SCHEDULE 13D/A: Inventiva S.A. Investor Group Dips Below 5% Stake

An investor group led by Biotechnology Value Fund (BVF) has reported a decrease in its beneficial ownership of Inventiva S.A. to below 5%, primarily due to an increase in the issuer's outstanding shares.

Summary

• Biotechnology Value Fund (BVF) and its affiliated entities, including BVF I GP LLC, Biotechnology Value Fund II LP, BVF II GP LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP HOLDINGS LLC, BVF PARTNERS L P/IL, BVF INC/IL, and Mark N. Lampert, collectively ceased to beneficially own more than 5% of Inventiva S.A.'s outstanding Ordinary Shares and/or American Depositary Shares (ADSs) as of November 17, 2025.
• The change in percentage ownership was solely due to an increase in the number of Inventiva S.A.'s outstanding Shares and/or ADSs, not due to sales by the reporting persons.
• The aggregate beneficial ownership for the main reporting group (BVF, BVF2, Trading Fund OS, and Partners Managed Account) is 9,569,863 Shares, representing approximately 4.99% of the class outstanding.
• This percentage is calculated based on a total of 190,756,467 Shares outstanding (145,951,274 Shares as of October 20, 2025, plus 44,805,193 ADSs issued from a recent offering).
• The reporting persons have not engaged in any transactions in Inventiva S.A. securities within the past sixty days.
• The group holds various unexercised T1 BSAs, T1 bis BSAs, and T2 PFW-BSAs, which are subject to beneficial ownership limitations and are not included in the current reported percentages.

Sentiment

Score: 5

Explanation: Neutral. The filing is a factual disclosure of a change in beneficial ownership due to dilution from a capital raise, not a reflection of the company's operational performance or the investor's sentiment towards the company itself. The investor group maintained its absolute share count.

Positives

• The decrease in percentage ownership was due to dilution from new share issuance by Inventiva S.A., not from sales by the reporting persons, indicating continued holding of their existing stake.

Negatives

• The investor group's influence may be diluted as their percentage ownership has decreased below the 5% threshold, potentially reducing their ability to exert significant shareholder pressure.

Risks

• Dilution of existing shareholder value due to the issuance of new shares by Inventiva S.A.
• Potential for further dilution if the unexercised T1 BSAs, T1 bis BSAs, and T2 PFW-BSAs are eventually exercised, although they are currently subject to beneficial ownership limitations.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from Inventiva S.A. or the reporting persons regarding future operations or financial performance, beyond the implications of the beneficial ownership limitations on unexercised warrants.

Industry Context

This filing reflects a common occurrence in the biotechnology sector where companies, particularly those in clinical development like Inventiva S.A., frequently raise capital through equity offerings. Such offerings can lead to dilution for existing shareholders, even significant institutional investors, as the total number of outstanding shares increases. The continued holding by a specialized biotech fund like BVF, despite dilution, suggests a long-term investment thesis in Inventiva S.A.'s pipeline or strategy.

Stakeholder Impact

• Shareholders: Existing shareholders, including the reporting persons, experienced dilution of their percentage ownership due to the issuance of new shares.

Key Dates

Recommendation

The filing indicates a passive dilution of a significant investor's stake due to the issuer's capital raise, rather than an active divestment. The investor group has not sold any shares in the past 60 days. This suggests the investor maintains conviction in Inventiva S.A. despite the dilution. For existing investors, this information alone does not warrant a change in position, hence a 'hold' recommendation. New investors should consider the implications of the recent capital raise and the company's fundamentals.

Keywords

Inventiva S.A., Schedule 13D, Biotechnology Value Fund, BVF, Shareholder Ownership, Beneficial Ownership, Dilution, Biotechnology, Pharmaceuticals, SEC Filing