SCHEDULE 13D/A: Biotechnology Value Fund Affiliates Increase Stake in Inventiva S.A. Following €115.6 Million Capital Raise

Biotechnology Value Fund and its affiliates have significantly increased their beneficial ownership in Inventiva S.A. to 6.1% following the consummation of a multi-tranche capital raise totaling €115.6 million.

Summary

• Biotechnology Value Fund L P (BVF), Biotechnology Value Fund II LP (BVF2), Biotechnology Value Trading Fund OS LP, and the Partners Managed Account, collectively referred to as the Reporting Persons, have updated their beneficial ownership in Inventiva S.A. following the consummation of the T2 Transaction.
• The T2 Transaction, a capital raise, was consummated on May 2, 2025, generating aggregate gross proceeds of €115.6 million and net proceeds of €108.5 million for Inventiva S.A.
• As part of the T2 Transaction, Inventiva S.A. issued 42,488,883 ABSAs at a subscription price of €1.35 per ABSA and 43,437,036 T2 PFW-BSAs (pre-funded warrants and attached warrants) at a subscription price of €1.34 per T2 PFW-BSA.
• The Reporting Persons and the Partners Managed Account collectively acquired 10,103,703 T2 PFW-BSAs, which are exercisable into an aggregate of 19,197,036 Shares.
• As of the filing date, the total number of Inventiva S.A. Shares outstanding is 139,151,274.
• The Reporting Persons' beneficial ownership, excluding shares issuable upon exercise of T1 BSAs, T1 bis BSAs, and T2 PFW-BSAs due to beneficial ownership limitations, is as follows: BVF owns 4,630,461 Shares (3.3%), BVF2 owns 3,321,861 Shares (2.4%), Trading Fund OS owns 397,086 Shares (0.3%), and the Partners Managed Account holds 196,091 Shares (0.14%).
• Collectively, BVF Partners L P/IL, BVF Inc/IL, and Mark N. Lampert are deemed to beneficially own 8,545,499 Shares, representing approximately 6.1% of the Shares outstanding.
• The T2 PFWs are exercisable at an exercise price of €0.01 per Share and expire on May 7, 2035, subject to a 4.99% beneficial ownership limitation.
• The Warrants attached to the T2 PFWs are exercisable for 0.9 Shares at €1.50 per new Share, contingent upon a 'Warrant Exercise Event' – the release of topline data from Inventiva's Phase 3 NATiV3 clinical trial for lanifibranor in metabolic dysfunction-associated steatohepatitis meeting key primary or secondary endpoints by June 15, 2027. The Warrants mature on July 30, 2027.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The document primarily reports the successful consummation of a significant capital raise, which provides essential funding for Inventiva S.A.'s clinical development, particularly its Phase 3 trial. While there is inherent dilution and performance-based risk for warrant exercise, securing this funding is a positive step for a biotechnology company.

Positives

• Inventiva S.A. successfully consummated the T2 Transaction, securing significant gross proceeds of €115.6 million and net proceeds of €108.5 million, which provides crucial funding for its operations and clinical development programs.
• The capital raise demonstrates continued investor confidence from key biotechnology funds in Inventiva S.A.'s strategic direction and its lead clinical asset, lanifibranor.

Negatives

• The issuance of new shares and warrants in the T2 Transaction leads to dilution for existing shareholders.
• The exercise of a significant portion of the T2 PFWs and Warrants is subject to beneficial ownership limitations (4.99%), which restricts the immediate full conversion of these securities into ordinary shares by the Reporting Persons.
• The exercise of the Warrants is contingent on the success of the Phase 3 NATiV3 clinical trial, introducing a performance-based risk for the full realization of the investment.

Risks

• The exercise of Warrants is dependent on the successful outcome of the Phase 3 NATiV3 clinical trial for lanifibranor in metabolic dysfunction-associated steatohepatitis, specifically meeting Key Primary or Key Secondary Endpoints by June 15, 2027. Failure to meet these conditions would prevent warrant exercise.
• Beneficial ownership limitations (4.99%) restrict the immediate full exercise of T2 PFWs, T1 BSAs, and T1 bis BSAs by the Reporting Persons, potentially limiting their ability to fully convert their holdings into ordinary shares at their discretion.
• Future dilution risk exists as the T2 PFWs and Warrants, if exercised, will result in the issuance of additional shares, potentially impacting the per-share value of existing holdings.

Future Outlook

The future exercise of Warrants held by the Reporting Persons is contingent upon the successful release of topline data from Inventiva S.A.'s Phase 3 NATiV3 clinical trial for lanifibranor in metabolic dysfunction-associated steatohepatitis, specifically meeting Key Primary or Key Secondary Endpoints by June 15, 2027. The T2 PFWs have a longer expiry date of May 7, 2035, providing a longer window for exercise, subject to beneficial ownership limitations.

Industry Context

This filing reflects a common strategy for biotechnology companies, particularly those with assets in late-stage clinical development like Inventiva's lanifibranor in Phase 3 for MASH. Capital raises are essential to fund costly clinical trials and ongoing operations, and the participation of specialized biotechnology funds like BVF underscores the sector's reliance on targeted investment for R&D-intensive activities. The structure with pre-funded warrants and performance-contingent warrants is also a common mechanism to align investor interests with clinical milestones.

Related Party Transactions

• The T2 Subscription Agreements were entered into between Inventiva S.A. and the Investors, including certain Reporting Persons (Biotechnology Value Fund L P, Biotechnology Value Fund II LP, Biotechnology Value Trading Fund OS LP, and the Partners Managed Account), who are significant shareholders. This direct capital raise from existing substantial investors constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Experience immediate dilution due to the issuance of new shares and warrants, but benefit from the company securing significant funding for its operations and critical clinical trials, which could enhance long-term value if successful.
• Company (Inventiva S.A.): Gains substantial capital (€108.5 million net proceeds) to advance its clinical pipeline, particularly the Phase 3 NATiV3 trial for lanifibranor, reducing immediate funding concerns.

Next Steps

• Inventiva S.A. is expected to release topline data from its Phase 3 NATiV3 clinical trial for lanifibranor in metabolic dysfunction-associated steatohepatitis by June 15, 2027, which is a condition for the exercise of the Warrants.

Key Dates

Keywords

Inventiva S.A., SEC filing, Schedule 13D, capital raise, T2 Transaction, pre-funded warrants, warrants, clinical trial, lanifibranor, metabolic dysfunction-associated steatohepatitis, MASH, biotechnology, pharmaceutical, investment, beneficial ownership, shareholding