SCHEDULE: Samsara Funds Boost Inventiva Stake to 7.4% After $20M ADS Buy

Samsara BioCapital and Opportunity Funds, along with Dr. Srinivas Akkaraju, increased their beneficial ownership in Inventiva S.A. to 7.4% following a $20 million American Depositary Share purchase.

Summary

• Samsara Opportunity Fund purchased 5,194,805 American Depositary Shares (ADS) of Inventiva S.A. at $3.85 per ADS on November 17, 2025, totaling $20.0 million.
• The aggregate purchase price was funded by capital contributions from the general and limited partners of Samsara Opportunity Fund.
• As of November 17, 2025, Samsara BioCapital, L.P. beneficially owns 8,345,389 Ordinary Shares, representing 4.5% of the class.
• Samsara Opportunity Fund, L.P. beneficially owns 5,194,805 Ordinary Shares, representing 2.8% of the class.
• Dr. Srinivas Akkaraju, as managing member of the general partners for both funds, beneficially owns an aggregate of 13,540,194 Ordinary Shares, representing 7.4% of the class.
• The beneficial ownership percentages are based on 183,956,467 Ordinary Shares outstanding as of November 17, 2025, following the November 2025 Offering.
• Samsara LP also holds 4,324,894 Pre-funded Warrants and 6,637,037 Performance Warrants, but these are not currently exercisable due to beneficial ownership blockers (4.99%) and a 'Triggering Milestone' (NATiV3 trial data by June 15, 2027), respectively.
• Dr. Akkaraju and other executive officers and directors of Inventiva S.A. are subject to a 90-day lock-up agreement from November 13, 2025, restricting the sale or transfer of securities.

Sentiment

Score: 7

Explanation: The significant new investment by Samsara Opportunity Fund and the increased aggregate beneficial ownership by Dr. Akkaraju are positive indicators of investor confidence. However, the non-exercisable status of a large number of warrants due to specific conditions and prior sales by Samsara LP (albeit for specific reasons) introduce some complexity, preventing a higher score.

Positives

• A significant investment of $20 million by Samsara Opportunity Fund in Inventiva S.A.'s public offering demonstrates confidence from a specialized venture capital firm.
• The increased beneficial ownership by Dr. Srinivas Akkaraju and the Samsara entities to 7.4% signals a strong, continued commitment to the company.

Negatives

• Samsara LP sold a total of 137,584 Ordinary Shares in open market transactions between October 21 and October 23, 2025, at weighted-average prices ranging from $3.06 to $3.27 per share, although these sales were for redeeming limited partners.
• A substantial number of Pre-funded Warrants (4,324,894) and Performance Warrants (6,637,037) held by Samsara LP are currently not exercisable due to beneficial ownership limitations and a specific clinical trial data milestone, respectively, limiting immediate upside from these holdings.

Risks

• The exercise of 4,324,894 Pre-funded Warrants is restricted by a beneficial ownership blocker, preventing exercise if it would result in ownership exceeding 4.99% of outstanding Ordinary Shares.
• The exercise of 6,637,037 Performance Warrants is contingent on Inventiva S.A. releasing topline data announcing that any key primary or secondary endpoint of its NATiV3 trial has been met by June 15, 2027, introducing clinical trial risk.
• A 90-day lock-up agreement for Dr. Akkaraju and other insiders, effective from November 13, 2025, restricts their ability to sell or transfer shares, which could impact market liquidity for a period.

Future Outlook

The future outlook for the Performance Warrants held by Samsara LP is tied to the success of Inventiva S.A.'s NATiV3 trial, with a 'Triggering Milestone' requiring the release of positive topline data by June 15, 2027, for their exercisability. The 90-day lock-up period for insiders will expire around mid-February 2026.

Management Comments

• Dr. Srinivas Akkaraju serves as the Managing Member of Samsara BioCapital GP, LLC (general partner of Samsara LP) and Samsara Opportunity Fund GP, LLC (general partner of Samsara Opportunity Fund), possessing power to direct the voting and disposition of securities held by these funds.

Industry Context

This filing reflects an investment decision by a venture capital firm specializing in the life sciences sector, indicating continued interest in Inventiva S.A., a biotechnology company. The investment in a public offering and the holding of performance-based warrants are common strategies for venture capital funds in the biotech industry, often tied to clinical development milestones.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Samsara LP sold 137,584 Ordinary Shares in open market transactions between October 21-23, 2025. These shares were held for the exclusive benefit of limited partners who had redeemed their interests in Samsara LP, and neither Samsara GP nor Dr. Akkaraju had any economic interest in these specific transactions.

Stakeholder Impact

• Shareholders: The increased stake by a prominent venture capital firm could be viewed positively, signaling confidence. The lock-up agreement may provide short-term price stability. Future exercise of warrants could lead to dilution.
• Company (Inventiva S.A.): The public offering provided capital, and the continued investment by Samsara entities reinforces investor backing.
• Employees/Management: Dr. Akkaraju's continued involvement and the lock-up agreement align management's interests with long-term shareholder value.

Next Steps

• Inventiva S.A. needs to achieve the 'Triggering Milestone' for its NATiV3 trial by June 15, 2027, for Samsara LP's Performance Warrants to become exercisable.
• The 90-day lock-up period for Dr. Akkaraju and other insiders will expire, allowing for potential future transactions in Inventiva S.A. securities.

Key Dates

Keywords

Inventiva S.A., Samsara BioCapital, Schedule 13D, beneficial ownership, public offering, American Depositary Shares, warrants, biotechnology, pharmaceutical, venture capital