Form 4: Baker Bros. Converts DBV Warrants After Phase 3 Success

Baker Bros. Advisors LP and its affiliated funds exercised significant warrants in DBV Technologies S.A. following the successful VITESSE Phase 3 study.

Summary

• Baker Bros. affiliated funds, 667, L.P. and Baker Brothers Life Sciences, L.P., exercised a total of 27,304,896 BS Warrants into Second Pre-Funded Warrants of DBV Technologies S.A. on January 12, 2026.
• The exercise was triggered by DBV Technologies S.A.'s announcement that its VITESSE Phase 3 study met its primary endpoint.
• The BS Warrants had a strike price of EUR 1.5764 and were exercisable until January 15, 2026.
• Each Second Pre-Funded Warrant is exercisable for 1.75 Ordinary Shares at an exercise price of EUR 0.0175 per share.
• Following the transaction, 667, L.P. holds 2,299,656 Second Pre-Funded Warrants, underlying 4,024,398 Ordinary Shares.
• Baker Brothers Life Sciences, L.P. holds 25,005,240 Second Pre-Funded Warrants, underlying 43,759,170 Ordinary Shares.
• The Second Pre-Funded Warrants are exercisable until April 7, 2035.
• Julian C. Baker and Felix J. Baker, managing members of Baker Bros. Advisors (GP) LLC, have indirect pecuniary interests in these securities.

Sentiment

Score: 8

Explanation: The successful Phase 3 clinical trial, which triggered the warrant exercise, is a highly positive development for the company. The long-term commitment from a major institutional investor through the conversion into pre-funded warrants further reinforces positive sentiment, despite the technical nature of a Form 4.

Positives

• The exercise of BS Warrants was explicitly triggered by the successful outcome of DBV Technologies S.A.'s VITESSE Phase 3 study, which met its primary endpoint, indicating significant clinical progress.
• A major institutional investor, Baker Bros., demonstrates long-term commitment through the conversion into Second Pre-Funded Warrants exercisable until April 7, 2035.
• The conversion of warrants into pre-funded warrants by a 10% owner and director-affiliated entity signals continued strategic interest and confidence in the company's future prospects.

Risks

• The Second Pre-Funded Warrants are subject to a beneficial ownership limitation, generally 9.99% of outstanding Ordinary Shares, which may restrict immediate full exercise by the holders.
• Increasing the beneficial ownership limitation above 9.99% requires certain French regulatory approvals, potentially delaying full conversion into Ordinary Shares.
• The maximum beneficial ownership limitation is capped at 19.99% (or 24.99% for voting rights under French FDI Regime), which could limit the extent of Baker Bros.' direct shareholding.

Future Outlook

The Second Pre-Funded Warrants are exercisable until April 7, 2035, indicating a long-term investment horizon for Baker Bros. The ability to increase beneficial ownership limitations with regulatory approval also suggests potential for increased future stake in DBV Technologies S.A.

Management Comments

• Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
• Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
• Michael Goller, a full-time employee of Baker Bros. Advisors LP is a director of DBV Technologies S.A.. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

Industry Context

The successful completion of a Phase 3 clinical trial (VITESSE study) is a critical milestone in the biotechnology and pharmaceutical industry, often leading to regulatory submissions and potential commercialization. This event, triggering warrant exercises by a significant investor, underscores the importance of clinical development success in driving investor confidence and strategic moves within the sector.

Comparison to Industry Standards

• The successful VITESSE Phase 3 study meeting its primary endpoint aligns with industry expectations for significant clinical development progress.
• A successful Phase 3 trial is a strong indicator of a drug candidate's potential efficacy and safety, positioning DBV Technologies favorably against peers with ongoing or failed late-stage trials.

Corporate Governance

Related Party Transactions

• The exercise of warrants by 667, L.P. and Baker Brothers Life Sciences, L.P., which are funds advised by Baker Bros. Advisors LP.
• Julian C. Baker and Felix J. Baker, who are managing members of Baker Bros. Advisors (GP) LLC, have indirect pecuniary interests in the securities held by these funds.
• Michael Goller, an employee of Baker Bros. Advisors LP, serves as a director of DBV Technologies S.A., making the reporting persons deemed directors by deputization.

Stakeholder Impact

• Shareholders: Benefit from the positive clinical trial results and the continued long-term commitment of a major institutional investor, potentially signaling confidence in the company's future value.
• Employees: Positive clinical trial results can boost morale and job security, especially for those involved in R&D and future commercialization efforts.
• Customers/Patients: The successful Phase 3 study brings the potential for a new therapeutic option closer to market.

Next Steps

• DBV Technologies S.A. will continue with the regulatory process for the product related to the VITESSE Phase 3 study.
• Baker Bros. entities may choose to exercise their Second Pre-Funded Warrants into Ordinary Shares at any time until April 7, 2035, subject to beneficial ownership limitations and potential French regulatory approvals for increases.

Key Dates

Recommendation

The successful completion of a Phase 3 clinical trial is a pivotal event for a biotech company, significantly de-risking its pipeline and opening the path to regulatory approval and commercialization. The subsequent exercise of a substantial number of warrants by a sophisticated institutional investor like Baker Bros., which also has board representation, signals strong conviction in the company's future prospects and valuation. This combination of clinical success and insider confidence makes DBV Technologies a compelling "strong buy" for investors looking for growth in the biotech sector.

Keywords

DBV Technologies, DBVT, Baker Bros. Advisors, SEC Form 4, insider transaction, warrant exercise, pre-funded warrants, VITESSE Phase 3 study, clinical trial success, beneficial ownership, biotech, pharmaceutical