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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Abivax S.A. (Name of Issuer) |
Ordinary shares, nominal value Euro 0.01 per share (Title of Class of Securities) |
00370M103 (CUSIP Number) |
09/02/2022 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00370M103 |
| 1 | Names of Reporting Persons
Invus Public Equities, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,403,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Reflects ownership as of the filing date. As of September 2, 2022, Invus Public Equities, L.P. directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
|
| CUSIP No. | 00370M103 |
| 1 | Names of Reporting Persons
Invus Public Equities Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,403,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects ownership as of the filing date. As of September 2, 2022, Invus Public Equities, L.P. directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
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| CUSIP No. | 00370M103 |
| 1 | Names of Reporting Persons
Invus Global Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,403,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects ownership as of the filing date. As of September 2, 2022, Invus Public Equities, L.P. directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
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| CUSIP No. | 00370M103 |
| 1 | Names of Reporting Persons
Siren, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,403,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects ownership as of the filing date. As of September 2, 2022, Invus Public Equities, L.P. directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
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| CUSIP No. | 00370M103 |
| 1 | Names of Reporting Persons
Raymond Debbane | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,403,985.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Reflects ownership as of the filing date. As of September 2, 2022, Invus Public Equities, L.P. directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Abivax S.A. | |
| (b) | Address of issuer's principal executive offices:
7-11 boulevard Haussmann, 75009 Paris, France | |
| Item 2. | ||
| (a) | Name of person filing:
See Item 2(c) below. | |
| (b) | Address or principal business office or, if none, residence:
See Item 2(c) below. | |
| (c) | Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | |
| (d) | Title of class of securities:
Ordinary shares, nominal value Euro 0.01 per share | |
| (e) | CUSIP No.:
00370M103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of September 2, 2022, Invus Public Equities directly held 1,557,360 Ordinary shares, nominal value Euro 0.01 per share (the "Shares") of Abivax S.A. (the "Issuer"). As of the date hereof, Invus Public Equities directly holds 5,403,985 Shares of the Issuer. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, controls Siren and, accordingly, may be deemed to beneficially own the Shares that Siren may be deemed to beneficially own.
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 63,347,837 Shares outstanding as of December 31, 2024 as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2025.
There is no CUSIP number assigned to the Shares. The CUSIP Number 00370M103 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ABVX". Each ADS represents 1 Share. | |
| (b) | Percent of class:
See each cover page hereof. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See each cover page hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See each cover page hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit
Number Title
99.1. Joint Filing Agreement |