Biotechnology Value Fund amends Inventiva S.A. filing

TL;DR

BVF Partners updated their 13D on Inventiva S.A. - ownership change incoming.

AI Summary

Biotechnology Value Fund L.P. filed an amendment (No. 3) to its Schedule 13D on October 21, 2024, regarding its holdings in Inventiva S.A. The filing indicates a change in the beneficial ownership of Inventiva S.A. ordinary shares, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in significant shareholder positions, which could influence Inventiva S.A.'s stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate strategic shifts or potential market impact, warranting close monitoring.

Key Players & Entities

• Biotechnology Value Fund L.P. (company) — Filing entity
• Inventiva S.A. (company) — Subject company
• JAMES KRATKY (person) — Authorized contact for BVF Partners

FAQ

Key Financial Figures

• $26,042,201 — owned directly by BVF is approximately $26,042,201, including brokerage commissions. The a
• $6,244,319 — owned directly by BVF is approximately $6,244,319, including brokerage commissions. The a
• $19,101,307 — owned directly by BVF2 is approximately $19,101,307, including brokerage commissions. The a
• $3,149,991 — owned directly by BVF2 is approximately $3,149,991, including brokerage commissions. The a
• $2,484,759 — tly by Trading Fund OS is approximately $2,484,759, including brokerage commissions. The a
• $311 — tly by Trading Fund OS is approximately $311, including brokerage commissions. The a
• $1,090,300 — rtners Managed Account is approximately $1,090,300, including brokerage commissions. The
• $5,804,726 — owned directly by BVF is approximately $5,804,726. The aggregate purchase price of the 3,
• $5,316,436 — owned directly by BVF2 is approximately $5,316,436. The aggregate purchase price of the 47
• $687,749 — tly by Trading Fund OS is approximately $687,749. The aggregate purchase price of the 14
• $211,130 — rtners Managed Account is approximately $211,130. Item 4. Purpose of Transaction . It

Filing Documents

• sc13da307422iva_10212024.htm (SC 13D/A) — 287KB
• 0000921895-24-002331.txt ( ) — 288KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by BVF, BVF2 and Trading Fund OS were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions, except as otherwise noted. The aggregate purchase price of the 4,179,458 Shares owned directly by BVF is approximately $26,042,201, including brokerage commissions. The aggregate purchase price of the 451,003 ADSs owned directly by BVF is approximately $6,244,319, including brokerage commissions. The aggregate purchase price of the 3,086,864 Shares owned directly by BVF2 is approximately $19,101,307, including brokerage commissions. The aggregate purchase price of the 234,997 ADSs owned directly by BVF2 is approximately $3,149,991, including brokerage commissions. The aggregate purchase price of the 397,046 Shares owned directly by Trading Fund OS is approximately $2,484,759, including brokerage commissions. The aggregate purchase price of the 40 ADSs owned directly by Trading Fund OS is approximately $311, including brokerage commissions. The aggregate purchase price of the 196,091 Shares held in the Partners Managed Account is approximately $1,090,300, including brokerage commissions. The aggregate purchase price of the 3,974,936 T1 BSAs (as defined in Item 6) owned directly by BVF is approximately $5,804,726. The aggregate purchase price of the 3,640,567 T1 BSAs owned directly by BVF2 is approximately $5,316,436. The aggregate purchase price of the 470,954 T1 BSAs owned directly by Trading Fund OS is approximately $687,749. The aggregate purchase price of the 144,577 T1 BSAs held in the Partners Managed Account is approximately $211,130.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: In connection with the Multi-Tranche Transaction (defined and described in Item 6), the Reporting Persons obtained certain rights to representation on the board of directors of the Issuer (the “Board”) and agreed to certain voting commitments and other undertakings, as described in further detail in Item 6.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) and (c) are hereby amended and restated to read as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based on 87,077,695 Shares outstanding, which is the total number of Shares outstanding as reported in Exhibit 99.4 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on October 15, 2024. As of the date hereof, the Reporting Persons and the Partners Managed Account held an aggregate of 8,231,034 T1 BSAs, exercisable into an aggregate of 8,231,034 Shares. As of the date hereof, the T1 BSA Beneficial Ownership Limitation (as defined in Item 6) prohibits the exercise of all of the T1 BSAs held by the Reporting Persons and the Partners Managed Account. 12 CUSIP No. 46124U107 As of the date hereof, (i) BVF beneficially owned 4,630,461 Shares, including 451,003 Shares underlying ADSs and excluding 3,974,936 Shares issuable upon the exercise of T1 BSAs held by it, representing percentage ownership of approximately 5.3% of the Shares outstanding, (ii) BVF2 beneficially owned 3,321,861 Shares, including 234,997 Shares underlying ADSs and excluding 3,640,567 Shares issuable upon the exercise of T1 BSAs held by it, representing percentage ownership of approximately 3.8% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 397,086 Shares, including 40 Shares underlying ADSs and excluding 470,954 Shares issuable upon the exercise of T1 BSAs held by it, representing percentage ownership of less than 1% of the Shares outstanding, and (iv) 196,091 Shares were held in the Partners Managed Account, excluding 144,577 Shares issuable upon the exercise of certain T1 BSAs, representing percentage ownership of less than 1% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,630,461 Shares beneficially owned by BVF, representing percentage ownership

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On October 11, 2024, the Issuer entered into subscription agreements (the “T1 Subscription Agreements”) with certain investors (the “Investors”), including the Reporting Persons, pursuant to which the Issuer agreed to issue and sell to such Investors Shares, or in lieu thereof, pre-funded warrants to purchase Shares, as part of a multi-tranche private placement (the “Multi-Tranche Transaction”). 13 CUSIP No. 46124U107 The Multi-Tranche Transaction consists of the following: The issuance of an aggregate of 34,600,507 Shares (the “T1 Shares”) and 35,399,481 pre-funded warrants to purchase an aggregate of 35,399,481 Shares at an exercise price of €0.01 per new Share (the “T1 BSAs” and together with the T1 Shares, the “T1 Securities”), for aggregate gross proceeds of €94.1 million, subject to satisfaction of customary closing conditions. The subscription price for the T1 Shares is €1.35 per Share (the “T1 Share Subscription Price”), and the subscription price of each T1 BSA is €1.34 per Share (the “T1 BSA Subscription Price”), representing the T1 Share Subscription Price less the nominal value per Share of €0.01. This initial tranche of the Multi-Tranche Transaction closed on October 17, 2024. In connection with the closing of this initial tranche, BVF, BVF2, Trading Fund OS and Partners (on behalf of the Partners Managed Account) purchased 3,974,936 T1 BSAs, 3,640,567 T1 BSAs, 470,954 T1 BSAs and 144,577 T1 BSAs, respectively. The T1 BSAs provide that a holder of T1 BSAs shall not have the right to exercise any portion of its T1 BSAs if, after giving effect to such issuance after exercise, such holder, together with its Attribution Parties (as defined in the T1 Subscription Agreement), would beneficially own (as calculated in accordance with Section 13(d) of the Exchange Act or with respect to t

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby

Item 7 is hereby amended to add the following exhibits: 99.1 Form of T1 Subscription Agreement (incorporated by reference to Exhibit 99.1 of the Issuer’s Form 6-K, filed with the SEC on October 15, 2024). 99.2 Form of T2 Subscription Agreement (incorporated by reference to Exhibit 99.2 of the Issuer’s Form 6-K, filed with the SEC on October 15, 2024). 16 CUSIP No. 46124U107

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated:October 21, 2024 BIOTECHNOLOGY VALUE FUND, L.P. BIOTECHNOLOGY VALUE TRADING FUND OS LP By: BVF I GP LLC, its general partner By: BVF Partners L.P., its investment manager By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF I GP LLC BVF GP HOLDINGS LLC By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert Chief Executive Officer BIOTECHNOLOGY VALUE FUND II, L.P. BVF PARTNERS L.P. By: BVF II GP LLC, its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF II GP LLC BVF INC. By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF PARTNERS OS LTD. /s/ Mark N. Lampert By: BVF Partners L.P., its sole member MARK N. LAMPERT By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert President 17

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