8-K
DBV Technologies S.A. (DBVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
January 7, 2021
Date of Report (Date of earliest event reported)
DBVTechnologies S.A.
(Exact name of registrant as specified in its charter)
| France | 001-36697 | Not applicable |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 177-181 avenue Pierre Brossolette92120 Montrouge France | Not Applicable | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +33 1 55 42 78 78
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br> |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, nominal value €0.10 per share | n/a | The Nasdaq Stock Market LLC* |
| American Depositary Shares, each representing one- half of one ordinary share, nominal value €0.10 per share | DBVT | The Nasdaq Stock Market LLC |
| * | Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq<br>Stock Market LLC. | |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events |
|---|
As of June 30, 2020, the last business day of its second fiscal quarter, DBV Technologies S.A. (the “Company”) determined that it no longer qualifies as a foreign private issuer. As a result, as of January 1, 2021, the Company is required to, among other things, (i) file periodic reports and registration statements on U.S. domestic issuer forms with the Securities and Exchange Commission and (ii) comply with U.S. proxy requirements with respect to solicitation materials, including those relating to the Company’s 2021 annual meeting of shareholders.
On January 7, 2021, the Company filed a press release announcing both the change in its U.S. reporting status and that the process implementing its previously announced global restructuring plan in France has been approved. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated January 7, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 7, 2021 | DBV TECHNOLOGIES S.A. | |
|---|---|---|
| By: | /s/ Sébastien Robitaille | |
| Name: | Sébastien Robitaille | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
| Press Release<br><br><br>Montrouge, France, January 7, 2021 |
|---|
DBV Technologies Announces Change in U.S. Reporting Status and Final Approval of Global Restructuring Process
DBV Technologies S.A. (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical company, today announced that it has determined that it now qualifies as a U.S. domestic issuer rather than a foreign private issuer in the United States.
As of January 1, 2021, DBV Technologies is subject to U.S. Securities and Exchange Commission (SEC) and other rules and regulations applicable to U.S. domestic issuers, in addition to applicable French and EU regulations. DBV will be required to file with the SEC periodic reports (including current reports on Form 8-K and quarterly reports on Form 10-Q) and registration statements on U.S. domestic issuer forms. Pursuant to SEC rules, the Company will prepare its consolidated financial statements in accordance with generally accepted accounting principles in the United States (US GAAP). Additionally, the Company will continue to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, for release in France and the European Union. Beginning January 1, 2021, the Company’s consolidated financial information filed with the SEC and with the Autorité des marchés financiers (AMF) (including in the Company’s Universal Registration Document) will be reported in US dollars.
Today, the Company also announced that the process implementing the Employment Safeguard Plan in France has been approved. DBV initiated this global restructuring plan in June 2020 to provide operational latitude to progress the clinical development and regulatory review of investigational Viaskin^™^ Peanut in the United States and European Union. The full implementation of the restructuring plan will result in a reduction of more than 200 jobs, resulting in a remaining global team of 90 individuals dedicated to the pursuit of innovation and scientific development of novel therapies. DBV expects all head-count reductions to be completed by the end of the first quarter of 2021. DBV will retain its core expertise in clinical development, patch engineering and manufacturing, U.S. and EU market insights, and EPIT biology.
| Press Release |
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“This approval represents a significant milestone for DBV,” said Daniel Tasse, Chief Executive Officer. “We believe our restructuring efforts will yield a leaner organization, enable us to achieve greater financial flexibility, and allow us to best position ourselves as we navigate the late stages of clinical development. Iwould like to thank all of our DBV colleagues, past and present, who have contributed to the advancement of epicutaneous immunotherapy and to celebrate the talented team that will propel us forward. This is a team of individuals who embody ourcorporate values of collaboration, curiosity, courage, and credibility.”
As a result of the ongoing global restructuring, DBV has been able to simplify business processes across the Company’s global operations. DBV Technologies expects continued deceleration in its average monthly cash burn through the second half of 2021. DBV Technologies expects full implementation of the organization-wide cost reduction measures to be completed by the second half of 2021, at which point DBV forecasts it will have reduced its average monthly cash burn by 40-50% as compared to the first half of 2020. Based on current assumptions regarding the progress of its regulatory dossier and in light of the final approval of the plan, DBV expects these cost-reduction efforts to significantly extend the Company’s cash runway to the second half of 2022.
About DBV Technologies
DBV Technologies is developing Viaskin^™^, an investigational proprietary technology platform with broad potential applications in immunotherapy. Viaskin is based on epicutaneous immunotherapy, or EPIT^™^, DBV’s method of delivering biologically active compounds to the immune system through intact skin. With this new class of non-invasive product candidates, the Company is dedicated to safely transforming the care of food allergic patients. DBV’s food allergies programs include ongoing clinical trials of Viaskin Peanut. DBV Technologies has global headquarters in Montrouge, France and offices in Bagneux, France, and North American operations in Summit, NJ and New York, NY. The Company’s ordinary shares are traded on segment B of Euronext Paris (Ticker: DBV, ISIN code: FR0010417345), and the Company’s ADSs (each representing one-half of one ordinary share) are traded on the Nasdaq Global Select Market (Ticker: DBVT).
| Press Release |
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Forward Looking Statements
This press release may contain forward-looking statements and estimates, including statements regarding the implementation of the Company’s global restructuring plan, the potential benefits of the proposed restructuring of the Company’s business and the Company’s ability to realize those benefits, potential cost savings, the Company’s forecast of its cash runway and reduced monthly cash burn, the preparation of new and additional financial statements, and anticipated future filings with U.S., E.U., and French securities regulators. These forward-looking statements and estimates are not promises or guarantees and involve substantial risks and uncertainties. At this stage, the products of the Company have not been authorized for sale in any country. Among the factors that could cause actual results to differ materially from those described or projected herein include uncertainties associated generally with research and development, clinical trials and related regulatory reviews and approvals, including the impact of the COVID-19 pandemic, the Company’s ability to successfully execute on its restructuring plans, the Company’s ability to prepare financial statements in accordance with US GAAP, and risks related to the regulatory and compliance burden associated with reporting as a U.S. domestic issuer. Furthermore, the timing of any action by any regulatory entity cannot be guaranteed, particularly in light of the COVID-19 pandemic. A further list and description of risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements in this press release can be found in the Company’s regulatory filings with the French AMF, the Company’s SEC filings and reports, including in the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, and future filings and reports by the Company. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. Other than as required by applicable law, DBV Technologies undertakes no obligation to update or revise the information contained in this press release.
| Press Release |
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Investor Relations Contact
Anne Pollak
- 1 (857) 529-2363
anne.pollak@dbv-technologies.com
Media Contact
Angela Marcucci
+1 (646) 842-2393
angela.marcucci@dbv-technologies.com