Business Context and Reporting Period
This Form 6-K filing by Nanobiotix S.A. covers the month of May 2026. The report details the closing of a Global Offering of American Depositary Shares (ADSs), Ordinary Shares, and Pre-Funded Warrants. The offering was executed pursuant to an Underwriting Agreement dated May 21, 2026, with Jefferies LLC and other representatives, and is expected to close on or about May 26, 2026.
Key Financial Metrics and Offering Details
The filing focuses on capital raising activities rather than operational financial performance. Key metrics regarding the Global Offering include:
- U.S. Offering: 225,373 ADSs at $38.98 per ADS.
- U.S. Over-Allotment Option: Fully exercised for an additional 33,805 ADSs at $38.98 per ADS.
- European Offering: 1,959,289 Ordinary Shares at €33.60 per share.
- Pre-Funded Warrants: 345,099 warrants issued to certain purchasers in lieu of Ordinary Shares.
- Revenue, Profit, and Cash Flow: The filing text does not provide specific values for revenue, profit, operating cash flow, margins, or existing debt levels.
Material Changes Versus Prior Period
The primary material change reported is the significant increase in share capital and cash proceeds resulting from the Global Offering. The filing does not provide comparative financial data against prior periods to quantify changes in operational metrics.
Guidance, Outlook, and Terms of Pre-Funded Warrants
The filing outlines specific terms for the Pre-Funded Warrants issued as part of the offering:
- Exercise Price: Pre-funded except for a remaining exercise price of €0.03 per ordinary share.
- Exercisability: Warrants are exercisable at any time from issuance until May 26, 2036 (10-year term).
- Beneficial Ownership Limitation: Holders cannot exercise warrants if it results in beneficial ownership exceeding 9.99% of outstanding shares, unless specific conditions are met (up to a maximum of 19.99% or 24.99% under French Foreign Direct Investment rules).
- Liquidity and Listing: The Pre-Funded Warrants will not be listed on Euronext Paris, Nasdaq, or any other exchange and have no established public trading market.
- Management Commentary: The filing contains no forward-looking guidance on product development, clinical trials, or future revenue projections.
Important Facts for Investor Verification
- Verify the total gross proceeds from the Global Offering by calculating the sum of the U.S. Offering, U.S. Option Exercise, European Offering, and Pre-Funded Warrants.
- Confirm the dilution impact on existing shareholders resulting from the issuance of approximately 2.56 million new shares and warrants.
- Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts, commissions, and indemnification obligations.
- Assess the liquidity risk associated with the Pre-Funded Warrants, which are not listed on any public exchange.
- Monitor the company's cash position post-closing to determine runway for ongoing operations, as no current cash balance is disclosed in this text.