SCHEDULE 13D/A: New Enterprise Associates Boosts Inventiva S.A. Stake to 6.0% Following Strategic Financing

New Enterprise Associates and its affiliated investment funds have increased their beneficial ownership in Inventiva S.A. to 6.0% through a recent financing round involving the purchase of pre-funded warrants and contingent warrants.

Summary

• New Enterprise Associates (NEA) and its affiliated entities have increased their beneficial ownership in Inventiva S.A. to 6.0% of the Ordinary Shares.
• This increased stake is a result of their participation in a new financing round, referred to as the 'Third Settlement,' which closed on May 7, 2025.
• The financing involved the purchase of PFW-BSAs (Pre-Funded Warrants with attached T3 BSAs) from Inventiva S.A.
• NEA 17 purchased 7,407,407 PFW-BSAs for an aggregate purchase price of approximately (euro)9,925,925.
• Growth Equity Opportunities 18 VGE, LLC (GEO) purchased 11,111,111 PFW-BSAs for an aggregate purchase price of approximately (euro)14,888,889.
• Collectively, NEA 17 and GEO now beneficially own 8,350,730 Ordinary Shares, representing 6.0% of the class, after accounting for a beneficial ownership limitation.
• The funds for these purchases were sourced from the working capital of NEA 17 and GEO.
• This filing is Amendment No. 3 to the original Schedule 13D filed on July 21, 2020, and subsequent amendments.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The filing indicates continued investment by a significant institutional investor, providing capital to the company. While there are contingencies on some warrants, the overall action is a vote of confidence and a capital infusion.

Positives

• The continued investment by New Enterprise Associates, a prominent venture capital firm, signals ongoing confidence in Inventiva S.A.'s business and future prospects.
• The financing provides Inventiva S.A. with additional capital, totaling approximately (euro)24.8 million, which can support its operations, research and development, and strategic initiatives.

Negatives

• The exercisability of the T3 BSAs, which represent a significant portion of the potential future shareholding, is contingent on the success of the NATiV3 clinical trial, specifically meeting a key primary or secondary endpoint by June 15, 2027, introducing a performance-based risk.
• The beneficial ownership limitation on the Pre-Funded Warrants and the requirement for French FDI Regime approval for higher ownership percentages could limit the immediate influence or flexibility of the investors.

Risks

• **Clinical Trial Risk**: The exercisability of T3 BSAs is contingent on the 'T3 Triggering Event,' which requires Inventiva S.A.'s NATiV3 trial to meet a key primary or secondary endpoint by June 15, 2027. Failure to meet this condition will result in the T3 BSAs automatically lapsing.
• **Beneficial Ownership Limitation**: Pre-Funded Warrants have a limitation preventing exercise if it results in beneficial ownership exceeding 4.99% of the Issuer's Ordinary Shares, which can be increased to 19.99% (or 24.99% of voting rights) with 61 days' prior notice.
• **Regulatory Approval Risk (French FDI Regime)**: Increasing the Beneficial Ownership Limitation above 9.99% of the voting rights requires approval from the French Ministry of Economy.

Future Outlook

The future exercisability of the T3 BSAs, which are part of the recently acquired PFW-BSAs, is contingent upon Inventiva S.A. releasing topline data from its NATiV3 trial by June 15, 2027, indicating that a key primary or secondary endpoint has been met. If this condition is not fulfilled, the T3 BSAs will automatically lapse. The reporting persons may also dispose of or acquire additional shares of the Issuer depending on market conditions and their continuing evaluation of the business and prospects of Inventiva S.A.

Management Comments

• None of the Reporting Persons has any present plans which relate to or would result in an extraordinary corporate transaction, changes in the board or management, material changes in capitalization or dividend policy, or other material changes to the Issuer's business or corporate structure, beyond the stated investment purposes.

Industry Context

This filing reflects a continued investment by a major venture capital firm in a biotechnology company, which is a common strategy in the life sciences sector where significant capital is often required for research, development, and clinical trials. The structure of the investment, involving warrants contingent on clinical trial success, aligns with the high-risk, high-reward nature of pharmaceutical development, where investor returns are often tied to specific clinical milestones.

Management Changes

Legal Proceedings

• None of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending 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 five years prior to the date hereof.

Related Party Transactions

• The document details the purchase of PFW-BSAs by NEA 17 and Growth Equity Opportunities 18 VGE, LLC from Inventiva S.A. These entities are related parties due to their significant investment and control relationships as detailed in Item 2 and 5 of the filing.
• The T2 Subscription Agreements govern the terms and conditions of this transaction.

Stakeholder Impact

• **Shareholders**: The capital raise could dilute existing shareholders, but also provides crucial funding for the company's operations and potential future growth. The contingent nature of T3 BSAs ties future dilution to specific clinical success.
• **Company (Inventiva S.A.)**: Receives a significant capital infusion of approximately (euro)24.8 million, which is vital to support its ongoing operations and clinical development, particularly the NATiV3 trial.
• **Investors (NEA Group)**: Increases their stake and potential future upside in Inventiva S.A., with a portion of the investment's value tied directly to the success of a key clinical trial.

Next Steps

• The T3 BSAs are exercisable upon the 'T3 Triggering Event,' which is the release of topline data from the NATiV3 trial meeting a key primary or secondary endpoint by June 15, 2027.
• The exercise of T3 BSAs must take place no later than July 30, 2027, if the triggering event occurs.
• Reporting Persons may dispose of or acquire additional shares depending on market conditions and their evaluation of the Issuer's business and prospects.

Key Dates

Keywords

Inventiva S.A., New Enterprise Associates, NEA, Schedule 13D/A, Beneficial Ownership, Equity Financing, Warrants, Pre-Funded Warrants, T3 BSAs, NATiV3 trial, Biotechnology Investment, Venture Capital, SEC Filing