Abivax SA ADR 2025年年度报告和过渡报告

2Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock asof the closeof the period covered by the annual report.Ordinary shares: 63,347,837 shares outstanding as of December 31, 2024 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecuritiesAct.☐Yes☐NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to filereportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☐NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90days.☐Yes☐NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the registrant was required to submit such files).☐Yes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and“emerginggrowth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Emerging growth company☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with anynew orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐† The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccountingStandards Board to its Accounting Standards Codification after April 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancialstatements of the registrant included in the filing reflect the correction of an error to previously issuedfinancialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevantrecoveryperiod pursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatementsincluded in this filing:U.S. GAAP☐International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other☐If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule12b-2 of the Exchange Act).☐Yes☐No 3TABLE OF CONTENTS PageINTRODUCTION........................................................................................................................................4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................................4PART I.........................................................................................................................................................7Item 1.Identity of Directors, Senior Management and Advisers................................................7Item 2.Offer Statistics and Expected Timetable.........................................................................8Item 3.Key Information..............................................................................................................9Item 4.Information on the Company...........................................................................................60Item 4A. Unresolved Staff Comments............................................................................................101Item 5.Operating and Financial Review and Prospects..............................................................102Item 6.Directors, Senior Management and Employees..............................................................118Item 7.Major Shareholders and Related Party Transactions.......................................................151Item 8.Financial Information..................................................................................................