SCHEDULE 13D/A: Bpifrance Group Boosts Stake in DBV Technologies Through Strategic Private Placement

Bpifrance Participations and its affiliated entities have significantly increased their beneficial ownership in DBV Technologies S.A. to 12.2% through a new private placement of Ordinary Shares and warrants.

Summary

• Bpifrance Participations S.A. and its affiliated entities (Innobio FPCI, Bpifrance Investissement S.A.S., Caisse des depots, EPIC Bpifrance, and Bpifrance S.A.) have filed an Amendment No. 6 to their Schedule 13D regarding their beneficial ownership in DBV Technologies S.A.
• The filing details a private placement agreement entered into on March 27, 2025, where DBV Technologies S.A. agreed to issue and sell 34,090,004 Ordinary Shares with warrants (ABSAs) at a subscription price of EUR1.1136 per ABSA, and pre-funded warrants to purchase an aggregate of 71,005,656 Ordinary Shares.
• Bpifrance Participations specifically agreed to purchase 3,746,732 ABSAs, which include 3,746,732 Ordinary Shares and warrants to purchase an additional 6,556,781 Ordinary Shares (ABSA Warrant Shares).
• Each ABSA Warrant grants the holder the right to subscribe for 1.75 Ordinary Shares at an exercise price of EUR1.5939 per warrant. These warrants are exercisable from their issue date until the earlier of April 7, 2027, or 30 days following VITESSE Positive Results.
• Upon the anticipated closing of the Private Placement on April 7, 2025, Bpifrance Participations will directly hold 10,672,462 Ordinary Shares and warrants for 6,556,781 Ordinary Shares, representing 12.0% of the Issuer's expected outstanding shares.
• Collectively, the Bpifrance group (including indirect holdings through Bpifrance S.A., EPIC Bpifrance, and Caisse des Depots) will beneficially own 17,455,376 Ordinary Shares (including warrant shares), representing 12.2% of the Issuer's outstanding Ordinary Shares.
• The percentage of ownership is calculated based on 136,695,839 Ordinary Shares expected to be outstanding after the Private Placement, plus the 6,556,781 shares underlying the ABSA Warrants.
• A Registration Rights Agreement was also signed on March 27, 2025, obligating DBV Technologies S.A. to file a registration statement for the resale of these securities within 45 days of closing and ensure its effectiveness within 75 days (or 120 days if reviewed by the SEC), with liquidated damages payable for delays.

Sentiment

Score: 7

Explanation: The document details a successful capital raise for DBV Technologies S.A. and an increased stake by a significant institutional investor group, which generally indicates positive investor confidence and improved financial flexibility for the company. While there is dilution, it is for a capital infusion, and the terms for future warrant exercise are at a higher price. The presence of liquidated damages for registration delays introduces a minor negative, but the overall context of securing funding is positive.

Positives

• DBV Technologies S.A. is receiving a significant capital infusion through the private placement, which can support its operations, research, and development.
• The increased beneficial ownership by a major institutional investor group like Bpifrance Group potentially signals strong confidence in the company's future prospects and strategic direction.
• The company has established a clear mechanism for investors to resell their newly acquired securities through a Registration Rights Agreement, which can enhance liquidity for the investors.

Negatives

• The private placement involves the issuance of new Ordinary Shares and warrants, which will result in dilution for existing shareholders.
• While the exercise price of the ABSA Warrants (EUR1.5939) is higher than the subscription price of the ABSAs (EUR1.1136), their future exercise will lead to additional dilution for current shareholders.

Risks

• DBV Technologies S.A. faces a risk of incurring liquidated damages if it fails to meet the specified Filing Deadline (45 days after closing) or Effectiveness Deadline (75 days, or 120 days if SEC reviews) for the registration statement, which could negatively impact its financial position.
• The future exercise of ABSA Warrants will lead to further dilution of the equity interests of existing shareholders.
• The exercisability of ABSA Warrants is tied to 'VITESSE Positive Results,' indicating a dependency on specific future clinical or operational outcomes, which introduces uncertainty.

Future Outlook

The Issuer anticipates the closing of the private placement on April 7, 2025, which will result in the issuance of new Ordinary Shares and warrants. Following this, the Issuer is obligated to file a registration statement for the resale of these securities within 45 days and ensure its effectiveness within 75 to 120 days, depending on SEC review.

Industry Context

This filing reflects a significant capital raise for DBV Technologies S.A., a common occurrence in the biotechnology sector where companies often rely on private placements and equity financing to fund research, development, and clinical trials. The involvement of Bpifrance, a French public investment bank, highlights continued governmental or quasi-governmental support for strategic industries like biotech in France.

Legal Proceedings

• None of the Reporting Persons, nor their executive officers or directors, have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years.
• None of the Reporting Persons, nor their executive officers or directors, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders: Existing shareholders will experience dilution due to the issuance of new Ordinary Shares and warrants in the private placement. Future exercise of ABSA Warrants will cause further dilution.
• Company (DBV Technologies S.A.): Benefits from a capital infusion to fund operations, research, and development. Faces obligations and potential penalties related to the Registration Rights Agreement.
• Investors (Bpifrance Group): Increases their strategic stake in DBV Technologies S.A. and gains registration rights for their newly acquired securities.

Next Steps

• Closing of the Private Placement on or around April 7, 2025.
• Issuer to file a registration statement for the resale of Registrable Securities by 45 days after the closing date of the Private Placement.
• Issuer to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable, but no later than the 75th day (or 120th day if SEC reviews) after the closing date.
• Issuer to keep the registration statement effective until the Registrable Securities are sold or can be resold without restriction under Rule 144.
• ABSA Warrants will be exercisable from the date of issue until April 7, 2027, or 30 days following VITESSE Positive Results.

Key Dates

Keywords

DBV Technologies, Bpifrance, Schedule 13D, Private Placement, Ordinary Shares, Warrants, ABSA Warrants, Beneficial Ownership, Capital Raise, Dilution, Registration Rights Agreement, Biotechnology Investment, SEC Filing