SCHEDULE 13D/A: Baker Bros. Advisors Significantly Increase Stake in DBV Technologies S.A. Through Private Placement and Warrants

Baker Bros. Advisors LP and its affiliates have significantly increased their beneficial ownership in DBV Technologies S.A. to 17.1% through a private placement of pre-funded warrants and warrants, following two reverse stock splits by the Issuer.

Summary

• Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Julian C. Baker, and Felix J. Baker (collectively, the "Reporting Persons") now beneficially own 23,489,663 Ordinary Shares of DBV Technologies S.A., representing 17.1% of the class.
• This beneficial ownership percentage is calculated based on 136,948,872 Ordinary Shares expected to be outstanding upon the closing of the private placement offering.
• Prior to the offering, based on 102,847,501 Ordinary Shares outstanding as of November 30, 2024, plus 21,500 Warrants, the Reporting Persons' beneficial ownership would have been 22.8%.
• DBV Technologies S.A. effected a one-for-two reverse stock split of its American Depositary Shares (ADS) on June 7, 2024, and a subsequent one-for-five reverse stock split on November 29, 2024, which changed the CUSIP numbers and the ADS-to-Ordinary Share ratio.
• On March 27, 2025, 667, L.P. and Baker Brothers Life Sciences, L.P. (the "Funds") purchased 2,299,656 and 25,005,240 Pre-Funded Warrant Units, respectively, in a private placement expected to close around April 7, 2025.
• Each Pre-Funded Warrant Unit was purchased at a subscription price of EUR1.1136, with EUR1.1036 prefunded on the issue date.
• Each unit comprises a First Pre-Funded Warrant (exercisable at EUR0.01, expiring April 7, 2035) and a BS Warrant (exercisable at EUR0.9008 for a Second Pre-Funded Warrant).
• The Second Pre-Funded Warrant allows subscription for 1.75 Ordinary Shares at an exercise price of EUR0.0175 per warrant and is exercisable until April 7, 2035.
• The BS Warrants are exercisable until April 7, 2027, or 30 days after the Issuer publishes that the VITESSE Phase 3 study has met its primary endpoint.
• The Funds also hold existing 2022 Pre-Funded Warrants (1,383,352 for 667, L.P. and 11,732,979 for Life Sciences) with an exercise price of EUR0.10, expiring on June 13, 2032.
• All Pre-Funded Warrants are subject to beneficial ownership limitations, generally 9.99%, which can be increased up to 19.99% (or 24.99% for voting rights under French FDI Regime) upon obtaining French regulatory approvals and providing a 61-day notice.
• A Registration Rights Agreement was signed on March 27, 2025, obligating the Issuer to file a registration statement for the resale of the newly issued securities within 45 days of the closing date and to use commercially reasonable efforts to ensure its effectiveness.
• The Issuer is subject to liquidated damages of 1% of the aggregate amount paid by signatories per 30-day period if the registration statement is not filed or effective on time, subject to certain caps.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the reverse stock splits suggest past challenges, the successful capital raise from significant investors like Baker Bros. Advisors provides crucial funding and indicates continued confidence in the company's future, particularly its clinical programs. The structured nature of the warrants and the registration rights agreement also provide a clear path for the investment.

Positives

• The successful private placement secures significant funding for DBV Technologies S.A. from key investors, indicating continued investor confidence in the company's prospects.
• The capital raise provides financial runway for the company, potentially supporting ongoing research and development, including the critical VITESSE Phase 3 study.
• The long expiration dates of the pre-funded warrants (up to April 7, 2035) offer long-term investment flexibility and potential upside for the holders.

Negatives

• The Issuer effected two reverse stock splits (one-for-two in June 2024 and one-for-five in November 2024), which often signal a low stock price and can be perceived negatively by the market, potentially raising concerns about the company's financial health or operational performance.
• The capital raise, while providing necessary funds, involves the issuance of new warrants and shares, leading to dilution for existing shareholders.
• The necessity of a capital raise suggests the company requires external funding, which could imply insufficient internal cash flow or significant ongoing expenses.

Risks

• The exercise of First and Second Pre-Funded Warrants is subject to beneficial ownership limitations (generally 9.99%, potentially up to 19.99% or 24.99% for voting rights under French FDI Regime), requiring French regulatory approvals for increases above 9.99% and a 61-day notice period, which could delay full exercise.
• The Issuer is obligated to file a registration statement for the resale of Registrable Securities by a Filing Deadline (45 days after closing) and ensure its effectiveness by a specific date (earlier of 10 business days after SEC notification or 75th/120th day after closing); failure to do so incurs liquidated damages of 1% of the aggregate amount paid by signatories per 30-day period.
• The BS Warrants' exercisability is tied to the VITESSE Phase 3 study meeting its primary endpoint, introducing clinical trial risk related to the success of the study.

Future Outlook

The Reporting Persons may purchase additional securities or dispose of securities in varying amounts and at varying times based on their assessment of factors including price levels, business prospects of the Issuer, other investment opportunities, economic conditions, stock market conditions, and the attitudes and actions of the Issuer's Board and management. They may also discuss financing suggestions with the Issuer's management. The private placement offering is expected to close on or around April 7, 2025. The Issuer is required to file a registration statement for the resale of the newly issued securities within 45 days of the closing date and use commercially reasonable efforts to cause it to be effective.

Management Comments

• The Reporting Persons' policy dictates that full-time employees of the Adviser, such as Michael Goller, do not receive direct compensation for serving as a director of the Issuer; instead, the pecuniary interest from any such compensation, like warrants, accrues to the Funds.
• The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon their continuing assessments of pertinent factors, including the availability of shares for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, and the attitudes and actions of the Board and management of the Issuer.

Industry Context

This filing reflects a common strategy in the biotechnology sector where companies, particularly those in clinical development stages like DBV Technologies S.A. with its VITESSE Phase 3 study, raise capital through private placements to fund ongoing research, development, and operational expenses. The involvement of specialized life sciences investors like Baker Bros. Advisors indicates a strategic investment in a company with potential, despite the necessity of reverse stock splits, which are often employed by companies to maintain listing requirements or improve stock liquidity after periods of share price decline.

Corporate Governance

Related Party Transactions

• The Funds (667, L.P. and Baker Brothers Life Sciences, L.P.) are managed by Baker Bros. Advisors LP, whose managing members, Julian C. Baker and Felix J. Baker, are also Reporting Persons, indicating a direct relationship between the investors and the management of the investment funds.
• Michael Goller, a full-time employee of Baker Bros. Advisors LP, serves on the Issuer's Board as a representative of the Funds, establishing a direct link between the Reporting Persons' management and the Issuer's governance.
• The pecuniary interest in warrants granted to Michael Goller for his board service accrues to the Funds, not to Mr. Goller directly, as per the policy of the Funds and the Adviser, centralizing the financial benefit within the Reporting Persons' entities.
• The Adviser has voting and investment power over the Warrants and Ordinary Shares received from the exercise of Warrants by Mr. Goller, further consolidating control and financial interest within the Reporting Persons' group.

Stakeholder Impact

• **Shareholders**: Existing shareholders will experience dilution due to the issuance of new Pre-Funded Warrants and Ordinary Shares upon their exercise. The reverse stock splits may also impact per-share metrics and investor perception.
• **Investors (Reporting Persons)**: Baker Bros. Advisors and its affiliated funds significantly increase their stake, demonstrating strong commitment and potentially influencing future strategic decisions. They gain long-term investment vehicles through the warrants.
• **Company (DBV Technologies S.A.)**: The capital raise provides essential funding for operations and clinical development, potentially extending its financial runway. The company incurs obligations related to registration rights and potential liquidated damages.

Next Steps

• Closing of the private placement offering, expected on or around April 7, 2025.
• The Issuer is required to prepare and file a registration statement covering the resale of Registrable Securities with the SEC no later than 45 days after the closing date.
• The Issuer must use commercially reasonable efforts to cause the registration statement to be declared effective as soon as reasonably practicable.
• Reporting Persons may purchase additional securities or dispose of existing securities in the future based on market conditions and the Issuer's business prospects.
• The BS Warrants will be exercisable until April 7, 2027, or 30 days following the publication by the Issuer that the VITESSE Phase 3 study has met its primary endpoint.

Key Dates

Keywords

DBV Technologies S.A., SEC Filing, Schedule 13D/A, Beneficial Ownership, Private Placement, Pre-Funded Warrants, Warrants, Reverse Stock Split, Capital Raise, Biotechnology, Pharmaceuticals, Investment, Baker Bros. Advisors, Shareholder Stake, VITESSE Phase 3 study, Registration Rights Agreement