SCHEDULE: Samsara BioCapital Takes 5.9% Stake in Inventiva S.A.

Samsara BioCapital and its affiliates have acquired a 5.9% beneficial ownership in Inventiva S.A. through a multi-tranche private placement, with Dr. Srinivas Akkaraju joining the board.

Summary

• Samsara BioCapital, L.P., Samsara BioCapital GP, LLC, and Dr. Srinivas Akkaraju (Reporting Persons) collectively beneficially own 8,161,942 Ordinary Shares of Inventiva S.A., representing 5.9% of the class.
• This ownership stems from a multi-tranche private placement (the "Transaction") where Inventiva S.A. issued Ordinary Shares and Pre-funded Warrants.
• Samsara LP invested a total of $19,866,184.13 across three closings: Initial Closing (October 17, 2024), Second Closing (December 13, 2024), and Third Closing (May 7, 2025).
• The subscription price for the securities was €1.35 per share or warrant.
• Holdings include 8,161,942 Ordinary Shares, 4,645,925 Pre-funded Warrants, and 6,637,037 Performance Warrants (exercisable for up to 5,973,333 Ordinary Shares).
• Warrants are subject to beneficial ownership blockers (4.99% limit) and a triggering milestone for Performance Warrants (NATiV3 trial data by June 15, 2027).
• Dr. Srinivas Akkaraju, Managing Member of Samsara GP, was appointed to Inventiva S.A.'s Board of Directors on December 11, 2024.
• Samsara LP sold 466,206 Ordinary Shares between October 3, 2025, and October 10, 2025, at weighted-average prices ranging from $4.07 to $5.34 per share, for the benefit of redeeming limited partners.

Sentiment

Score: 6

Explanation: The significant investment and board representation by a specialized biotech investor are positive indicators of confidence. However, the restrictions on warrant exercise and the recent share sales (even if for specific reasons) introduce some caution.

Positives

• Samsara BioCapital, a venture capital firm, has made a significant investment of nearly $20 million in Inventiva S.A., indicating confidence in the company's prospects.
• Dr. Srinivas Akkaraju, a key figure from Samsara BioCapital, has joined Inventiva S.A.'s Board of Directors, providing strategic oversight and alignment of interests.
• The investment is stated to be for increasing the value of both the investments and the Issuer.

Negatives

• Warrants held by Samsara LP are currently not exercisable due to beneficial ownership blockers (4.99% limit) and a specific clinical trial milestone for Performance Warrants.
• Samsara LP recently sold 466,206 Ordinary Shares in open market transactions between October 3, 2025, and October 10, 2025, although these sales were attributed to redeeming limited partners.

Risks

• The exercise of Pre-funded Warrants is restricted by a beneficial ownership blocker, preventing Samsara LP from owning more than 4.99% of outstanding Ordinary Shares upon exercise.
• Performance Warrants are only exercisable upon the occurrence of a specified triggering event: the Issuer's release of topline data announcing that any key primary or secondary endpoint of its NATiV3 trial has been met no later than June 15, 2027. Failure to meet this milestone or deadline would prevent their exercise.
• Future purchases or disposals of securities by the Reporting Persons could impact the market for Inventiva S.A.'s shares.

Future Outlook

The Reporting Persons may purchase additional securities or dispose of existing holdings in the future, depending on their evaluation of Inventiva S.A.'s business, market conditions, and other factors. Dr. Akkaraju's position on the Board of Directors allows for influence over the Issuer's corporate activities.

Management Comments

• The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer.

Industry Context

This filing reflects a strategic investment by a specialized biotechnology venture capital firm, Samsara BioCapital, into Inventiva S.A., a company likely involved in clinical development given the mention of the NATiV3 trial. Such investments often involve significant capital infusion through private placements and board representation to guide the company's strategic direction and clinical progress, which is typical in the high-risk, high-reward biotech sector.

Management Changes

Corporate Governance

Related Party Transactions

• Dr. Srinivas Akkaraju, as Managing Member of Samsara GP (a Reporting Person), was appointed to the Board of Directors of Inventiva S.A.
• Dr. Akkaraju may receive equity awards as compensation for his role as a non-employee director.

Stakeholder Impact

• Shareholders: Experience dilution from the private placement but gain a significant institutional investor and board representation, potentially leading to enhanced strategic guidance. The future value of warrants is tied to clinical trial success.
• Employees: Indirect impact from potential strategic shifts or increased focus on clinical development driven by new board member.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Monitoring the progress and results of Inventiva S.A.'s NATiV3 clinical trial, with topline data expected by June 15, 2027.
• Potential future purchases or disposals of Inventiva S.A. securities by the Reporting Persons.
• Dr. Akkaraju's participation and influence on Inventiva S.A.'s corporate activities as a board member.

Key Dates

Recommendation

The substantial investment by Samsara BioCapital and the appointment of Dr. Akkaraju to the board are positive signals of investor confidence and potential strategic guidance. However, the beneficial ownership blockers and the critical clinical trial milestone for warrant exercisability introduce significant uncertainty. The recent sales by Samsara LP, even if for specific internal reasons, could be viewed cautiously by the market. Investors should hold their position and closely monitor the progress of the NATiV3 trial and the company's overall performance.

Keywords

Inventiva S.A., Samsara BioCapital, Schedule 13D, Private Placement, Biotechnology, Warrants, Beneficial Ownership, Board of Directors, NATiV3, Clinical Trials