Kreos A BSA and Kreos B BSA gives rights to one

new ordinary share at an exercise price of €7.21 less a discount and €10.70 less a discount, respectively. Both Kreos A BSA and Kreos

B BSA are freely transferrable among financial institutions and are exercisable over a 10-year period from the issue date. In addition,

the Group granted to the holders of the Kreos A BSA and the Kreos B BSA the option to sell to the Group, upon each exercise of all or

parts of the Kreos A BSA, at the put price defined in the agreement, a proportion of the number of the warrants, for the sole purpose of

implementing a cash less exercise of the Kreos A BSA and Kreos B BSA.

The variation in the Kreos 1 & 2 bond loans during the periods ended December 31, 2021 and 2022 is primarily related to

reimbursements of capital and interests. As of December 31, 2022, the A tranche of the Kreos 1 bond loan has come to maturity and

was repaid in full.

On August, 21, 2023, the B tranche of the Kreos 1 bond loan as well as the A & B tranches of the Kreos 2 bond loan were repaid in

full, for an amount of €7,661 thousand, using the proceeds from the new Kreos / Claret Financing (see Note 3.3).

The Group granted to the holders of the Kreos A BSA and the Kreos B BSA the option to sell to the Group, upon each exercise of all

or parts of the Kreos A BSA, at the put price defined in the agreement, a proportion of the number of the warrants, for the sole purpose

of implementing a cashless exercise of the Kreos A BSA and Kreos B BSA.

On May 24, 2023, the holders opted for the cashless exercise option of the share warrants they held, implemented through the

repurchase by the Group of 43,070 Kreos A BSA and 43,070 Kreos B BSA and the issuance by the Group of respectively 67,887 and

31,696 ordinary shares, as the result of the cashless exercise by Kreos of the outstanding 67,887 Kreos A & 31,696 B BSA.

Accounting treatment

The Kreos 1 financing package is issued at market conditions: the net issuance proceeds reflect the fair value of the instruments at

inception.

The straight bond tranches are split between i) a debt component (then measured at amortized cost), and ii) a premium corresponding

to the initial fair value of attached BSA (then remeasured at fair value through profit and loss).

The BSA attached to all tranches (both straight and convertible) do not meet the “fixed for fixed” criteria (non cash settlement option

which may result in exchanging a variable number of shares, for a variable price), and are accounted for as standalone derivative

instruments.

The issuer prepayment options meet the definition of a separate derivative. However, their value at inception and subsequent dates is

nil as per Schoenbucher model, and has no impact on the financial statements.

As the differences identified between the terms of the Kreos 1 & 2 bond loans and the new Kreos / Claret Financing were considered

substantial, the repayment transaction on August 21, 2023 was accounted for as a debt extinguishment. The repayment of the Kreos 1

& 2 bond loans led to the recognition of a loss on extinguishment amounting to €170 thousand, primarily due to (i) the payment of

future interests as per the terms of the prepayment option and (ii) unamortized exit and issuance fees, reducing the carrying value of

the liabilities.

Measurement of Kreos A BSA & Kreos B BSA

The Kreos A BSA and Kreos B BSA are measured at fair value using a Black-Scholes valuation model. The main data and

assumptions are the following:

Kreos A BSA - June 1, 2018		As of and for the year ended December 31, 2022		As of May 24, 2023 (exercise date)
Number of outstanding Kreos A BSA		110,957		110,957
Exercise price per share		€7.21		€7.21
Ordinary share price		€6.18		€18.57
Residual maturity		5.6 years		0.0 years
Volatility		44.01%		N/A
Dividend		—%		N/A
Risk-free rate		2.98%		N/A
Fair value of issued Kreos A BSA (in thousands of €)		275		1,261

Kreos B BSA - June 1, 2019		As of and for the year ended December 31, 2022		As of May 24, 2023 (exercise date)
Number of outstanding Kreos B BSA		74,766		74,766
Exercise price per share		€10.70		€10.70
Ordinary share price		€6.18		€18.57
Residual maturity		6.4 years		0.0 years
Volatility		44.01%		N/A
Dividend		—%		N/A
Risk-free rate		2.96%		N/A
Fair value of issued Kreos B BSA (in thousands of €)		149		589

As of December 31, 2021, using the same assumption with an increase of +1% volatility, €+1share price and +1% risk-free rate would

result in an increase of Kreos A & B BSA fair value of €16 thousand, €176 thousand, and €69 thousand respectively.

As of December 31, 2022, using the same assumption with an increase of +1% volatility, €+1share price and +1% risk-free rate would

result in an increase of Kreos A & B BSA fair value of €6 thousand, €78 thousand, and €12 thousand, respectively.

On May 24, 2023, the holders opted for the cashless exercise option of the share warrants they held. At this date, the fair value of

exercised warrants of €1,850 thousand was reclassified from derivative financial liabilities to equity. As of this date, due to the put

option being exercised by the holders, the fair value of the BSAs is deemed equal to their intrinsic value, which is equal to the

difference between the share price on May 24, 2023 and their exercise price.

Note 15.4 Structured debt financing with Kreos subscribed in October 2020 – “Kreos 2”

On October 13, 2020, the Group obtained a straight bond loan of €15,000 thousand from Kreos corresponding to two tranches of

€10,000 thousand (“Tranche A”) and €5,000 thousand (“Tranche B”), with an option for an additional €5,000 thousand.

Tranches A and B were paid in October and November 2020, respectively, with the following conditions. Each tranche bears an 8%

annual interest rate, plus 3-month Euribor, for the first 12 monthly installments, after which the annual interest rate is increased to a

fixed rate of 9.75% for the following 36 monthly installments. Each tranche is to be repaid in 36 monthly installments starting from

October 2021 and November 2021, for the tranche A and B, respectively. The agreements do not contain any financial covenants.

In addition, each tranche bears exit fees of 4% of the total drawdown amount (i.e. €400 thousand €200 thousand for Tranche A & B,

respectively), payable upon the last monthly installment (exit fees remain payable, in full or partially, in case of early redemption).

Pursuant to the terms of the agreements, the Group has the right, at any time but with no less than 30 days prior notice to Kreos, to

prepay or purchase the non-convertible exclusively in whole. The prepayment will be equal to (i) the principal amount outstanding,

plus (ii) exit fees of 2% of the outstanding amount in the event of prepayment occurring between the 18th and the 30th installment or

exit fees of 4% of the outstanding amount in the event of prepayment occurring after the 30th installment and (iii) the sum of all

interest repayments which would have been paid throughout the remainder of the term of the relevant tranche discounted by 4% per

annum.

On August, 21, 2023, the B tranche of the Kreos 1 bond loan as well as the A & B tranches of the Kreos 2 bond loan were repaid in

full, for an amount of €7,661 thousand, using the proceeds from the new Kreos / Claret Financing (see Note 3.2). The accounting

treatment of the extinguishment of these liabilities is set forth in Note 15.3.

Accounting treatment

The Kreos 2 straight bonds were initially measured at fair value, which corresponds to the net cash proceeds, and subsequently

measured at amortized cost.

In addition, the prepayment option is a separate derivative instrument as the redemption price does not reimburse Kreos for an amount

up to the approximate present value of lost interest for the remaining term of the host contract. However, its fair value at inception and

subsequent dates is nil as per Schoenbucher model, and has no impact on the financial statements.

Note 15.5. OCEANE

The Group received a gross proceed of €85,000 thousand on July 30, 2021 through (i) the issuance of 1,964,031 shares with a

subscription price of €30.55 per share (see Note 13.3 (changes in share capital)) for gross amount of €60,000 thousand, and (ii) the

issuance of €25,000 thousand in OCEANE, maturing on July 30, 2026. The proceeds of the transaction mainly serve to finance the

progress of ABX464 clinical trials in chronic inflammatory diseases.

The OCEANE bears a 6% interest rate per year, payable semi-annually January 30, and July, 31 from January 31, 2022.

The OCEANE shall be convertible into new ordinary shares and/or exchanged for existing ordinary shares of the group at any time

from their issuance and at the discretion of their holders. The conversion ratio is one ordinary share of the Group per OCEANE,

representing a conversion price set to €38.19 per ordinary share. This conversion price is updated (decrease only) 18 months, 24

months, 36 months after OCEANE issuance date to match the volume weighted average price of the thirty trading days that precedes

the update subjected to the following floor threshold. The floor threshold for the 18-month update matches 85% initial conversion

price (€32.462 per ordinary share). The floor threshold for the 24-month update matches 70% initial conversion price (€26.733 per

ordinary share). The floor threshold for the 36-month update matches 68% initial conversion price (€25.969 per ordinary share).

OCEANE terms and conditions anticipate a conversion ratio adjustment in order to preserve the rights of OCEANE holders with the

following achievements made by the group: issuance of new shares with the preemptive subscription right, attribution of free shares or

securities for the benefit of all the shareholders, number of share multiplication, shares consolidation, increase of the nominal value by

incorporation of reserves, profits or bonuses, distribution of dividends, premiums or reserves, mergers, scission, repurchase of shares

above market value, capital reduction, creation of preferred shares.

On August 24, 2023, the outstanding OCEANE including accrued interests were repaid in full, for an amount of €25,102 thousand,

using the proceeds from the new Heights Financings (see Note 3.2).

Accounting treatment and measurement

In application of the Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-

current, and Non-current Liabilities with Covenants, the OCEANE bonds are classified as current financial liabilities as of December

31, 2022 (see Note 2).

As the conversion ratio is adjusted 18 months, 24 months, and 36 months after the issuance date of the OCEANE bond with the

weighted average price of the shares and is subject to a floor and a cap, the conversion does not result in the delivery of a fixed

number of shares. Consequently, the OCEANE bond is recorded as an hybrid instrument which includes i) a debt host contract

accounted for at amortized cost, and ii) a conversion option which is a embedded derivative accounted for at fair value through profit

and loss.

At inception, the net cash proceeds reflect the OCEANE initial fair value. The fair value of the bifurcated option at inception has been

measured with a Monte Carlo model using a Longstaff Schwartz algorithm, with a 53% share price volatility, a 1,400 bp credit spread

assumption and a €31.50 share price.

OCEANE		AS OF DECEMBER 31, 2022		AS OF AUGUST 24, 2023
Risk free rate		3.05%		3.22%
Credit spread		1,475 bp		1,398 bp
Ordinary share price		€6.18		€16.74
Expected term		July 21, 2026		July 21, 2026
Volatility		44.01%		37%
Dividend		—		—
Fair value of issued OCEANE (in thousands of €)		142		1,762

As of July 30, 2021, the issuance price of €25,000 thousand has been split between i) a financial liability for €17,839 thousand, and ii)

a financial derivative for €7,161 thousand.

As of December 31, 2022, the fair value of conversion option amounts to €142 thousand, based on the same valuation model, a credit

spread assumption of 1,475 bp, a share price of €6.18, and a price volatility of 44%. As of December 31, 2022, using the same

assumptions, an increase of +1% volatility, €+1 share price and +1% risk free rate would result in an increase of the OCEANE

conversion option fair value of €17 thousand, €97 thousand, and €15 thousand respectively.

As of August 24, 2023, the date at which the OCEANE were repaid, the fair value of conversion option amounts to €1,762 thousand,

based on the same valuation model, a credit spread assumption of 1,398 bp, a share price of €16.74, and a price volatility of 37%. As

of August 24, 2023, using the same assumptions, an increase of +1% volatility, €+1 share price and +1% risk free rate would result in

an increase of the OCEANE conversion option fair value of €80 thousand, €364 thousand, and €121 thousand respectively.

As the differences identified between the terms of the OCEANE and the new Heights convertible notes were considered substantial,

the transaction was accounted for as a debt extinguishment. The repayment of the OCEANE led to the recognition of a loss on

extinguishment amounting to €3,069 thousand.

Note 15.6. State guaranteed loan – “PGE”

In June 2020, the Group subscribed to a PGE from Société Générale with an initial maturity of 12 months at 0.25% and a five-year

extension option. In March 2021, the Group exercised the five-year extension option with a one-year deferral of the principal

repayment, with the following conditions:

•Rate: 0.58% per annum excluding insurance and state guaranteed premium,

•State guaranteed premium of €138 thousand to be paid by installments over the contract period starting in June 2021,

and

•Reimbursement by yearly installments from June 2021 to June 2026.

The benefit resulting from the low interest nature of the award as a subsidy was recognized as other income during the period ended

December 31, 2020 for an amount of €377 thousand.

The variation in the PGE loan over the periods ended December 31, 2022, 2023 and 2024 is primarily related to the reimbursement of

capital and interests.

Note 15.7. Conditional advances

Conditional advances as of December 31, 2022, 2023 and 2024 are as follows:

(amounts in thousands of euros)
CONDITIONAL ADVANCES	AS OF DECEMBER 31, 2022		AS OF DECEMBER 31, 2023		AS OF DECEMBER 31, 2024
RNP VIR – Bpifrance	4,171		4,232		—
CARENA – Bpifrance	2,454		2,485		—
EBOLA – Bpifrance	158		55		—
Total conditional advances	6,783		6,771		—

RNP-VIR – Bpifrance

Under the RNP-VIR contract, the Group was eligible to receive up to €6.3 million in conditional advances to further develop methods

for the discovery of new molecules for the treatment of viral infectious diseases through the development of the “Modulation of RNA

biogenesis” platform. As of December 31, 2022, the Group had received €4,032 thousand, of which €1,756 thousand was received in

September 2017, €346 thousand in August 2018 and €1,930 thousand in November 2019. The repayment of these funds is spread from

the date on which the repayments are called by BPI.

In June 2024, the Group and Bpifrance agreed to terminate the project due to technical failure. Bpifrance claimed the reimbursement

of€1,241 thousand corresponding to overpayments of conditional advances and subsidies (for which the Group had not incurred the

corresponding R&D expenses) and agreed to waive 60% of the remaining advances of €2,945 thousand and accrued interests, which

resulted in a subsidy income of €1,872 thousand in the aggregate (see Note 18). The outstanding amount was fully repaid by the

Group during the second half of 2024.

See Note 25.2. Commitments under BPI conditional advances.

CARENA – Bpifrance

Under the CARENA agreement, the Group was eligible to receive up to €3,840 thousand to develop a therapeutic HIV treatment

program with ABX464. As of December 31, 2022, the Group received €2,187 thousand, of which €1,150 thousand was received in

December 2013, €1,008 thousand in September 2014 and €29 thousand received in June 2016.

The repayment of the advance is spread from the date on which the repayments are called by Bpifrance. An additional repayment is

provided for based on the income the Group generates through this research and development program.

In June 2024, the Group and Bpifrance agreed to terminate the project due to technical failure. Bpifrance granted an additional amount

of €1,068 thousand payable to the Group to reimburse additional expenses incurred as part of the project, and agreed to waive 60% of

the remaining conditional advance of €3,255 thousand and accrued interests, which resulted in a subsidy income of €2,251 thousand in

the aggregate (see Note 18). The outstanding amount was fully repaid by the Group during the second half of 2024.

EBOLA – Bpifrance

Under the Bpifrance and Occitanie region joint aid agreement, the Group received a total of €390 thousand (€300 thousand as of

December 31, 2017 and €90 thousand as of December 31, 2019). The reimbursement is spread from 2019 to June 2024.

Note 15.8. Lease liabilities

The variations in lease liabilities are set forth below:

(amounts in thousands of euros)	LEASE LIABILITY
AS OF JANUARY 1, 2022	214
(+) Increase	1,476
(-) Decrease	(305)
AS OF DECEMBER 31, 2022	1,384
(+) Increase	350
(-) Decrease	(1,194)
AS OF DECEMBER 31, 2023	540
(+) Increase	2,221
(-) Decrease	(398)
AS OF DECEMBER 31, 2024	2,363

Lease liabilities mainly relate the Group’s headquarters in Paris, the Boston office entered into in November 2023, the Montpellier

offices entered into in April 2024, the new Paris headquarters entered into in May 2024 and to a lesser extent to vehicles, parking lots

and printers (Note 8).

The lease for the Group’s corporate headquarters in Paris, France at 5 Rue de la Baume, 75008 Paris ended in August 2022. A new

lease for premises at 7-11 Boulevard Haussmann, 75009 Paris started in July 2022. It had a three-year duration, with a tacit renewal

option for approximately two years and the possibility to break the contract one year before the end. As of December 31, 2022, per

Management, renewal and termination options were not reasonably certain due to the forecasted development of the Group, which

could lead the Group to relocate at the end of the initial term. In September 2023, the Group was notified by the lessor of its intention

to exercise its option to terminate the contract on June 30, 2024. Consequently, the Group reassessed the lease term and recorded a

decrease in the related lease liability by €622 thousand and a corresponding decrease in the right of use asset for the same amount.

A new lease for different premises within the same building was entered into on May 2, 2024. It has a three-year duration, and no

renewal option. The Group also benefits from an initial eight-month rent-free period.

In November 2023, the Subsidiary entered a lease contract for its new Boston offices. It has a two-year duration, with an option to

renew the contract for an additional period of one or two years. In December 2024, the Group exercised its option to extend the lease

up until December 2026. Per Management, additional renewal options are not reasonably certain due to the forecasted development of

the Subsidiary, which may lead it to relocate at the end of the current term.

In April 2024, the Company entered a lease contract for a new Montpellier office. It has an initial six-year duration, with the option for

the Company to terminate the lease at any time with a six-month notice period, and a tacit renewal option for an additional period of

six years. Based on Management's estimate, the initial lease period of six years is considered reasonably certain and is therefore used

for the measurement of the lease liability.

As of December 31, 2022, 2023 and 2024, the lease liabilities of the Paris headquarters and Boston offices represented 97%, 93% and

93% of the total lease liability, respectively.

Lease expenses related to contracts for which a lease liability and right of use asset is recognized under IFRS 16 were €424 thousand,

€548 thousand and €730 thousand for the years ended December 31, 2022, 2023 and 2024, respectively. They were recognized for (i)

€414 thousand, €498 thousand and €788 thousand as Depreciation expenses and (ii) €10 thousand, €13 thousand and €61 thousand as

Interest expenses, for the years ended December 31, 2022, 2023 and 2024, respectively.

Lease expenses related to short-term lease contracts and low value assets that are not included in the valuation of the lease liability

amount to €331 thousand, €334 thousand and €352 thousand for the years ended December 31, 2022, 2023 and 2024, respectively.

Note 15.9. Prosynergia earn-out liability

The terms of the share purchase acquisition of Prosynergia include a possible earn out triggered in the event the Company’s

market capitalization is in excess of €300 million (evaluated at certain specified record dates), a listing of the Company’s shares

on Nasdaq or a merger and acquisition transaction prior to March 31, 2023. The amount of the earn-out is equal to 1% of the

difference between the Company’s market capitalization and €300 million, subject to a maximum amount of €4.0 million.

This potential earn-out payment was measured at fair value on April 1, 2022 (acquisition date), for an amount of

€1,446 thousand, and included in the acquisition cost.

As of December 31, 2022, the fair value of the earn-out liability was insignificant. Since its payment was not triggered by March

31, 2023, the liability was extinguished and thus reversed.

The Prosynergia earn-out liability is measured at fair value using a Black-Scholes valuation model. The main data and

assumptions are the following:

Prosynergia earn-out	As of April 1, 2022	As of and for the period ended December 31, 2022
Risk free rate	(0.3)%	2.3%
Market capitalization (in thousands of €)	403,118	135,952
Ordinary share price (€)	24.15	6.18
Time to maturity	1 year	0.25 years
Volatility	61%	44%
Dividend	—	—
Fair value of the earn-out liability (in thousands of €)	(1,446)	—

As of April 1, 2022, using the same assumption with an increase of +1% volatility, €+1 share price and +1% risk free rate would

result in an increase of the earn-out liability fair value by €12 thousand, €132 thousand and €17 thousand, respectively.

As of December 31, 2022, the fair value of the earn-out liability is approximately €0. Using the same assumption with an increase of

+1% volatility, €+1 share price and +1% risk free rate would result in an increase of the earn-out liability fair value by an amount

less than €1 thousand.

Note 15.10. Royalty certificates

On September 2, 2022, the Group completed a financing of €49,162 thousand, consisting of two transactions:

•a reserved capital increase of a gross amount of €46,231 thousand through the issuance of 5,530,000 new shares with a

nominal value of €0.01 per share at a subscription price of €8.36 per share; and

•an issue of royalty certificates with a subscription price amounting to €2,931 thousand. The royalty certificates give right to

their holders to royalties equal to 2% of the future net sales of obefazimod (worldwide and for all indications) as from the

commercialization of such product. The amount of royalties that may be paid under the royalty certificates is capped at

€172,000 thousand.

Related transaction costs amounted to €3,280 thousand and are recorded in equity, since entirely related to the reserved capital

increase.

As of December 31, 2022, following a change in the estimate of future royalty cash flows, the certificates’ amortized cost was

remeasured at €3,287 thousand, using the original EIR calculated at the date of issuance. The change in estimate resulted in a decrease

in the related interest expense by €100 thousand over the period ended December 31, 2022.

In April 2023, the Group reassessed its estimate of the probability of future royalty cash flows related to the royalty certificates. This

change reflected the higher probability to reach the objectives of the development and commercialization plans following the recent

changes in management and governance, as well as results from its Phase 2b open-label maintenance trial in UC, as released in April

2023. Subsequently, in June 2023 and December 2023, the Group revised the development and commercialization plans of

obefazimod and reassessed its estimate of future royalty cash flows accordingly. These changes in estimates resulted in a

remeasurement of the certificates’ amortized costs, using the original EIR of 34% calculated at the date of issuance, which led to an

increase by €6,421 thousand of the royalty certificates liability. The expense was recorded within the interest expenses in the

Statements of Income (Loss).

Consequently, the total interest expense (including the unwinding of discount) related to royalty certificates amounts to

€8,942 thousand for the year ended December 31, 2023.

In December 2024, the Group revised the development and commercialization plans of obefazimod to take into account the

progression in the ongoing clinical trials, reassessment of the commercial schedule and forecasts  and reassessed its estimate of future

royalty cash flows accordingly. This change in estimate resulted in a remeasurement of the certificates’ amortized costs, using the

original EIR of 34% calculated at the date of issuance, which led to a decrease by €3,404 thousand of the royalty certificates liability.

The expense was recorded within the interest expenses in the Statements of Income (Loss).

Consequently, the total interest expense related to royalty certificates (including the effect of the unwinding of discount, amounting to

€4,198 thousand) amounts to €794 thousand for the year ended December 31, 2024.

Fair value

The fair value of the royalty certificates, calculated using the same model as their initial measurement, amounts to €3,307 thousand as

of December 31, 2022 and €12,395 thousand as of December 31, 2023 and €7,313 thousand as of December 31, 2024.

The fair value of the royalty certificates is based on the net present value of royalties, which depends on assumptions made by the

Group with regards to the probability of success of its studies (“POS”), the commercialization budget of obefazimod (“peak

penetration”) and the Group's WACC. In addition, royalty projections have been adjusted to reflect any difference between the

Group’s value derived from management projections and the Group’s market capitalization.

The decrease in fair value of the royalty certificates over the year ended December 31, 2024 is mainly driven by the decrease in the

Group's share price over the period.

As of December 31, 2022, using the same assumptions with an increase of +5 points of POS, +5% of peak penetration (best case

scenario) and +1% WACC would result in a change in the royalty certificates fair value by respectively €+299 thousand, €

+221 thousand and €-191 thousand.  Using the same assumptions with a decrease of -5 points of POS, -5% of peak penetration (worst

case scenario) and -1% WACC would result in a change in the royalty certificates fair value by respectively €-294 thousand,

€-347 thousand and €+205 thousand.

As of December 31, 2023, using the same assumptions with an increase of +5 points of POS, +5% of peak penetration (best case

scenario), +1% WACC and €+1 share price would result in a change in the royalty certificates fair value by respectively €

+1104 thousand, €+1757 thousand, €-577 thousand and €+1325 thousand. Using the same assumptions with a decrease of -5 points of

POS, -5% of peak penetration (worst case scenario) and -1% WACC and €-1 share price would result in a change in the royalty

certificates fair value by respectively €-1104 thousand, €-2311 thousand, €+612 thousand and €-1325 thousand.

As of December 31, 2024, using the same assumptions with an increase of +5 points of POS, +5% of peak penetration (best case

scenario), +1% WACC and €+1 share price would result in a change in the royalty certificates fair value by respectively €

+572 thousand, €+1,735 thousand, €-314 thousand and €+1,160 thousand. Using the same assumptions with a decrease of -5 points of

POS, -5% of peak penetration (worst case scenario) and -1% WACC and €-1 share price would result in a change in the royalty

certificates fair value by respectively €-572 thousand, €-2,527 thousand, €+332 thousand and €-1,160 thousand.

Note 15.11. Change in financial liabilities

Changes in financial liabilities, excluding derivative instruments, are presented below as of December 31, 2022, 2023 and 2024:

(Amounts in thousands of euros)
FINANCIAL LIABILITIES (excluding derivatives instruments)	Kreos 1 & 2 bond loans		Oceane		Kreos & Claret convertible notes (OCABSA )		Kreos & Claret bond loans		Heights convertible notes		PGE		Conditional advances BPI		Lease liabilities		Prosynergia earn-out liability		Royalty certificates		Total
AS OF JANUARY 1, 2022	21,110		18,816		—		—		—		4,742		6,770		214		—		—		51,653
Proceeds	—		—		—		—		—		—		—		—		—		2,931		2,931
Repayments	(9,410)		—		—		—		—		—		(90)		(305)		—		—		(9,806)
Interest paid	(2,456)		(1,496)		—		—		—		(54)		—		—		—		—		(4,006)
Non-cash changes: interest expense and other	3,738		2,636		—		—		—		150		102		—		—		356		6,983
Non-cash changes: recognition of earn-out liability	—		—		—		—		—		—		—		—		1,446		—		1,446
Non-cash changes: fair value remeasurement			—		—		—		—		—		—		—		(1,446)		—		(1,446)
Non cash changes: additional leases			—		—		—		—		—		—		1,476		—		—		1,476
AS OF DECEMBER 31, 2022	12,982		19,957		—		—		—		4,838		6,783		1,384		—		3,287		49,231
Proceeds			—		23,119		—		35,000		—		—		—		—		—		58,119
Repayments	(11,635)		(23,238)		—		—		(2,188)		(1,250)		(110)		(573)		—		—		(38,993)
Interest paid	(2,278)		(1,602)		(818)		—		(525)		(43)		—		(12)		—		—		(5,278)
Non-cash changes: interest expense and other			—		(1,046)		—		—		—		—		—		—		—		(1,046)
Non-cash changes: recognition of earn-out liability			—		(1,005)		—		—		—		—		—		—		—		(1,005)
Non-cash changes: fair value remeasurement	170		3,069		—		—		(212)		—		—		—		—		—		3,027
Non cash changes: additional leases			—		—		—		—		—		—		272		—		—		272
AS OF DECEMBER 31, 2023	—		—		21,643		—		29,605		3,678		6,771		540		—		12,229		74,466

(Amounts in thousands of euros)
FINANCIAL LIABILITIES (excluding derivatives instruments)
AS OF DECEMBER 31, 2023	—		—		21,643		—		29,605		3,678		6,771		540		—		12,229		74,466
Proceeds			—		—		47,444		—		—		—		—		—		—		47,444
Repayments			—		—		—		(8,750)		(1,250)		(2,708)		(459)		—		—		(13,167)
Interest paid			—		(2,250)		(3,639)		(1,772)		(18)		—		(17)		—		—		(7,696)
Non-cash changes: classification of embedded derivatives as separate derivative financial instruments			—		—		(3,204)		—		—		—		—		—		—		(3,204)
Non-cash changes: (gain)/ loss on recognition or derecognition			—		—		—		(590)		—		—		—		—		—		(590)
Non-cash changes: interest expense and other			—		3,977		5,800		1,714		77		7		61		—		4,198		15,834
Non-cash changes: amortized cost remeasurement			—		—		—		—		—		—		—		—		(3,404)		(3,404)
Non-cash changes: other fair value remeasurement			—		—		—		1,367		—		—		—		—		—		1,367
Non-cash changes : subsidies	—		—		—		—		—		—		(4,070)		—		—		—		(4,070)
Non cash changes: additional leases			—		—		—		—		—		—		2,221		—		—		2,221
Non cash changes : Effect of the change in foreign currency exhange rates			—		—		—		—		—		—		17		—		—		17
AS OF DECEMBER 31, 2024	—		—		23,370		46,401		21,574		2,488		—		2,363		—		13,023		109,218

For the year ended December 31, 2023, proceeds from the issuance of the Kreos / Claret OCABSA are presented net of transaction

costs, amounting to €1,881 thousand. Net proceeds from convertible loan notes of €55,841 disclosed in the Consolidated Statements of

Cash Flows also include transaction fees of (i) €750 thousands related to the Kreos / Claret B and C tranches and recorded in prepaid

expenses (see Note 10) and (ii) €1,528 thousand related to the Heights convertible notes.

For the year ended December 31, 2023, repayments of the OCEANE are presented net of the repurchase of the conversion option,

valued at €1,762 thousand on the date of repayment, which is presented in Note 15.12. The aggregate repayment amounts to

€25,000 thousand.

For the year ended December 31,2024, proceeds from the issuance of the Kreos / Claret tranches B and C bond loans are presented net

of transaction costs and deposits (corresponding to the prepayments of half of the last debt installments on issuance date) included in

the debt discount using the EIR method, and amounting to €1,475 thousand and €1,081 thousand respectively. Net proceeds from non-

convertible bond loans of €48,544 thousand disclosed in the Unaudited Condensed Consolidated Statements of Cash Flows do not

include transaction fees of (i) €500 thousand related to the Kreos / Claret tranche A-B warrants classified as prepaid expenses as of

December 31, 2023.

Note 15.12. Change in derivative instruments

Changes in derivative instruments, are presented below as of December 31, 2022, 2023 and 2024 :

(amounts in thousands of euros)	Kreos A BSA		Kreos B BSA		OCEANE conversion option		Kreos/Claret BSA		Kreos/Claret Minimum Return Indemnifications		Total
DERIVATIVE FINANCIAL INSTRUMENTS
AS OF JANUARY 1, 2022	2,478		1,525		5,929		—		—		9,932
(+) Increase in fair value	—		—		—		—		—		—
(-) Decrease in fair value	(2,203)		(1,376)		(5,787)		—		—		(9,366)
AS OF DECEMBER 31, 2022	275		149		142		—		—		566
(+) Issuance	—		—		—		3,585		—		3,585
(+) Increase in fair value	986		440		1,620		—		—		3,046
(-) Decrease in fair value	—		—		—		(1,006)		—		(1,006)
(-) Repurchases	(489)		(339)		(1,762)		—		—		(2,591)
(-) Exercises	(771)		(250)		—		—		—		(1,021)
AS OF DECEMBER 31, 2023	—		—		—		2,579		—		2,579
AS OF DECEMBER 31, 2023	—		—		—		2,579		—		2,579
(+) Issuance	—		—		—		—		2,158		2,158
(+) Increase in fair value	—		—		—		—		1,462		1,462
(-) Decrease in fair value	—		—		—		(1,413)		—		(1,413)
AS OF DECEMBER 31, 2024	—		—		—		1,166		3,620		4,786

Details related to these instruments' accounting treatments and terms and conditions are set forth in Notes 15.1 to 15.5.

On May 24, 2023, the holders opted for the cashless exercise option of the Kreos A&B BSAs they held. At this date, the fair value of

exercised warrants of €1,850 thousand (see line items "Repurchases" and "Exercises") was reclassified from derivative financial

liabilities to equity. As of this date, due to the put option being exercised by the holders, the fair value of the Kreos A&B BSAs is

deemed equal to their intrinsic value, which is equal to the difference between the share price on May 24, 2023 and their exercise

price.

As of August 24, 2023, the date at which the OCEANE were reimbursed, their conversion option had a fair value of €1,762 thousand.

Note 15.13. Breakdown of financial liabilities by maturity

The following are the remaining contractual maturities of financial liabilities as of December 31, 2022, 2023 and 2024. The amounts

are gross and undiscounted, and include contractual interest payments.

	AS OF DECEMBER 31, 2022
CURRENT AND NON-CURRENT FINANCIAL LIABILITIES	GROSS AMOUNT		CONTRACTUAL CASH FLOWS		LESS THAN 1 YEAR		FROM 1 TO 2 YEARS		FROM 2 TO 5 YEARS		LONGER THAN 5 YEARS
(amounts in thousands of euros)
Kreos 1 & 2 bond loans	12,982		14,098		9,034		5,065		—		—
Oceane	19,957		31,000		1,500		1,500		28,000		—
PGE	4,838		5,173		1,293		1,293		2,586		—
Conditional advances BPI	6,783		6,813		3,697		1,490		1,626		—
Royalty certificates	3,287		—		—		—		—		—
Lease liabilities	1,384		1,403		558		557		289		—
Derivative instruments	566		566		142		—		424		—
Total financial liabilities	49,797		59,053		16,223		9,905		32,925		—

	AS OF DECEMBER 31, 2023
CURRENT AND NON-CURRENT FINANCIAL LIABILITIES	GROSS AMOUNT		CONTRACTUAL CASH FLOWS		LESS THAN 1 YEAR		FROM 1 TO 2 YEARS		FROM 2 TO 5 YEARS		LONGER THAN 5 YEARS
(amounts in thousands of euros)
Heights convertible notes	29,605		36,750		10,522		9,997		16,231		—
Kreos/Claret convertible notes (OCABSA)	21,643		30,903		2,250		2,250		26,403		—
PGE	3,678		3,880		1,293		1,293		1,293		—
Conditional advances BPI	6,771		6,813		3,697		1,490		1,626		—
Royalty certificates	12,229		—		—		—		—		—
Lease liabilities	540		575		406		162		7		—
Derivative instruments	2,579		2,579		2,579		—		—		—
Total financial liabilities	77,045		81,500		20,747		15,192		45,561		—

	AS OF DECEMBER 31, 2024
CURRENT AND NON-CURRENT FINANCIAL LIABILITIES	GROSS AMOUNT		CONTRACTUAL CASH FLOWS		LESS THAN 1 YEAR		FROM 1 TO 2 YEARS		FROM 2 TO 5 YEARS		LONGER THAN 5 YEARS
(amounts in thousands of euros)
Heights convertible notes	21,574		24,063		8,750		8,750		6,563		—
Kreos/Claret convertible notes (OCABSA)	23,370		30,653		2,250		19,943		8,460		—
Kreos/Claret bond loans	46,401		58,080		24,016		25,715		8,348		—
PGE	2,488		2,586		1,293		1,293		—		—
Royalty certificates	13,023		—		—		—		—		—
Lease liabilities	2,363		2,512		993		996		516		7
Derivative instruments	4,786		4,786		1,166		—		3,620		—
Total financial liabilities	114,004		122,680		38,468		56,698		27,507		7

The contractual cash flows above do not include potential future royalty payments related to the royalty certificates, amounting to 2%

of the future net sales of obefazimod (worldwide and for all indications). The amount of royalties that may be paid under the royalty

certificates is capped at €172.0 million in the aggregate. Royalty payments are expected to take place before the expiry date of the

certificates, which is 15 years after their issuance date (September 2, 2037), and would be included in the "from 2 to 5 years" and

"longer than 5 years" maturity categories according to management's projections.

X

- Definition

The entire disclosure for financial instruments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 7
-IssueDate 2024-01-01
-Section Scope
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=7&code=ifrs-tx-2024-en-r&doctype=Standard&dita_xref=IFRS07_g3-5A_TI
-URIDate 2024-03-27

+ Details

Name:	ifrs-full_DisclosureOfFinancialInstrumentsExplanatory
Namespace Prefix:	ifrs-full_
Data Type:	dtr-2022:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	ifrs-full_DisclosureOfFinancialLiabilitiesAbstract
Namespace Prefix:	ifrs-full_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration