Nanobiotix S.A. (NASDAQ: NBTX) launched a global follow-on offering to raise approximately €75 million ($87 million), seeking to fund its development platforms while diluting existing shareholders.
The offering consists of American Depositary Shares (ADSs) in the United States and a concurrent international offering of ordinary shares and pre-funded warrants to qualified investors, the Paris-based biotechnology company said in a statement.
The company plans to allocate 50-60 percent of the net proceeds to its Nanoprimer platform, 30-40 percent for general corporate purposes, and less than 10 percent to support the JNJ-1900 (NBTXR3) program. The offering price will be determined after a book-building process and is expected to price before U.S. markets open on May 21, 2026, potentially at a discount of up to 15 percent to the recent volume-weighted average price on Euronext.
The capital raise follows a series of positive clinical and preclinical updates for the company, but introduces dilution risk for current investors who are not participating. Nanobiotix shares fell 6.58% to $43.16 in response to the announcement, underperforming biotech peers.
The global offering is managed by Jefferies, TD Cowen, and Stifel, who are acting as joint bookrunners. The structure includes a public offering of ADSs in the U.S. and an international offering in Europe and other countries for ordinary shares and pre-funded warrants (PFWs). Each ADS represents one ordinary share.
The PFWs, designed for certain investors in lieu of ordinary shares, will have an exercise price of €0.03 per share and will be exercisable for a period of ten years. The company does not intend to list the PFWs on any securities exchange.
Underwriters have a 30-day option to purchase up to 15 percent of the total number of ADSs offered, which could increase the total size of the offering if exercised.
The offering will be conducted without preferential subscription rights for existing shareholders, which will result in immediate dilution for those who do not participate. The company explicitly noted the risk of share price volatility and potential downward pressure from sales by significant shareholders as risk factors in its prospectus supplement.
In connection with the offering, executive board members and supervisory board members have agreed to a 90-day lock-up period, restricting them from selling their shares.
The new capital is expected to strengthen Nanobiotix's balance sheet, which held €52.8 million in cash as of its full-year 2025 report. The proceeds will primarily fuel the development of its Nanoprimer platform, which is designed to improve the delivery and efficacy of intravenously-administered therapeutics.
This financing follows a positive protocol amendment for its pivotal Phase 3 NANORAY-312 trial, which is sponsored by its partner Johnson & Johnson and could accelerate the final analysis.
The offering is expected to price before the U.S. market opens on May 21, 2026. Following the pricing, trading of Nanobiotix's ordinary shares on Euronext will be temporarily suspended until the ADSs begin trading on Nasdaq. Investors will be watching the final pricing to assess the level of dilution and the market's appetite for the new shares.
What did Nanobiotix announce? Nanobiotix announced the launch of a global follow-on offering to raise approximately €75 million ($87 million) through the sale of ADSs, ordinary shares, and pre-funded warrants.
How will the proceeds be used? The majority (50-60 percent) will fund the Nanoprimer platform. Less than 10 percent is for the JNJ-1900 (NBTXR3) program, and 30-40 percent is for general corporate purposes.
Who are the underwriters? Jefferies, TD Cowen, and Stifel are the global coordinators and joint bookrunners for the offering.
What is the risk for existing shareholders? Existing shareholders who do not participate in the offering will experience dilution of their ownership stake. The company also warned of potential share price volatility.
This article is for informational purposes only and does not constitute investment advice.
