ABL Diagnostics has announced a proposal to transfer the listing of its securities from the regulated market of Euronext Paris to the Euronext Growth Paris multilateral trading facility. The Board of Directors, meeting on August 6, 2026, decided to convene a shareholders’ meeting on September 17, 2026, to seek approval for this move. The transfer is designed to simplify operations and reduce regulatory constraints and costs associated with the regulated market, while keeping the company accessible to both professional and retail investors through the Euronext Growth platform.

The transfer requires shareholder approval at the general meeting and subsequent approval from Euronext Paris. If approved, the direct listing on Euronext Growth Paris will occur via an accelerated procedure for admitting existing shares to trading, without issuing new shares. AllInvest Securities will support the company as a listing sponsor. The company must meet eligibility conditions on the day of the transfer request, including a market capitalization of less than €1 billion and a minimum public distribution (free float) of €2.5 million.

Currently, the free float represents 5.99% of ABL Diagnostics’ share capital, valued at €2.41 million based on the closing price of €2.50 on August 6, 2026. This falls short of the €2.5 million minimum required for Euronext Growth. However, the company states that this condition will be met by the time of the transfer. Expanding the free float aligns with the company’s strategy since its 2021 merger, aiming for up to 30% of capital in free float subject to market conditions. Initiatives such as a liquidity contract and share sales by the reference shareholder have been undertaken to achieve this.

Regulatory and Operational Changes

The transfer brings several changes to reporting and governance requirements. ABL Diagnostics will publish an annual report within four months of the financial year-end, including financial statements, a reduced management report, and Statutory Auditors’ reports. Half-year reports will also be published within four months of the first half-year end, extending from the three-month period currently applicable on Euronext Paris. These half-year financial statements will no longer require audit by Statutory Auditors, though a review may be maintained.

The company will remain subject to Regulation (EU) No. 596/2014 on market abuse (MAR) for permanent market information, continuing to disseminate regulated and inside information via a professional broadcaster. Officers must still report trades, and insider lists must be maintained. Governance rules regarding Board parity and audit committees may no longer apply, depending on thresholds. Additionally, the “say on pay” regime for executive compensation policy approval will be removed.

Shareholder Rights and Timetable

General meeting formalities will be simplified, with preparatory documents published online on the notice date rather than twenty-one days prior. Minority shareholder protection remains ensured through mandatory public offer mechanisms if the 50% threshold of share capital or voting rights is crossed. For three years post-delisting, the company remains subject to the public offer regime for crossings of the 30% threshold under transitional provisions. Liquidity may change as Euronext Growth is an unregulated market, potentially affecting investor preference, though the existing liquidity contract with AllInvest Securities will continue.

What the Numbers Show

The current free float value of €2.41 million is just below the €2.5 million minimum requirement for Euronext Growth. This narrow gap indicates that only a modest increase in public shareholding or share price appreciation is needed to meet the eligibility criteria by the transfer date. The company’s assertion that the condition will be met suggests confidence in near-term liquidity initiatives or market movements. This minimal shortfall underscores that the primary driver for the transfer is structural cost reduction rather than addressing a significant liquidity deficit.

ABL Diagnostics has been selected by the Évry Commercial Court to acquire the assets and business operations of TEXCELL. The transaction, valued at an estimated €2.9 million, is designed to ensure business continuity and leverage synergies in virology, biosafety, and biological control. This strategic move allows ABL Diagnostics to expand its capabilities in molecular diagnostics and infectious diseases while maintaining operations at the Genopole site in Évry-Courcouronnes.

The acquisition scope includes the transfer of 29 employees, comprising 23 permanent staff and 6 apprentices or trainees. ABL Diagnostics will assume accrued employee rights amounting to €91,829.24, subject to final adjustment. The company plans to recruit approximately five additional employees to support the scientific activities derived from the acquisition.

Financial Terms of the Transaction

The overall economic value of the project is estimated at approximately €2.9 million. The financial structure includes several components allocated to assets, investments, and working capital.

The transaction is financed from the group’s available financial resources. The purchase price for assets comprises €165,000 for intangible assets and €60,000 for tangible assets. The acquisition of inventories is set at a lump-sum amount of €30,000 excluding VAT. Additionally, the company will assume lease financing agreements related to operational equipment, with future instalments amounting to €531,792.74, subject to final adjustment.

Strategic and Operational Synergies

TEXCELL, which originated from the scientific ecosystem of the Institut Pasteur, brings recognized expertise in viral safety, biosafety, genomic analysis, and immunological monitoring. According to publicly available information, TEXCELL France generated revenue of approximately €5.4 million in 2024, following €6.2 million in 2023 and €7.5 million in 2022. The acquisition complements ABL Diagnostics' existing platforms, including UltraGene, DeepChek®, and Nadis®.

This acquisition aligns with ABL Diagnostics' strategic initiatives with the Institut Pasteur, such as the HPV RNA-Seq genotyping project. The company intends to continue the scientific valorization of the acquired assets, including characterized virus banks and cell line collections. Dr. Chalom Sayada, Chief Executive Officer of ABL Diagnostics, stated that the transaction strengthens the company's position among leading international players in molecular biology and virology.

Future Outlook and Integration

ABL Diagnostics plans to invest in automation, infrastructure modernization, and team expansion to support laboratories and healthcare industry players worldwide. The company will provide further information regarding the integration of the acquired activities and their inclusion in its strategic roadmap for fiscal year 2026, subject to the completion of applicable legal and administrative formalities.