GENFIT, a biopharmaceutical company focused on rare and life-threatening liver diseases, has successfully completed a significant royalty financing agreement with HealthCare Royalty (HCRx) worth up to €185 million. The transaction, announced on March 20, 2025, provides the company with substantial non-dilutive capital while simultaneously addressing its convertible debt obligations.
The financing package includes an upfront payment of €130 million, with the potential for an additional €55 million contingent upon achieving near-term milestones. This strategic move extends GENFIT's cash runway beyond 2027, strengthening its financial position to advance its diverse pipeline of liver disease treatments.
Strategic Financial Restructuring
The royalty financing agreement follows unanimous approval from GENFIT's 2025 OCEANEs bondholders on March 10, 2025, to amend the terms and conditions of the convertible bonds. This critical approval, secured with a 95.79% quorum, allowed GENFIT to proceed with the HCRx transaction.
Pascal Prigent, CEO of GENFIT, emphasized the significance of the deal: "We are very pleased that we have now successfully closed this transaction. It gives us financial visibility beyond 2027 and will enable us to pursue development of all the programs in our very rich pipeline. We also believe it is positive for our shareholders as we have lifted our convertible debt burden without any dilution."
Under the terms of the agreement, HCRx will be compensated through a portion of the royalties GENFIT receives from its partner Ipsen. Importantly, the cumulative payment to HCRx is capped at a maximum value and subject to time limits, after which all future royalties will revert to GENFIT. The company retains the right to receive regulatory, commercial, and sales-based milestone payments under its Ipsen agreement, including a €26.55 million milestone expected in 2025 pending a third pricing and reimbursement approval of Iqirvo® (elafibranor) in a major European market.
Convertible Debt Repurchase
A significant portion of the financing will be used to address GENFIT's convertible debt obligations. By the March 19, 2025 deadline, holders of 1,882,891 2025 OCEANEs—representing 99% of the total outstanding—exercised their put option at a price of €32.75 per bond. This represents a total repurchase amount of €61,664,680.25, dramatically reducing GENFIT's convertible debt burden to just €586,000.
The settlement of the repurchase is scheduled for March 26, 2025, with the repurchased bonds to be canceled by the company. Additionally, GENFIT will pay a €0.90 consent fee to holders of any remaining 2025 OCEANEs on April 14, 2025, amounting to approximately €17,826.30 based on current outstanding bonds.
Advancing ACLF Pipeline Development
The substantial capital infusion positions GENFIT to accelerate development of its Acute-on-Chronic Liver Failure (ACLF) pipeline, which includes five assets under development: VS-01, NTZ, SRT-015, CLM-022, and VS-02-HE. These candidates employ complementary mechanisms of action using different routes of administration, reflecting GENFIT's comprehensive approach to addressing this severe liver condition.
Beyond ACLF, GENFIT is advancing treatments for other serious diseases, including cholangiocarcinoma (CCA), urea cycle disorder (UCD), and organic acidemia (OA). The company's expertise in developing high-potential molecules was recently validated through the accelerated approval of Iqirvo® (elafibranor) by regulatory authorities in the United States, Europe, and the United Kingdom for Primary Biliary Cholangitis (PBC).
Diagnostic Franchise Expansion
In addition to its therapeutic pipeline, GENFIT maintains a diagnostic franchise that includes NIS2+® for Metabolic dysfunction-associated steatohepatitis (MASH, formerly known as NASH) and TS-01, which focuses on blood ammonia levels. These diagnostic tools complement the company's therapeutic approach, potentially enabling earlier intervention and more targeted treatment strategies.
Financial Outlook
The royalty financing significantly strengthens GENFIT's financial position, extending its cash runway beyond 2027 based on current assumptions and programs. This projection assumes receipt of significant future milestone revenue in 2025, including the €26.55 million milestone pending a third pricing and reimbursement approval of Iqirvo® in a major European market, as well as drawing down all installments under the royalty financing.
Van Lanschot Kempen acted as sole financial advisor to GENFIT for the transaction, with Goodwin Procter LLP serving as lead legal advisor. Natixis assisted GENFIT in obtaining consent from the 2025 OCEANEs holders and managing the repurchase process.
GENFIT is headquartered in Lille, France, with additional offices in Paris, Zurich, and Cambridge, Massachusetts. The company is publicly traded on both the Nasdaq Global Select Market and Euronext Paris (Nasdaq and Euronext: GNFT). Pharmaceutical company Ipsen remains one of GENFIT's largest shareholders, having acquired an 8% stake in 2021.
