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September 20, 2023
Marc de Garidel
Chief Executive Officer
Abivax SA
7-11 boulevard Haussmann
75009 Paris
France
Re: Abivax SA
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted September
8, 2023
CIK No. 0001956827
Dear Marc de Garidel:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
September 8, 2023
Risk Factors
Risks Related to our Financial Position and Need for Additional Capital
We have significant debt commitments, which require us to meet certain
operating covenants,
and if we fail to comply with those covenants..., page 21
1. We note your disclosure
stating that as security for the Kreos/Claret Financing, "the
Secured Lenders benefit
from the grant of first-ranking collateral on [y]our principal
tangible and intangible
assets, including . . . intellectual property rights in [y]our lead drug
candidate[.]" Please
revise your disclosure to provide a separate risk factor detailing the
risks associated with
pledging the intellectual property rights in your lead drug candidate
Marc de Garidel
Abivax SA
September 20, 2023
Page 2
as security for the Kreos/Claret Financing.
You may contact Vanessa Robertson at 202-551-3649 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Jason Drory at 202-551-8342 with any
other
questions.
Sincerely,
FirstName LastNameMarc de Garidel
Division of
Corporation Finance
Comapany NameAbivax SA
Office of Life
Sciences
September 20, 2023 Page 2
cc: Ryan Sansom
FirstName LastName