### 6-K - FORM 6-K
6-K
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ny20063216x4_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2026
Commission File Number: 001-39777
NANOBIOTIX S.A.
(Translation of registrant's name into English)
60 Rue de Wattignies
75012 Paris, France
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
This Report on Form 6-K, including the exhibits, shall be deemed to be incorporated by reference in the registration statement of Nanobiotix S.A. on Form F-3 (File No. 333-285604) and Form S-8 (File Nos. 333-253062, 333-257239, 333-272947 and
333-287272), to the extent not superseded by documents or reports subsequently filed.
Information contained in this Report
Closing of the Global Offering
On May 21, 2026, Nanobiotix S.A. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC, Jefferies GmbH, TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated and Stifel Europe
Securities SAS, as representatives (“Representatives”) of the several underwriters named therein, relating to (a) an offering of 225,373 American Depositary Shares (“ADSs”), each representing one ordinary share, €0.03 nominal value per share (each an
“Ordinary Share”), of the Company, in the United States (the “U.S. Offering”) at an offering price of $38.98 per ADS, (b)(i) an offering of 1,959,289 Ordinary Shares, exclusively to “qualified investors” in Europe (including France) within the
meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended and certain other countries (excluding the United States and Canada) (the “European Offering”) at an offering price of €33.60 per Ordinary Share and (ii) 345,099 pre-funded warrants
(the “Pre-Funded Warrants”) (for certain purchasers in lieu of Ordinary Shares) to purchase 345,099 Ordinary Shares. Pursuant to the Underwriting Agreement, the Company also granted the underwriters an option to purchase up to an additional 33,805
ADSs, each representing one Ordinary Share, in the United States, at an offering price of $38.98 per ADS (the “U.S. Over-Allotment Option”). On May 21, 2026, the Representatives exercised the U.S. Over-Allotment Option to purchase an additional
33,805 ADSs at an offering price of $38.98 per ADS (the “U.S. Option Exercise”).
The U.S. Offering and the European Offering are referred to, together, as the “Global Offering.” The Global Offering, including the U.S. Option Exercise, is expected to close on or about May 26, 2026.
The Global Offering was made pursuant to a prospectus supplement dated May 21, 2026 to the base prospectus dated March 6, 2025, included in the Company’s shelf registration statement on Form F-3 (File No. 333-285604), which was filed on March 6,
2025 and became effective on March 14, 2025.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or
to contribute to payments that the underwriters may be required to make because of such liabilities.
The foregoing description of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is
filed as Exhibit 1.1 to this Report on Form 6-K and incorporated by reference herein.
The legal opinion of Jones Day relating to the Ordinary Shares is filed as Exhibit 5.1 to this Report on Form 6-K and incorporated by reference herein and a consent relating to the incorporation of such opinion is filed as Exhibit 23.1 by
reference to its inclusion within Exhibit 5.1 and incorporated by reference herein.
This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein.
Terms and Conditions of the Pre-Funded Warrants
Form
The Pre-Funded Warrants will be issued and held in registered form ( au nominatif ) in the securities account opened in the name of the holder in the books of the registrar. The Pre-Funded Warrants shall
not be listed on Euronext Paris or on any other stock exchange and will be freely negotiable. Title to the Pre-Funded Warrants held by the holders thereof will be established and evidenced in accordance with Articles L.211-3 and R.211-1 of the
French Monetary and Financial Code by book-entries ( inscription en compte ). No physical document of title (including certificats représentatifs pursuant to Article
R.211-7 of the French Monetary and Financial Code) will be issued with respect to the Pre-Funded Warrants.
Exercise Price
The aggregate price of the Pre-Funded Warrants will be pre-funded on or prior to the issue date, except for a remaining exercise price of €0.03 per ordinary share purchasable upon exercise of each Pre-Funded Warrant. The exercise price and/or
the number of ordinary shares issuable upon exercise of the Pre-Funded Warrants will be subject to adjustment from time to time according to mandatory legal requirements imposed by the French Commercial Code and in particular by Articles L. 228-98
to L. 228-101 (with the exception of the provisions of Articles L. 228-99 1° and L. 228-99 2°) and Articles R. 228-90 to R. 228-92 of this Code.
Exercisability
The Pre-Funded Warrants are exercisable at any time after their original issuance until May 26, 2036, during a period of ten years from their issue date. Each Pre-Funded Warrant will be exercisable for one ordinary share. The Pre-Funded Warrants
will be exercisable, at the option of each holder, in whole or in part (subject always to exercising a whole number of Pre-Funded Warrants), by delivering to our registrar and to us a duly executed exercise notice accompanied by payment in full for
the number of ordinary shares purchased upon such exercise.
Limitations on Exercisability
A holder (together with its affiliates and other attribution parties) may not exercise any portion of a warrant to the extent that immediately prior to or after giving effect to such exercise the holder would beneficially own more than 9.99% of
our outstanding ordinary shares immediately after giving effect to the issuance of shares upon exercise of the Pre-Funded Warrants (the ‘‘Beneficial Ownership Limitation’’). The holder, upon notice to us, may increase or decrease the Beneficial
Ownership Limitation, provided that (a) to the extent required by the French Foreign Direct Investment regime, in the cases of Beneficial Ownership Limitation increased above 9.99% of the voting rights of the Company (the ‘‘Crossing Event’’), the
holder has obtained from the French Ministry of Economy through an authorization request or prior notification, in accordance with the Foreign Direct Investment regime, either (i) a written response from the French Ministry of Economy confirming
that the exercise of the Pre-Funded Warrants and, therefore, the acquisition of ordinary shares upon exercise of Pre-Funded Warrants that would cause the Crossing Event is not subject to the prior authorization procedure or (ii) the authorization
(express or tacit) to proceed with the Crossing Event and (b) the Beneficial Ownership Limitation in no event exceeds 19.99% (to the extent applicable) of the number of shares outstanding immediately after giving effect to the issuance of ordinary
shares upon exercise of the Pre-Funded Warrants held by the holder (provided that, with respect to the Foreign Direct Investment regime, the applicable percentage will be 24.99% of the voting rights of the Company). Any increase in the Beneficial
Ownership Limitation will not be effective until the sixty first (61st) day after such notice is delivered to the Company.
Suspension of Exercisability
In the event of a capital increase, absorption, merger, spin-off or issuance of new ordinary shares or securities giving access to the share capital, or any other financial transaction involving a preferential subscription right or reserving a
priority subscription period for the benefit of our shareholders, we may suspend exercises of the Pre-Funded Warrants for a period that may not exceed the shorter of three months or any other period set by the applicable regulations. In the case of
a suspension, the first day of which falls during the period of three months prior to the day which would otherwise be the last day of the exercise period, the exercise period of the Pre-Funded Warrants shall be automatically extended for the same
duration as the period of suspension. Our decision to suspend the ability to exercise the Pre-Funded Warrants will be published (to the extent that such publication is required under French law or any other form of communication compliant with
applicable regulations) in the Bulletin des Annonces Légales Obligatoires and pursuant to the terms and conditions of the Pre-Funded Warrants.
Adjustments to Exercise Ratio; Specified Transactions
The Pre-Funded Warrants are considered securities giving access to the share capital of the Company within the meaning of Article L. 228-91 et seq. of the French Commercial Code. In accordance with the provisions of Article R. 228-92 of the
French Commercial Code, if we decide to issue new ordinary shares or securities giving access to the capital with preferential subscription rights limited to our shareholders, to distribute reserves (in cash or in kind) and share premiums or to
change the distribution of our profits by creating preference shares, or to otherwise carry out certain specified transactions, we will inform (as long as the current regulation so requires) the holders of Pre-Funded Warrants via an announcement in
the Bulletin des Annonces Légales Obligatoires and pursuant to the terms and conditions of the Pre-Funded Warrants. If our Company is absorbed by another company or merges or consolidates with ( fusions ) one
or several other companies to participate in the incorporation of a new entity, or proceeds with a split (scission), the holders of Pre-Funded Warrants shall exercise their rights in the entity(ies) benefiting from the assets in accordance with the
provisions of Article L. 228-101 of the French Commercial Code. Certain specified transactions may result in an adjustment to the exercise ratio (or any adjustment as otherwise prescribed), to maintain the rights of the holders, in accordance with
the adjustment conditions as specified in the terms and conditions of the Pre-Funded Warrants. The specified transactions include: (i) financial transactions (issuance of shares or any other securities of any nature) with listed preferential
subscription rights or by free allocation of listed subscription warrants, (ii) free allocation of shares to shareholders, grouping or splitting shares, (iii) incorporation of reserves, profits or premiums into equity, by increasing the nominal
value of the shares, (iv) distribution of reserves and of any share premium, in cash or in kind, (v) free allocation to the shareholders of the Company of any securities of the Company (except shares), (vi) merger by acquisition ( fusion par absorption ), merger ( fusion par création d’une nouvelle société ), spin-off, or division ( scission ) of the Company,
(vii) buyback of the Company’s own shares at a price higher than the trading market price, (viii) amortization of the share capital, and (ix) change in the allocation of profits and/or creation of preferred shares.
Fractional Shares
No fractional ordinary shares will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of ordinary shares to be issued will be rounded down to the nearest whole multiple of one share and the holder will receive from us a
cash payment equal to the product (rounded down to the nearest whole multiple of €0.01) of (x) the fractional share (if any) so rounded down and (y) the closing price of a share on the trading market on the last trading day preceding the exercise
date.
Transferability
The Pre-Funded Warrants will, upon issuance, be inscribed in the books of the registrar, which shall credit the account of each holder in the related register. In accordance with the provisions of Articles L. 211-15 and L. 211-17 of the French
Monetary and Financial Code, title to the Pre-Funded Warrants shall be evidenced by entries in the books of such warrant register maintained by the registrar, and transfer of the Pre-Funded Warrants may only be effected through registration of the
transfer in such warrant register.
Exchange Listing
There is no established public trading market for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on Euronext Paris, Nasdaq or any securities exchange
or nationally recognized trading system.
Rights as a Holder of Pre-Funded Warrants
Under French law, the holders of the Pre-Funded Warrants will be grouped automatically in a collective group with legal personality (the ‘‘ Masse ’’), to defend their common interests. The Masse will be
governed by the provisions of the French Commercial Code (with the exception of the provisions of Article L.228-48 thereof),subject to the following provisions:
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The Masse will be a separate legal entity by virtue of Article L.228-103 of the French Commercial Code, acting in part through a representative elected by the holders’ general meeting and in part
through a holders’ general meeting.
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The Masse alone, to the exclusion of all individual holders of the Pre-Funded Warrants, shall exercise the common rights, actions and benefits which now or in the future may accrue with respect
to the Pre-Funded Warrants. The holders’ general meeting shall be convened to authorize any changes to the terms and conditions and to approve any decision that impacts the conditions for subscription of the ordinary shares underlying the
Pre-Funded Warrants, as determined within the scope of the terms and conditions.
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Governing Law
The terms and conditions of the Pre-Funded Warrants shall be governed by the laws of France and interpreted and construed in accordance with such laws.
The foregoing description of the Terms and Conditions does not purport to be a complete description, and is qualified in its entirety by reference to the Terms and Conditions filed as Exhibit 4.1 to this Report on Form 6-K and incorporated by
reference herein.
EXHIBIT INDEX
Exhibit
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Title
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1.1
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Underwriting Agreement, dated as of May 21, 2026, by and between Nanobiotix S.A. and Jefferies LLC, Jefferies GmbH, TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated and Stifel
Europe Securities SAS, as representatives of the underwriters.
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4.1
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Terms and Conditions of the Pre-Funded Warrants (included as Exhibit C to Exhibit 1.1).
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5.1
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Opinion of Jones Day, French counsel to the registrant
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23.1
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Consent of Jones Day (included in Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NANOBIOTIX S.A.
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(Registrant)
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May 26, 2026
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By:
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/s/ Bart Van Rhijn
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Bart Van Rhijn
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Chief Financial Officer
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### EX-5.1 - EXHIBIT 5.1
EX-5.1
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ny20063216x4_ex5-1.htm
EXHIBIT 5.1
Exhibit 5.1
PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA
AVOCATS AU BARREAU DE PARIS
2, RUE SAINT-FLORENTIN • 75001 PARIS
TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001
JONESDAY.COM
May 26, 2026
Nanobiotix S.A.
60, rue de Wattignies
75012 Paris, France
Re: 2,218,467 Ordinary Shares of Nanobiotix S.A., including 225,373 U.S. Offering Shares to be Delivered in the Form of 225,373 American Depositary Shares and 33,805 Option Shares to be Delivered in the Form of
33,805 American Depositary Shares, and 345,099 Pre-Funded Warrants
Ladies and Gentlemen:
We are acting as special French counsel for Nanobiotix S.A., a société anonyme incorporated in the Republic of France (the “ Company ”), in connection with the issuance
and sale by the Company of (i) 2,184,662 shares (the “ New Shares ”) of the Company’s ordinary shares, €0.03 nominal value per share (the “ Ordinary Shares ”), including 225,373 Ordinary Shares to be delivered in the form of an
aggregate of 225,373 American Depositary Shares (“ ADSs ”), each representing one Ordinary Share, (ii) 345,099 pre-funded warrants ( bons de souscription d’actions pre-financés ) of the Company (the “ Pre-Funded
Warrants ”) to subscribe initially for 345,099 ordinary shares of the Company upon exercise (the “ Warrant Shares ”), and (iii) 33,805 additional ordinary shares (the “ Option Shares ”) to be delivered in the form of 33,805 ADSs
pursuant to an Underwriting Agreement, dated as of May 21, 2026 (the “ Underwriting Agreement ”), by and between the Company and Jefferies LLC, Jefferies GmbH, TD Securities (USA) LLC, Stifel, Nicolaus & Company, Incorporated and
Stifel Europe Securities SAS, acting as representatives of the several underwriters named therein.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject
to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, as of the date hereof:
1. The issuance of the New Shares, the Pre-Funded Warrants, the Warrant Shares and the Option Shares have been duly authorized.
2. The New Shares and the Option Shares, when issued and delivered pursuant to the terms of the Underwriting Agreement against full payment of their subscription
price, as provided in the Underwriting Agreement, as shall be acknowledged by the certificate of the depository ( certificat du dépositaire ) to be delivered by CIC Securities, will be validly issued,
fully paid and non-assessable.
3. The Pre-Funded Warrants, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration therefor as provided therein,
will constitute valid and binding obligations of the Company.
4. The Warrant Shares, when issued upon exercise of the Pre-Funded Warrants pursuant to the terms of the Pre-Funded Warrants against payment of the exercise
price therefor as provided in the Pre-Funded Warrants, will be validly issued, fully paid and non-assessable.
The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of New Shares Warrant Shares and Option Shares will be subject to
personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Company or any other person after the issuance of the New Shares, the Warrant Shares and the Option Shares. The opinion expressed
in paragraph 3 herein is subject to all applicable bankruptcy, insolvency, liquidation, reorganization, arrangement, moratorium and other laws relating to or affecting generally the enforcement of creditors’ rights and remedies.
In rendering the foregoing opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us
as certified or reproduced copies. We have also assumed that the resolutions authorizing the Company to issue, offer and sell the New Shares, the Pre-Funded Warrants, the Warrant Shares and the Option Shares as adopted by the combined
ordinary and extraordinary meeting of shareholders and/or the supervisory board ( conseil de surveillance ) and/or management board ( directoire ) of the Company,
as applicable, are accurately reflected in the minutes of such meetings provided to us, and remain in full force and effect.
As to facts material to the opinions and assumptions expressed herein, we have relied upon written statements and representations of officers of the Company and others. We are members of the Paris bar and this
opinion is limited to the laws of the Republic of France as currently in effect. This opinion is subject to the sovereign power of the French courts to interpret agreements and assess the facts and circumstances of any adjudication. This
opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the Republic of France.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 6-K, filed on the date hereof by the Company and incorporated by reference into the registration statement on Form F-3
(File No. 333-285604) (the “ Registration Statement ”) filed by the Company to effect the registration of the New Shares, the Warrant Shares and the Option Shares under the Securities Act of 1933 (the “ Act ”), and to the reference
to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement and the final prospectus supplement, dated as of May 21, 2026, filed by the Company pursuant to Rule 424(b) under the Act on
May 22, 2026, relating to the New Shares. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
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Very truly yours,
/s/ Jones Day
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