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Financial liabilities (Tables)
12 Months Ended
Dec. 31, 2024
Disclosure of financial liabilities [abstract]  
Disclosure of financial liabilities breakdown 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).
Disclosure of main data and assumptions used for the measurement of other equity instruments 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%
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
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
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
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
Disclosure of main data and assumptions used for the measurement of convertible loan notes 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
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
Disclosure of 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
Disclosure of variation in 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
Disclosure of main data and assumptions used for the measurement of earn-out liability 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)
Disclosure of reconciliation of liabilities arising from financing activities 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
Disclosure of changes 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
Disclosure of remaining contractual maturities of derivative financial liabilities 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
Disclosure of remaining contractual maturities of non-derivative financial liabilities 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