DBV Technologies S.A 10-K/A, filed Apr 28, 2025
DBV Technologies S.A. (DBVT)
About this 10-K/A
DBV Technologies S.A filed this 10-K/A on April 28, 2025, covering the fiscal year ended December 31, 2024.
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $113.92M
- up 56.7% from net income of $72.71M a year earlier
Table of Contents
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation organization) |
(I.R.S. Employer Identification No.) | |
Not applicable | ||
(Address of principal executive offices) |
(ZipCode) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| ☐ | Emerging growth company | |||||
Table of Contents
DBV Technologies S.A.
Form 10-K/A
Table of Contents
| Page | ||||
| Part III | 1 | |||
| Item 10. Directors, Executive Officers and Corporate Governance |
1 | |||
| 14 | ||||
| 21 | ||||
| 25 | ||||
| Item 13. Certain Relationships and Related Transactions and Director Independence |
27 | |||
| 31 | ||||
| Part IV | 33 | |||
| 33 | ||||
| 34 | ||||
| 37 | ||||
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
Our business affairs are managed under the direction of our Board of Directors, which is currently composed of ten members. Nine of our directors are independent within the meaning of the listing standards of Nasdaq.
The following table sets forth the names, ages as of April 25, 2025, and certain other information for each of the nominees for director and each of the members of our Board of Directors:
| Name | Age |
Position | ||
| Executive Officers | ||||
| Daniel Tassé | 65 | Chief Executive Officer and Director | ||
| Virginie Boucinha | 55 | Chief Financial Officer | ||
| Dr. Pharis Mohideen | 60 | Chief Medical Officer | ||
| Directors | ||||
| Timothy E. Morris (1) (4) | 63 | Director | ||
| Daniel B. Soland (2) | 67 | Director | ||
| Michel de Rosen (2) (3) | 74 | Non-Executive Chairman of the Board | ||
| Maïlys Ferrère (3) | 62 | Director | ||
| Michael J. Goller (3) (6) | 50 | Director | ||
| Daniele Guyot-Caparros (1) (2) | 66 | Director | ||
| Ravi M. Rao (3) | 57 | Director | ||
| Adora Ndu (1) | 44 | Director | ||
| Julie O’Neill (2) (5) | 59 | Director | ||
| (1) | Member of our audit committee (the “Audit Committee”) |
| (2) | Member of our compensation committee (the “Compensation Committee”) |
| (3) | Member of our nominating and governance committee (the “Nominating Committee”). |
| (4) | Chair of our Audit Committee |
| (5) | Chair of our Compensation Committee |
| (6) | Chair of our Nominating Committee |
Executive Officers:
Daniel Tassé has served as Chief Executive Officer since November 2018 and as a member of our Board of Directors since March 2019. Mr. Tassé has served on the board of directors of Regenxbio Inc., a U.S. publicly traded biotechnology company, since 2016 and currently is Chair of Regenxbio Inc.’s compensation committee. From 2014 to 2021, Mr. Tassé served on the board of directors of Indivior plc, a British (London Stock Exchange) publicly traded specialty pharmaceutical company. While on the board of Indivior, Mr. Tasse served as Lead Independent Director, Interim Chair and Chair of the Audit Committee. From 2018 to 2019, Mr. Tassé served on the board of directors of HLS Therapeutics, a Canadian publicly traded pharmaceutical company. From 2014 to 2019, Mr. Tassé served on the board of directors of Bellerophon Therapeutics, Inc., a U.S. publicly traded biotherapeutics company. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a U.S. pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., a U.S. company that develops drugs and devices for critically ill patients. In April 2015, Ikaria, Inc. was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. Mr. Tasse is fluent in French and English. The Board of Directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives.
1
Table of Contents
Virginie Boucinha has served as our Chief Financial Officer since November 2023. She oversees Finance and Information Systems at the Group level and is a member of the Executive Committee. She previously served as Head of Group Performance at Pierre Fabre, a pharmaceutical company, from February 2022 until August 2023. From 1991 to July 2021, Ms. Boucinha worked at Sanofi, a global healthcare and pharmaceutical company, in Finance where she held various positions in Industrial Affairs and Commercial Operations Controlling, Corporate Audit, Corporate Treasury, as well as Chief Financial Officer (Morocco, India & South East Asia). She complemented her Finance experience taking several operational roles in Commercial Operations in Sales, Marketing, and Business Excellence and led several strategic projects. She spent most of her career on international assignments and abroad. Ms. Boucinha received her Masters from the Paris School of Business.
Dr. Pharis Mohideen has served as our Chief Medical Officer since July 2019 and is responsible for continuing development efforts of our pipeline and bringing potentially innovative new treatments to patients, if approved. Dr. Mohideen is a member of our Executive Committee. Prior to joining us, from October 2014 to July 2019, Dr. Mohideen served as Chief Medical Officer for Millendo Therapeutics, Inc., a U.S. publicly traded biopharmaceutical company prior to its merger with Tempest Therapeutics, Inc. From June 2012 to October 2014, he served as Vice President of Clinical Development at Shionogi Inc., a Japanese publicly traded pharmaceutical company. Dr. Mohideen received his M.D., M.S. in human physiology and B.A. in biology from the University of Hawaii, as well as his M.S. in clinical investigation from Vanderbilt University.
Directors:
Timothy E. Morris has served as a member of our Board of Directors since March 2021. Mr. Morris served as Chief Financial Officer of Opthea Limited from October 2022 to October 2023. Previously he served as Chief Operating Officer and Chief Financial Officer of Humanigen, Inc, a publicly traded U.S. biopharmaceutical company, since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc., a publicly traded U.S. biopharmaceutical company, from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc., a publicly traded U.S. specialty pharmaceutical company, from March 2014 to June 2017. Mr. Morris serves on the board of directors of Aquestive Therapeutics, Inc. (NASDAQ: AQST), Univercells SA, a Belgian biomanufacturing company, and Humanetics Corporation, a U.S. pharmaceutical company, and he previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris is the sole member of Aacolade Pharma LLC. Mr. Morris previously served on the board of directors of PAION Inc., a subsidiary of PAION AG, a German publicly traded specialty pharmaceutical company. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The Board of Directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the Board of Directors.
Daniel B. Soland has served as a member of our Board of Directors since March 2015. Mr. Soland previously served as Senior Vice President and Chief Operating Officer of Idera Pharmaceuticals, Inc., a publicly traded U.S. biopharmaceutical company until October 2022. Mr. Soland also previously served as Senior Vice President and Chief Operating Officer of ViroPharma Incorporated from March 2008 to December 2014, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, and currently serves on the board of directors of Acadia Pharmaceuticals Inc., a publicly traded U.S. biopharmaceutical company. He previously served on the board of directors of Kalvista Pharmaceuticals, Inc., a publicly traded U.S. pharmaceutical company. In addition to his role at ViroPharma Incorporated, where he helped build the organizational and commercial infrastructure that resulted in an 11-fold increase in ViroPharma Incorporated’s share price during his tenure, Mr. Soland previously served as President of Chiron Vaccines, a pharmaceutical company, from 2005 to 2006 and helped engineer a turnaround that contributed to Chiron’s acquisition by Novartis. Prior to then, he served as President and Chief Executive Officer of EpiGenesis Pharmaceuticals. At GlaxoSmithKline Biologicals, a subsidiary of GlaxoSmithKline plc, a British global healthcare company, Mr. Soland served as Vice President and Director, Worldwide Marketing Operations from 1993 to 2002. Earlier in his career, Mr. Soland held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. He holds a B.S. in Pharmacy from the University of Iowa. The Board of Directors believes that Mr. Soland’s extensive executive and management experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions, allow him to make valuable contributions to the Board of Directors.
2
Table of Contents
Michel de Rosen has served as a member of our Board of Directors since May 2018 and as Non-Executive Chairman of our Board of Directors since March 2019. Mr. de Rosen also serves on the board of directors of Forvia, a publicly traded French global automotive supplier, and previously served on the board of Pharnext SA, a publicly traded French biopharmaceutical company until 2022. Mr. de Rosen previously served on the board of directors of Idorsia Pharmaceuticals Ltd., a publicly traded Swiss biopharmaceutical company, from 2020 to 2021. Mr. de Rosen served as Chairman and Chief Executive Officer of Eutelsat, a publicly traded French satellite operator, from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé, a French chemical and pharmaceutical company, from 1993 to 1999. He has also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration. The Board of Directors believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives.
Maïlys Ferrère has served as a member of our Board of Directors since June 2016 and previously served as a non-voting observer of our Board of Directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. Ms. Ferrère serves as chief executive officer of Cornovum S.A. (holding company). Ms. Ferrère served on the board of directors of Sequans Communications S.A., a publicly traded French designer, developer and supplier of cellular semiconductor solutions from June 2017 and June 2023. Ms. Ferrère served on the board of directors of Innate Pharma S.A., a French global oncology-focused biotech company, from 2017 to 2021. Ms. Ferrère served on the board of directors of Valneva S.A., a publicly traded French biotech company, from 2016 to 2019 and then again since May 2022. She graduated from Institut d’Etudes Politiques Paris and began her career with the General Internal Audit of Société Générale before working for multiple French banks in the equity capital markets origination department. The Board of Directors believes that Ms. Ferrère’s experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the Board of Directors.
Michael J. Goller has served as a member of our Board of Directors since October 2015. Mr. Goller is a Partner at Baker Bros. Advisor LP. Prior to joining Baker Brothers in 2005, Mr. Goller was an Associate at JPMorgan Partners, LLC where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co. from 1997 to 1999. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Master’s in both Biotechnology (School of Engineered Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania. He serves on the boards of DBV Technologies S.A., BeiGene, Ltd., and Terremoto Biosciences, Inc. The Board of Directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the Board of Directors.
Daniele Guyot-Caparros has served as a member of our Board of Directors since October 2022. Ms. Guyot-Caparros has thorough experience in the fields of finance and operations. She began her career at PricewaterhouseCoopers (PwC), a multinational professional services and audit firm, as an auditor, also acquiring extensive experience in corporate finance with a focus on the chemical and pharmaceutical industries. In 1992, she joined the financial department of the Rhône-Poulenc-Rorer group, a French chemical and pharmaceutical company (which became Aventis and then Sanofi), within which she held important international responsibilities (CFO R&D worldwide, CFO Europe, Head of the Pharmaceutical Operations plan). She also developed expertise in business development and optimization of product portfolios. In 2008, she became Senior Advisor for Deloitte Conseil in France, a multinational professional services and audit firm, in order to support the development of the pharmaceutical industry and the health sector. To this end, she has performed numerous missions with a wide variety of clients (large and medium-sized pharma, biotech/medtech companies, scientific foundations, etc.) with a focus on issues of business transformation, governance and M&A. Ms. Guyot-Caparros has held independent director responsibilities in several biotechs/medtechs. From 2015 to 2017, she was a member of the supervisory
3
Table of Contents
board and the audit committee of Diaxonhit, a publicly traded French biotechnology company (which became Eurobio Scientific-listed on Euronext Growth). She chaired the audit committee of Supersonic Imagine, a French biotechnology company, until its takeover by the US Ho-logic group, a U.S. medical technology company, in 2019. Finally, from 2013 to June 2023, she was on the board of directors of ONXEO, a clinical-stage biotechnology company, (listed on Euronext, OMS Copenhagen and then Euronext Growth), where she chaired the audit committee and the board from May 2019 to July 2021. Ms. Guyot-Caparros joined the board of directors of Valneva SE (listed on NASDSAQ and Euronext Partis) for a three-year term from June 2024 to June 2027. Since October 2024, Ms. Guyot-Caparros is also the chair of the audit committee of Valneva SE. Ms. Guyot-Caparros is a graduate of ICN (Institut Commercial de Nancy) specializing in finance/accounting and also has a higher accounting degree. She also holds an independent director certificate issued by IFA-Sciences-Po. The Board of Directors believes that Ms. Guyot-Caparros’ profound experience in corporate finance allows her to make valuable contributions to the Board of Directors.
Ravi M. Rao has served as a member of our Board of Directors since May 2021. Dr. Rao also serves as the Chief Medical Officer at Sitryx Therapeutics (since 2022) and is a Venture Partner at SV Health Investors. He previously served as Chief Medical Officer at Oxford Biomedica from March 2022 to November 2023, and Head of R&D at Swedish Orphan Biovitrum AB, a global biopharmaceutical specialty company, from August 2020 to January 2022. From October 2019 to August 2020, Dr. Rao served as Chief Medical Officer of Aeglea Biotherapeutics Inc., a U.S. publicly traded clinical-stage company developing enzyme therapies for rare metabolic disease. Prior to that, from 2012 to October 2019, Dr. Rao was a Vice President at GlaxoSmithKline plc, a publicly traded British multinational pharmaceutical company. Dr. Rao received a Bachelor of Arts with Honors from the University of Cambridge, Gonville and Caius College, an MB.BCHir from the University of Cambridge, a MRCP from the Royal College of Physicians, London, a CCST in Rheumatology from the General Medical Council, and a Ph.D. from Imperial College London. Dr. Rao was appointed as a director of Autolus Therapeutics PLC (listed on NASDAQ Global Select Market: AUTL) on April 1, 2024, and is also a member of the research and development committee. The Board of Directors believes that Dr. Rao’s experience in clinical development and medical affairs allows him to make valuable contributions to the Board of Directors.
Adora Ndu has served as a member of our Board of Directors since May 2021. Dr. Ndu has served at BridgeBio Pharma Inc., a publicly traded U.S. biotechnology company, since January 2022, and is currently the Chief Regulatory Officer and Executive Vice President of Portfolio Strategy & Management. From January 2021 to January 2022, Dr. Ndu served as the Group Vice President and Head of Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. (“BioMarin”), a publicly traded U.S. biotechnology company. She previously served in positions of increasing responsibility at BioMarin, as the Vice President, Regulatory Affairs, Policy, Research, Engagement & International from August 2019 to January 2021, Executive Director from September 2017 to July 2019 and Senior Director from February 2017 to September 2019. Prior to joining BioMarin, Dr. Ndu served in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu has served as an adjunct lecturer with the Johns Hopkins University Masters in Biotechnology Enterprise and Entrepreneurship program since 2019. Dr. Ndu received a Doctor of Pharmacy from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. Dr Ndu serves on the Board of Directors for Acadia Pharmaceuticals. The Board of Directors believes that Dr. Ndu’s extensive experience in the biopharmaceutical industry allows her to make valuable contributions to the Board of Directors.
Julie O’Neill has served as a member of our Board of Directors since June 2017. From January 2015 to September 2018, Ms. O’Neill served as the Executive Vice President, Global Operations for Alexion Pharmaceuticals Inc. (“Alexion”), a U.S. pharmaceutical subsidiary of AstraZeneca. From 2014 to 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading, a subsidiary of Alexion. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., a U.S. publicly traded biopharmaceutical company, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead Sciences, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals, Inc., an Irish pharmaceutical company. She is a member of the boards of the National Institute for Bioprocessing Research & Training, ICON plc, an Irish publicly traded clinical research organization, Hookipa Pharma Inc., a U.S. publicly traded biotechnology company, and Advancion Sciences (formerly Angus Chemical Company), a U.S. global
4
Table of Contents
specialty and fine chemical company. From January 2019 to October 2019, Ms. O’Neill was engaged by us to serve as a consultant to support CMC activities, including our BLA resubmission for Viaskin Peanut. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin Smurfit School of Business. The Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters allow her to make valuable contributions to the Board of Directors.
There are no family relationships between or among any of our directors. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.
5
Table of Contents
Corporate Governance
Director Independence and Independence Determinations
As required under the Nasdaq listing standards, a majority of the members of a listed company’s Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined all of our directors, other than Mr. Tassé, are independent directors within the meaning of the applicable Nasdaq listing standards. In accordance with the Nasdaq Listing Rules, a director shall be considered independent if she/he does not have any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, in accordance with Nasdaq Listing Rules, to be considered independent, a director shall not be subject to any of the mandatory bars to independence set forth in Rule 5605(a) of the Nasdaq Listing Rules. However,
6
Table of Contents
pursuant to French law requirements (Middlenext Governance Code), only Michel de Rosen, Daniele Guyot-Caparros, Timothy E. Morris, Adora Ndu, Julie O’Neill, Daniel B. Soland and Ravi M. Rao are considered to be “independent directors.” In making such determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining the director’s independence, including the number of Ordinary Shares beneficially owned by the director and his or her affiliated entities (if any).
Director Nomination Process and Qualifications
We currently have ten directors, half of whom are citizens or residents of the United States. Under French law and our by-laws, our Board of Directors must be composed of between three and eighteen members. Within this limit, the number of directors is determined by our shareholders. Since January 1, 2017, the number of directors of each gender may not be less than 40%. Any appointment made in violation of this limit that is not remedied will be null and void. Directors are elected, re-elected and may be removed at a shareholders’ general meeting with a simple majority vote of our shareholders.
Pursuant to our by-laws, the term of a director is three years, subject to a lesser period which could either be one or two year(s) for the purpose of a staggered board. In accordance with French law, our by-laws also provide that our directors may be removed with or without cause by the affirmative vote of the holders of at least a majority of the votes of the shareholders present, represented by a proxy or voting by mail at the relevant ordinary shareholders’ meeting, and that any vacancy on our Board of Directors resulting from the death or resignation of a director, provided there are at least three directors remaining, may be filled by vote of a majority of our directors then in office provided that there has been no shareholders meeting since such death or resignation. Directors chosen or appointed to fill a vacancy shall be elected by the Board of Directors for the remaining duration of the current term of the replaced director. The appointment must then be ratified at the next shareholders’ general meeting. In the event the Board of Directors would be composed of less than three directors as a result of a vacancy, the remaining directors shall immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the Board of Directors, in accordance with French law.
We believe that the structure of our Board of Directors and its committees provides strong overall governance of our Company. The Chairman of our Board of Directors monitors the content, quality and timeliness of information sent to our Board of Directors and is available for consultation with our Board of Directors regarding the oversight of our business affairs. Mr. de Rosen has served as Chairman of the Board of Directors since March 4, 2019. He is an independent director under the listing standards of Nasdaq. Our Board of Directors believes that, given his perspective and experience in matters of the board and his ability to liaise between our non-independent directors and our independent directors, Mr. de Rosen’s service as our chairman is appropriate and is in the best interests of our Board of Directors, our Company and our shareholders.
Board Leadership Structure
Our Board maintains the flexibility to determine whether the roles of Chair and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chair, would not result in better governance or oversight.
At this time, our Board is led by Michel de Rosen, an independent, non-executive Chair. Our Board believes that it is in the best interest of the Company and its shareholders for Michel de Rosen to continue to serve as Chair of the Board. Michel de Rosen possesses significant knowledge and experience in our industry and a deep understanding of our strategic objectives, all of which will continue to benefit the Company during the year ahead. The Company believes that separation of the positions of the Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Chair creates an environment that is more conducive to the Board’s objective evaluation and oversight of management’s performance, increasing management accountability, and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its shareholders, including with respect to evaluating whether the steps taken by management to manage risks are appropriate for the Company. Michel
7
Table of Contents
de Rosen’s responsibility is to ensure that our Board functions properly and to work with our Chief Executive Officer to set the Board’s agenda. Accordingly, he has substantial ability to shape the work of the Board. We expect the Chair to facilitate communications among our directors and between the Board and senior management. While Michel de Rosen provides independent leadership, he also works closely with our Chief Executive Officer to ensure that our directors receive the information that they need to perform their responsibilities, including discussing and providing critical review of the matters that come before the Board and assessing management’s performance. As a result, we believe that such separation can enhance the effectiveness of our Board as a whole. We believe that the leadership structure of our Board is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our shareholders.
Board Meetings and Committees
During our fiscal year ended December 31, 2024, the Board of Directors held 22 meetings (including regularly scheduled, special meetings and written consultations), and each director attended at least (i) 94% of the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) 100% of the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served as required under the charter of our Board of Directors.
We encourage, but do not require, members of our Board of Directors to attend our Annual General Meetings of shareholders. All of our directors attended the General Meeting of May 16, 2024. Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The composition and functioning of all of our committees comply with all applicable requirements of the French Commercial Code, the Middlenext Code, the Exchange Act, and Nasdaq and SEC rules and regulations. In accordance with French law, committees of our Board of Directors only have an advisory role on matters requiring approval of the Board of Directors under French law and can only make recommendations to our Board of Directors on such matters. As a result, decisions are made by our Board of Directors taking into account non-binding recommendations of the relevant board committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors.
Role of the Board in Risk Oversight
Our Board of Directors is primarily responsible for the oversight of our risk management activities and has delegated to the Audit Committee the responsibility to assist our board in this task. While our board oversees our risk management, our management is responsible for day-to-day risk management processes, including, without limitation, management of cybersecurity, data privacy, and information technology risks and procedures. Our Board of Directors expects our management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Board of Directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face.
Board of Directors and Audit Committee Cybersecurity Oversight
Cybersecurity management is an important focus of our Board of Directors and the Audit Committee. As part of its oversight of risk management, the Audit Committee is briefed regularly by our Chief Financial Officer regarding cybersecurity and information technology risks, controls, and procedures, including the Company’s plans to mitigate cybersecurity and business continuity risks and respond to data breaches and other cybersecurity incidents and any cybersecurity issue that could affect the adequacy and effectiveness of the Company’s internal controls. From time to time, the Audit Committee may receive updates on efforts regarding data loss prevention, regulatory compliance, data privacy, threat and vulnerability management, cyber-crisis management, or other topics, as applicable. The Audit Committee reports such updates to the Board of Directors, as appropriate.
8
Table of Contents
Board and Committee Meetings and Attendance
Board Committees
The Board of Directors has established an Audit Committee, a Nominating and Governance Committee and a Compensation Committee, each of which operate pursuant to a written charter adopted by our Board of Directors that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. The composition and functioning of all of our committees complies with all applicable requirements of the French Commercial Code, the Middlenext Code, the Exchange Act, Nasdaq, and SEC rules and regulations.
Subject to the following paragraph concerning the Audit Committee, in accordance with French law, committees of our Board of Directors only have an advisory role on matters requiring approval of the Board of Directors under French law and can only make recommendations to our Board of Directors on such matters. As a result, decisions are made by our Board of Directors taking into account non-binding recommendations of the relevant board committee.
| Name | Audit | Compensation | Nominating and Governance | |||
| Daniel Tassé |
||||||
| Michel de Rosen |
X | X | ||||
| Maïlys Ferrère |
X | |||||
| Michael J. Goller |
Chair | |||||
| Timothy E. Morris |
Chair | |||||
| Adora Ndu |
X | |||||
| Julie O’Neill |
Chair | |||||
| Daniel B. Soland |
X | |||||
| Ravi M. Rao |
X | |||||
| Daniele Guyot-Caparros |
X | X |
Below is a description of each committee of the Board.
Audit Committee. In accordance with French law, the Audit Committee has the following responsibilities: (i) it monitors the process of preparing the Company’s financial information and, where appropriate, makes recommendations to ensure its integrity, (ii) it monitors the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence, (iii) it issues a recommendations on the statutory auditors to be proposed for appointment at the general meeting, (iv) it monitors implementation by the statutory auditors of their mission, (v) it ensures that the statutory auditors comply with independence criteria, (vi) it approves the provision of services other than the auditing of accounts referred to in Article L.822-11-2 of the French Commercial Code, and (vii) it reports regularly to the Board on the performance of its tasks. It also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information, and the role it played in that process. It immediately informs the Board about any difficulties encountered.
The Audit Committee is composed entirely of independent directors in accordance with applicable law, including the Middlenext Code and Nasdaq Listing Rules. All members of the Audit Committee shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, at least one (1) of the directors who is independent must qualify as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K under the U.S. Securities Act of 1933, as amended, and shall be a member of the Audit Committee as described below. A person who satisfies the definition of “audit committee financial expert” will also be presumed to have financial sophistication. In order to comply with article L.823-19 of the French Commercial Code, such person shall also have an outstanding knowledge in the field of finance, accounting and audit of accounts (“compétences particulières en matière financière, comptable ou de contrôle légal des comptes”).
Mr. Morris, Ms. Ndu, and Ms. Guyot-Caparros currently serve on our Audit Committee. Mr. Morris is the chairperson of our Audit Committee since October 3, 2022. Our board has determined that each of Mr. Morris, Ms. Ndu, and Ms. Guyot-Caparros is independent within the meaning of the applicable listing rules and the independence requirements contemplated by Rule 10A-3 under the Exchange Act. Our Board of Directors has further determined that Mr. Morris is an “audit committee financial expert” as defined by SEC rules and regulations and that Mr. Morris qualifies as financially sophisticated under the applicable exchange listing rules.
9
Table of Contents
Our Audit Committee has the following responsibilities:
| • | monitoring the process of preparing the financial information and, where appropriate, make recommendations to ensure its integrity; |
| • | monitoring the efficiency of risk management and internal control systems, as well as that of internal audits if applicable, with regard to the preparation and processing of financial and accounting information, without prejudice to its independence; |
| • | issuing a recommendation on the statutory auditors to be proposed for appointment at the general meeting. This recommendation to our Board of Directors is prepared in accordance with the provisions of Article 16 of (EU) Regulation no. 537/2014; it also issues a recommendation to this body when the renewal of the mandate of the auditor(s) is considered. Except for renewal, the recommendation must be justified and contain at least two choices while stating a reasoned preference. This recommendation is prepared following a selection procedure led by our Audit Committee. The recommendations and preferences of our Audit Committee are presented at our general meeting held to determine the appointment of the statutory auditor; |
| • | monitoring implementation by the statutory auditors of their mission and taking account of any findings and conclusions made by the French High Council of Statutory Auditors following controls carried out pursuant to Articles L. 821-9 et seq. of the French Commercial Code; |
| • | ensuring that the statutory auditors comply with independence criteria; where applicable, our Audit Committee takes the required measures for application of the provisions relating to financial independence set out in Article 4 section 3 of (EU) Regulation no. 537/2014 and ensures compliance with the conditions specified in Article 6 of the same regulation; |
| • | approving the provision of services other than the auditing of accounts referred to in Article L. 822-11-2 of the French Commercial Code; |
| • | regularly reporting to our Board of Directors on the performance of its tasks. Our Audit Committee also reports on the outcome of the accounts auditing task, how this task contributed to the integrity of the financial information and the role it played in that process. Our Audit Committee immediately informs our Board of Directors about any difficulties encountered; and |
| • | reviewing and discussing the oversight of cybersecurity and data privacy matters. |
In addition to the functions referred to above, our Board of Directors entrusts the following specific missions to our Audit Committee:
With regard to our financial statements:
| • | to examine and verify our draft budgets and draft annual and interim financial statements before they are sent to the Board of Directors; |
| • | to examine the draft comments, announcements and financial communication concerning our financial statements; and |
| • | to provide a timely opinion to our administrative and financial management upon the latter’s request. |
10
Table of Contents
With regard to our cash flow:
| • | to examine and verify our general cash flow policy (investments and loans, risk hedging tools) and our cash flow situation. |
With regard to risk management:
| • | to establish and oversee procedures for the treatment of complaints or submissions identifying concerns regarding accounting, internal accounting controls or auditing matters; |
| • | to examine the state of significant disputes; |
| • | to examine off-balance sheet risks and commitments; |
| • | to examine the relevance of risk monitoring procedures; and |
| • | to review and oversee all related-party transactions in accordance with our Person Transaction Policy. In addition, the Audit Committee’s mission is to provide its opinion on the repayment of the costs incurred by the members of the Board of Directors on our behalf and to prepare mapping of the legal risks of any kind to which we are exposed. |
Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Audit Committee is available in the Corporate Governance section of our website at https://www.dbv-technologies.com. During our fiscal year ended December 31, 2024, our Audit Committee held 7 meetings.
Nasdaq rules require that the Audit Committee have the specific Audit Committee responsibilities and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which requires, among other things, that the Audit Committee have direct responsibility for the appointment, determination of compensation, retention and oversight of our auditors. However, Rule 10A-3 provides that if the laws of a company’s home country prohibit the full board of directors from delegating such responsibilities to the Audit Committee, the Audit Committee’s powers with respect to such matters may instead be advisory. As indicated above, under French law, our Audit Committee may only have an advisory role on matters requiring approval of the Board of Directors under French law and can only make recommendations to our Board of Directors on such matters. Moreover, Rule 10A-3 also provides that its Audit Committee requirements do not conflict with any laws of a company’s home country that require shareholder approval of such matters. Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we have two statutory auditors.
Our shareholders renewed Deloitte & Associés S.A, as our independent registered public accounting firm, at the 2023 Annual General Meeting, for a term of six years ending on the date of the 2029 Annual General Meeting, and KPMG S.A,. as our other independent registered public accounting firms, at the 2020 Annual General Meeting for a term of six years ending on the date of the 2026 Annual General Meeting.
KPMG S.A. and Deloitte & Associés will remain our statutory auditors for purposes of complying with legal requirements and consistent with the six-year term.
Compensation Committee. Our Compensation Committee assists our Board of Directors in reviewing and making recommendations to our Board of Directors with respect to the compensation of our executive officers and directors. Mr. de Rosen, Ms. O’Neill, Mr. Soland, and Ms. Guyot-Caparros currently serve on the Compensation Committee. Ms. O’Neill is the chairperson of our Compensation Committee. The principal duties and responsibilities of our Compensation Committee include:
| • | proposing all elements of the total compensation, including retirement and provident plans, supplemental retirement plans, benefits in kind, and miscellaneous equity compensation for our executive officers and executive committee members; |
11
Table of Contents
| • | being informed by the company on a regular basis of the recruitment of the principal members of the management of the company other than the Chief Executive Officer, as well as review of the initial offer of and all subsequent changes to the elements of management’s proposed compensation; |
| • | providing its opinion on the company’s broad strategy in terms of compensation policies; |
| • | as applicable, proposing directors’ compensation to be submitted to the general shareholders’ meeting, as well as their appropriate distribution among board members; |
| • | providing its opinion on the principles set by us with regard to profit sharing and shareholding; and |
| • | providing its opinion on funds allocated to board members elected by the employees, if applicable. |
Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Compensation Committee is available on the Corporate Governance section of our website at https://www.dbv-technologies.com. During our fiscal year ended December 31, 2024, our Compensation Committee held 7 meetings.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.
Nominating and Governance Committee. The principal responsibilities of our Nominating and Governance committee (the “Nominating Committee”) include (i) preparing proposals for the renewal, replacement or appointment of new directors, in consultation with the Chairman of our Board of Directors, (ii) providing an opinion, with the support of the Chairman of our Board of Directors, on the appointment or replacement of the Chief Executive Officer and/or the Executive Vice Presidents, as the case may be, as well as the members of the Executive Committee and (iii) establishing, when appropriate, with the agreement of the Chairman of our Board of Directors, a succession plan for executive corporate officers. Ms. Ferrère, Mr. Goller, Mr. Rao, and Mr. de Rosen currently serve on the Nominating Committee. Mr. Goller is the chairperson of our Nominating Committee.
Our Nominating Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our Nominating Committee is available on the Corporate Governance section of our website at https://www.dbv-technologies.com. During our fiscal year ended December 31, 2024, our Nominating Committee held 1 meeting.
Considerations in Evaluating Director Nominees
As set out in the charter of the Board of Directors, the Nominating Committee works with the Board of Directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the Board of Directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. The Nominating Committee evaluates each individual in the context of the membership of the Board of Directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company and other relevant qualifications and characteristics.
12
Table of Contents
Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director.
Code of Ethics and Business Conduct
We have adopted a Code of Ethics and Business Conduct applicable to all of our directors, officers and employees. The Code of Ethics and Business Conduct is available on the Corporate Governance section of our website at https://www.dbv-technologies.com. We expect that in the event of any amendments to this code or any waivers of its requirements to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.
Communications with the Board
Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate. Any such communication is promptly distributed to the director or directors named therein unless such communication is considered, either presumptively or in the reasonable judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient or recipients. Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that raise grievances that are personal to the sender, communications that relate to the pricing of the Company’s products or services, communications that do not relate directly or indirectly to the Company and communications that are frivolous in nature.
Executive Sessions
Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.
Shareholder Communication with the Board
Generally, shareholders who have questions or concerns should contact our Investor Relations department at +1 857-529-2563 or investors@dbv-technologies.com. Any shareholders who wish to address questions directly with our Board of Directors, should direct his or her questions in writing to the Chairman of our Board of Directors at the above-mentioned email address.
Communications will be distributed to our Board of Directors, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of our Board of Directors may be excluded, such as:
| • | junk mail and mass mailings; |
| • | resumes and other forms of job inquiries; |
| • | surveys; and |
| • | solicitations or advertisements. |
In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.
13
Table of Contents
Name and Principal Position |
Year |
Salary $ |
Bonus $ |
Stock Awards (1) $ |
Option Awards (1) ($) |
Non-Equity Incentive Plan Compensation $ |
All Other Compensation $ |
Total $ |
||||||||||||||||||||||||
Daniel Tassé |
2024 | 600,000 | 348,000 | — | 488,126 | — | 36,020 | (5) | 1,472,146 | |||||||||||||||||||||||
Chief Executive Officer and Director |
2023 | 600,000 | 636,000 | — | 1,084,802 | — | 119,703 | (6) | 2,440,486 | |||||||||||||||||||||||
Virginie Boucinha (2) |
2024 | 319,308 | 85,119 | 10,165 | 43,858 | — | — | 458,450 | ||||||||||||||||||||||||
Chief Financial Officer |
2023 | 49,539 | (3) | — | 33,693 | 151,398 | (4) | — | — | 234,630 | ||||||||||||||||||||||
Pharis Mohideen |
2024 | 567,787 | 150,804 | 18,724 | 83,447 | — | — | 820,762 | ||||||||||||||||||||||||
Chief Medical Officer |
2023 | 540,750 | 222,356 | 62,067 | 288,058 | — | 166,293 | (7) | 1,279,518 | |||||||||||||||||||||||
| (1) | The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 12 of our Annual Report on Form 10-K as filed with the SEC on April 11, 2025. |
| (2) | Amounts relating to base salary in 2023 and 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0813 and €1.00 = $1.0824, which represents the average exchange rate for the year ended December 31, 2023 and December 31, 2024 respectively. Amounts relating to the bonus in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.08637, which represents the ECB fixing exchange rate on March 13, 2024 (date of approval by the Board meeting of this compensation). |
| (3) | Ms. Boucinha joined the Company on November 6, 2023. While her base salary is €295,000 ($318,983, based on the average exchange rate of €1.00 = $1.0813 for the year ended December 31, 2023), she only received a total of $49,539 for the duration of her employment in 2023. She did not receive any bonus for 2023. |
| (4) | This value was previously reported as $151,395 due to administrative error. |
| (5) | Includes $36,020 in tax gross-up payments or reimbursements. |
| (6) | Includes $50,750 in Company contributions to benefit plans, $37,457 in life insurance premiums, $30,512 in tax gross-up payments or reimbursements, and $984 in commuting expenses. |
| (7) | Includes $45,643 in Company contributions to benefit plans, $38,897 in life insurance premiums, and $81,753 in commuting expenses. |
Option Awards (1) |
Stock Awards(1) |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Option exercise price (2) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested (3) |
|||||||||||||||||||||
Daniel Tassé |
11/29/18 | 350,000 | (4) | — | 30.02 | € | 11/29/28 | — | — | |||||||||||||||||||
| 05/24/19 | 150,000 | (4) | — | 16.99 | € | 05/24/29 | — | — | ||||||||||||||||||||
| 11/24/20 | 274,000 | — | 4.16 | € | 11/24/30 | — | — | |||||||||||||||||||||
| 11/22/21 | 205,000 | 68,500 | 5.87 | € | 11/22/31 | — | — | |||||||||||||||||||||
| 11/21/22 | 382,193 | 382,193 | 3.00 | € | 11/21/32 | — | — | |||||||||||||||||||||
| 11/20/23 | 202,418 | 607,254 | 2.00 | € | 11/20/33 | — | — | |||||||||||||||||||||
| 12/04/24 | 813,200 | 0.85 | € | 12/04/34 | — | — | ||||||||||||||||||||||
Virginie Boucinha |
11/20/23 | 28,250 | 84,750 | 2.00 | € | 11/20/33 | 14,250 | $ | 9,326.7 | |||||||||||||||||||
| 11/21/24 | — | 113,000 | 0.71 | € | 11/21/34 | 19,000 | $ | 12,435.6 | ||||||||||||||||||||
Pharis Mohideen |
07/22/19 | — | 75,000 | (4) | 17.90 | € | 07/22/29 | — | — | |||||||||||||||||||
| 11/24/20 | 95,400 | — | 4.16 | € | 11/24/30 | — | — | |||||||||||||||||||||
| 11/22/21 | 71,550 | 23,850 | 5.87 | € | 11/22/31 | 2,177 | $ | 1424.9 | ||||||||||||||||||||
| 07/29/22 | 62,500 | 37,500 | 4.72 | € | 07/29/32 | 3,750 | $ | 2454.4 | ||||||||||||||||||||
| 11/21/22 | 57,500 | 57,500 | 3.00 | € | 11/21/32 | 8,750 | $ | — | ||||||||||||||||||||
| 11/20/23 | 53,750 | 161,250 | 2.00 | € | 11/20/33 | 26,250 | $ | 17,180.8 | ||||||||||||||||||||
| 11/21/24 | 215,000 | 0.71 | € | 11/21/34 | 35,000 | $ | 22,907.7 | |||||||||||||||||||||
| (1) | The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each option holder’s continued service through each such vesting date. As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vested each year. |
| (2) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |
| (3) | Determined by reference to €0.63, the closing price per Ordinary Share on Euronext Paris on December 31, 2024, and an applicable exchange rate of €1.00 = $1.0389, which represents the exchange rate as of December 31, 2024. |
| (4) | The vesting of these options is not similar to the vesting described in footnote (1), but subject to the achievement of clinical development-related performance conditions. |
| • | Base salary, pegged to local compensation market |
| • | Annual incentive, paid in cash, subject to Company and individual achievement against annual corporate objectives |
| • | Long-term incentive, using a mix of restricted share units and stock options |
| • | Benefits, aligned with local market practices |
| • | Talent management and development programs and opportunities, supporting our talent’s professional development |
| • | attract, retain and motivate superior executive talent; |
| • | provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; |
| • | align our executives’ interests with those of our stockholders; |
| • | link pay to company performance; and |
| • | offer pay opportunities that are competitive with the biopharmaceutical market in which we compete in order to recruit and retain top talent, while maintaining reasonable cost and dilution to our shareholders. |
| • | Base salary (fixed cash) |
| • | Base salary reflects level of expertise and competencies. It is aligned and competitive with local and country standards. Salary increases are managed annually, based on merit budget envelopes. Merit increase aims at rewarding our employees for the execution of their mission, specified in their job description. |
| • | Annual Incentive |
| • | All employees are eligible for an annual incentive plan rewarding personal contribution towards Company and individual goals, as well as how they are delivered. As such, our annual performance management process encompasses assessment of behavioral competencies tied to our 4C’s. Targets are expressed in percentage of based salary and benchmarked with industry local market practices and peers. |
| • | For 2024, the Board of Directors, on the recommendation of the Compensation Committee, determined that our company had achieved 58% of the corporate objectives established by the Board. |
| • | Long-term incentives (at-risk equity) |
| • | Value in the biotechnology industry is often created over a few years. We seek to align employee’s compensation with long term company value creation. We believe that our ability to grant equity awards is a credible and effective compensation tool. |
| • | Equity incentives aim at attracting and retaining talent at all levels of the organization by providing an extra layer of incentives to employees and promoting our growth as a collective achievement. |
| • | Includes a mix of Stock-Options (“SOs”) and RSUs in line with market practice in some comparable US peer companies. The size of the award is a percentage of the capital share outstanding (CSO) which may vary depending on where the role is based. |
| • | Annual equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity among executives and market data provided by our independent compensation consultant. |
| • | We focus on time-vesting awards. Time based vesting allows for retention that is aligned to the biotechnology industry’s longer time horizon for value creation and is competitive with market practices. Further, our focus on time-vesting awards allows us to most optimally allocate our resources by enabling us to shift resources towards the most promising opportunities for shareholder value creation. |
| • | Fixed compensation |
| • | Annual variable compensation |
| Criteria | Description | |||
Qualitative |
72% | Execution of clinical studies and preparation of BLA files, Preparation of BLA module 3 in 1–3-year-olds, pipeline development, advancing preclinical programs | ||
Quantitative |
28% | Strengthen corporate capabilities, keep operating costs under control | ||
Total |
100% |
| • | Exceptional Compensation |
| • | Long-term compensation |
| • | Benefits of any kind |
| • | Welcome bonus |
| • | Commitments made by the Company in the event of termination of the Chief Executive Officer’s term of office |
Commitments made by the company |
Main characteristics |
Criteria for award |
Termination Conditions | |||
Severance indemnity |
On December 12, 2018, the Board decided, in accordance with the recommendations of the Compensation Committee and in accordance with Article L.225-42-1 This commitment was approved by the Shareholders’ Meeting of May 24, 2019, in its fifth ordinary resolution. |
Severance package will therefore be paid to the Chief Executive Officer if all the following criteria are met: • Viaskin Peanut approved on a major market; • Construction of an EPIT pipeline with three trials in progress; • 6 months’ cash flow as determined by the expenses of the last quarter prior to the date on which he leaves his post. Compliance with these performance conditions will be established by the Board prior to any payment. |
In the event of termination without cause or for good reason outside of a change of control, the severance benefits get paid out over 12 months. In the event of termination without cause or for good in connection with a change of control, those same amounts get paid in a lump sum. |
| • | Claw back policy |
| • | Completeness: each company is free to determine the components of executive directors’ compensation. Disclosure of executive directors’ compensation to shareholders must be exhaustive: fixed portion, variable portion (bonus), stock options, free shares, compensation for “Board member” duties, exceptional compensation, retirement conditions and special benefits, other... In the case of variable compensation, the assessment of performance takes into account quantitative criteria—financial and non-financial—as well as qualitative criteria; |
| • | Balance between remuneration components: each component of remuneration must be justified and in the company’s interest; |
| • | Benchmark: as far as possible, remuneration should be assessed in the context of a business line and the reference market, and be proportionate to the Company’s situation, while taking care to avoid inflationary effects; |
| • | Consistency: the remuneration of executive directors must be consistent with that of the company’s other directors and employees; |
| • | Rules must be simple and transparent. The performance criteria used to establish the variable portion of compensation or, where applicable, for the granting of stock options or free shares, must be linked to the company’s performance, correspond to its objectives, be demanding, explainable and, as far as possible, sustainable. They must be detailed, without however calling into question the confidentiality that may be justified for certain elements; |
| • | Measure: the determination of remuneration and the granting of stock options or free shares must strike a fair balance, taking into account the company’s general interest, market practices and the performance of senior executives; |
| • | Transparency: in accordance with the law, companies whose shares are listed on a regulated market must publish all the components of executive compensation in their corporate governance report. In the case of variable compensation, the weighting of the various criteria is communicated to shareholders. |
• |
Fixed compensation |
• |
Compensation at the end of the mandate |
• |
Compensation paid in respect of Board Member duties |
| • | each Board member, with the exception of the Chairman of the Board and the Chief Executive Officer, is entitled to receive 100,000 euros. |
| • | the Chairman of the Audit Committee is entitled to receive an additional compensation of 20,000 euros. |
| • | the Chairman of the Compensation Committee is entitled to receive an additional compensation of 10,000 euros. |
| • | the Chairman of the Nominating and Governance Committee is entitled to receive an additional compensation of 10,000 euros. |
| (b) | For attendance at least 90% of the meetings of the Board of Directors and the Committees scheduled during the year: the director will be entitled to 100% of the amounts referred to above; |
| (c) | For attendance at less than 90% of the meetings of the Board of Directors and the Committees scheduled during the financial year: the compensation is calculated on a pro rata basis according to the actual attendance of the Director concerned. |
• |
Long-term compensation |
• |
Benefits of any kind |
• |
Compensation for exceptional missions |
• |
Services agreements |
Year |
Summary Compensation Table Total for PEO(1) |
Compensation Actually Paid to PEO(2) |
Average Summary Compensation Table Total for Non-PEO NEOs(3) |
Average Compensation Actually Paid to Non-PEO NEOs(4) |
Value of Initial Fixed $100 Investment Based Shareholder Return |
Net Income |
||||||||||||||||||
2024 |
$ | $ | ($ |
) | $ | $ | $ | ($ | ) | |||||||||||||||
2023(5) |
$ | $ | $ | $ | $ | ($ | ) | |||||||||||||||||
2022 |
$ | $ | $ | $ | $ | ($ | ) | |||||||||||||||||
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for |
| (2) | The dollar amounts reported in this column represent the amount of CAP to Daniel Tasse, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Tasse during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments summarized in the table below were made to Daniel Tasse’s total compensation for each year to determine the compensation actually paid: |
Year |
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
Fair Value as of the Prior Fiscal Year End Of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Year |
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
Total Equity Award Adjustments |
|||||||||||||||||||||
2024 |
$ | ($ | ) | $ | ($ | ) | $ | $ | ($ | ) | ||||||||||||||||||
2023 |
$ | ($ | ) | $ | ($ | ) | $ | $ | ($ | ) | ||||||||||||||||||
2022 |
$ | ($ | ) | $ | ($ | ) | $ | $ | $ | |||||||||||||||||||
| (3) |
| (4) | “The dollar amounts reported in column (d) represent the average amount of CAP to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the CAP: |
Year |
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year |
Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
Fair Value as of the Prior Fiscal Year End Of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Year |
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation |
Total Equity Award Adjustments |
|||||||||||||||||||||
2024 |
$ | ($ | ) | $ | ($ | ) | $ | $ | ($ | ) | ||||||||||||||||||
2023 |
$ | ($ | ) | $ | ($ | ) | ($ | ) | $ | ($ | ) | |||||||||||||||||
2022 |
$ | ($ | ) | $ | ($ | ) | $ | $ | $ | |||||||||||||||||||
| (5) | As noted above in the Summary Compensation Table, the value of the 2023 Option Awards paid to our Chief Financial Officer, Virginie Boucinha, was updated from $151,395 to $151,398 due to administrative error in the amount reported last year. The 2023 values reflected here have been updated accordingly. |
Table of Contents
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
Shares Authorized for Delivery under Equity Compensation Plans—
The following table provides information about our Ordinary Shares that may be issued (or transferred) under our equity compensation plans at December 31, 2024:
| Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights (1) |
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a) |
|||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by Security holders: |
||||||||||||
| Non-Employee Warrants (BSA) |
244,693 | € | 24.08 | — | ||||||||
| Stock options (OSA) |
2,496,803 | € | 33.99 | 4,633,062 | ||||||||
| Restricted Stock Units |
2,883,082 | N/A | 876,250 | |||||||||
| Equity compensation plans not approved by security holders: |
||||||||||||
| None |
||||||||||||
| (1) | Exercise prices, grant date share fair values and fair value per equity instruments are provided in Euros, as the Company is incorporated in France and the Euro is the currency used for the grants. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of Ordinary Shares as of April 15, 2025 for:
| • | each beneficial owner of more than 5% of our Ordinary Shares; |
| • | each of our named executive officers and directors; and |
| • | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares subject to options, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 15, 2025, are considered outstanding. These Ordinary Shares, however, are not included in the computation percentage ownership of any other person. Applicable percentage ownership is based on 136,948,872 Ordinary Shares outstanding plus 34,248,941 shares exercisable upon exercise of warrants and pre-funded warrants as of June 14, 2025.
Unless otherwise indicated, the address for each of the shareholders listed in the table below is c/o DBV Technologies S.A., 107 avenue de la République 92320 Châtillon, France.
25
Table of Contents
| Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
|||||||
| 5% Shareholders |
||||||||
| Entities affiliated with Baker Bros. Advisors LP (1) |
23,468,163 | 17.14 | % | |||||
| Entities affiliated with Bpifrance Participations SAS (2) |
13,990,026 | 9.99 | % | |||||
| Vivo Opportunities Fund Holdings, L.P. (3) |
14,681,043 | 9.99 | % | |||||
| Suvretta Capital Management, LLC (4) |
15,176,304 | 9.99 | % | |||||
| Entities affiliated with VR Advisor, LLC (5) |
9,654,655 | 7.03 | % | |||||
| Citadel Advisors LLC (6) |
9,158,677 | 6.41 | % | |||||
| Named Executive Officers, Directors and Director Nominees |
||||||||
| Daniel Tassé (7) |
1,361,693 | * | ||||||
| Virginie Boucinha(8) |
34,500 | * | ||||||
| Pharis Mohideen (9) |
441,533 | * | ||||||
| Michel de Rosen (10) |
39,407 | * | ||||||
| Maïlys Ferrère |
— | — | ||||||
| Michael J. Goller (11) |
21,500 | |||||||
| Daniele Guyot-Caparros |
— | — | ||||||
| Timothy E. Morris (12) |
18,837 | * | ||||||
| Adora Ndu (13) |
8,662 | * | ||||||
| Julie O’Neill (14) |
16,000 | * | ||||||
| Ravi M. Rao (15) |
6,837 | * | ||||||
| Daniel B. Soland (16) |
48,337 | * | ||||||
| All current directors and current executive officers as a group (12 persons) (17) |
1,997,306 | 1.44 | % | |||||
| * | Represents beneficial ownership of less than 1% of our outstanding Ordinary Shares. |
| (1) | Based in part on information provided in the Schedule 13D/A filed by Baker Bros. Advisors LP on March 27, 2025 and other information provided to the Issuer. Consists of (a) 2,185,234 ordinary shares held by 667, L.P. (“667”) and (b) 21,282,929 ordinary shares held by Baker Brothers Life Sciences, L.P (“Baker Life Sciences”). In addition, (a) 667 has 3,683,008 shares issuable upon the exercise of immediately exercisable pre-funded warrants (b) Baker Life Sciences has 36,738,219 shares issuable upon the exercise of immediately exercisable pre-funded warrants (“Warrants”). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the “Beneficial Ownership Limitation”), and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting no shares issuable upon exercise of the Warrants. As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.’s right to receive an allocation of a portion of the profits from 667. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, (“Life Sciences”, and together with 667, the “Funds”), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.’s right to receive an allocation of a portion of the profits from Life Sciences. Baker Bros. Advisors LP (the “Adviser”) serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the “Adviser GP”) is the Adviser’s sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein. Michael Goller, a full-time employee of the Adviser currently serves on DBV’s Board of directors as a representative of the Funds. The policy of the Funds and the Adviser does not permit full-time employees of the Adviser to receive compensation for serving as directors of any issuer, and the Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants. Michael Goller has no voting or dispositive power and no pecuniary interest in the Baker Bros. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Funds are instead entitled to the pecuniary interest in the Baker Bros. Warrants held by Michael Goller. The Adviser has voting and investment power over the Baker Bros. Warrants held by Michael Goller. The address for each of these entities is 860 Washington Street, 3rd Floor, New York, New York 10014. |
| (2) | Based in part, on information provided in Schedule 13D/A filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“BpiP”), (ii) Innobio FPCI, a fonds professionnel de capital investissement (“Innobio”), (iii) Bpifrance Investissement S.A.S., a French management company (société de gestion) (“BpiI”), (iv) the Caisse des Dépôts, a French special public entity (établissement spécial) (“CDC”), (v) EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (vi) Bpifrance S.A. (“BPI”), a société anonyme incorporated under the laws of the Republic of France, on March 27, 2025. Consists of (i) 10,672,462 Ordinary Shares and (ii) Warrants to purchase 6,556,781 Ordinary Shares held by BpiP, and (i) 226,133 Ordinary Shares held by Innobio. The Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 3,091,431 shares issuable upon exercise of the Warrants. Neither BPI, BpiI, EPIC nor CDC holds any Ordinary Shares directly. BpiI may be deemed to be the beneficial owner of the 226,133 Ordinary Shares held by Innobio, through its management of Innobio. BPI may be deemed to be the beneficial owner of 10,898,595 Ordinary Shares and Warrants to purchase 6,556,781 Ordinary Shares, indirectly through its sole ownership of BpiP, which is the parent company of BpiI. EPIC and CDC may be deemed to be the beneficial owners of 10,898,595 Ordinary Shares and Warrants to purchase 6,556,781 Ordinary Shares, indirectly through their joint ownership and control of BPI. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations, Innobio, Bpifrance Investissement, EPIC and Bpifrance is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. |
26
Table of Contents
| (3) | Based in part, on information provided in Schedule 13G filed jointly by Vivo Opportunity Fund Holdings, L.P, Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, L.P and Vivo Opportunity Cayman, LLC on April 8, 2025. Consists of (i) 4,672,520 Ordinary Shares, (ii) 8,176,910 Ordinary Shares issuable upon exercise of ABSA Warrants and (iii) 7,509,040 Ordinary Shares issuable upon exercise of Pre-Funded Warrants and the securities underlying the Pre-Funded Warrants. The ABSA Warrants and Pre-Funded Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 10,008,523 shares issuable upon exercise of the ABSA Warrants and Pre-Funded Warrants. The securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 2,614,293 Ordinary Shares, consisting of (i) 600,012 Ordinary Shares, (ii) 1,050,021 Ordinary Shares issuable upon exercise of ABSA Warrants and (iii) 964,260 Ordinary Shares issuable upon exercise of Pre-Funded Warrants and the securities underlying the Pre-Funded Warrants. The securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The principal address for Vivo Opportunity Fund Holdings, L.P is 192 Lytton Avenue, Palo Alto, CA 94301. |
| (4) | Based in part, on information provided in Schedule 13G filed by Averill Master Fund, Ltd., a Cayman Islands exempted company (“Averill Master Fund”), Suvretta Capital Management, LLC, a Delaware limited liability company (“Suvretta Capital”), and Aaron Cowen (“Mr. Cowen”). Consists of (i) 210,221 Ordinary Shares, (ii) 20,586,452 Ordinary Shares issuable upon the exercise of the first pre-funded warrants and (iii) 36,026,291 Ordinary Shares issuable upon the exercise of the second pre-funded warrants, which warrants are issuable upon the exercise of certain warrants. The Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 14,966,083 shares issuable upon exercise of the Warrants. Mr. Cowen is the control person and managing member of Suvretta Capital and may be deemed to control Averill Master Fund. Mr. Cowen disclaims beneficial ownership of all Ordinary Shares held by Averill Master Fund, other than, to the extent of any pecuniary interest therein. The address of the principal office of (i) Averill Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and (ii) each of Suvretta Capital and Mr. Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York, 10022. |
| (5) | Based in part on information provided in the Schedule 13G/A filed on February 14, 2024, for the period ending December 31, 2023. Consists of (i) 951,439 shares and 36,283 shares issuable upon the exercise of immediately exercisable Warrants held by Venrock Healthcare Capital Partners II, L.P., (ii) 385,717 shares and 14,709 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings II, LLC, (iii) 2,093,431 shares and 79,833 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners III, L.P., (iv) 209,422 shares and 7,986 shares issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings III, LLC and (v) 5,659,991 shares and 215,844 shares issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The Warrants are subject to the Beneficial Ownership Limitation, and the amounts and percentages in the table give effect to the Beneficial Ownership Limitation, reflecting 354,655 shares issuable upon exercise of the Warrants. |
| (6) | Based in part, on information provided in Schedule 13G filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin. Citadel Advisors is the portfolio manager for CCIL. Consists of (i) 3,330,428 Ordinary Shares and (ii) 5,828,249 Shares issuable upon conversion of certain warrants held by affiliates of the reporting persons. The warrants are subject to the Beneficial Ownership Limitation. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of each of CSGP, Citadel Securities and CALC4 is 830 Brickell Plaza, Miami, Florida 33131. The address of the other Reporting Persons is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131. |
| (7) | Consists of 1,361,693 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025. |
| (8) | Consists of (a) 4,750 shares and (b) 29,750 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025. |
| (9) | Consists of (a) 25,833 shares and (b) 415,700 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025. |
| (10) | Consists of (a) 23,570 shares and (b) 15,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (11) | Consists of 21,500 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. Mr. Goller has neither voting nor dispositive power and has no direct pecuniary interest in these securities. He has entered into an agreement with Baker Bros. Advisors LP related to his beneficial ownership of our securities, as disclosed in a Schedule 13D/A filed by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker on October 11, 2019. |
| (12) | Consists of (a) 12,000 shares and (b) 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (13) | Consists of (a) 1,825 shares and (b) 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (14) | Consists of 16,000 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (15) | Consists of 6,837 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (16) | Consists of (a) 20,000 shares and (b) 28,337 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025, subject to French law. |
| (17) | Consists of (a) 87,978 shares, (b) 1,807,143 shares issuable upon the exercise of options that are exercisable within 60 days of April 15, 2025, and (c) 102,185 shares issuable upon the exercise of warrants that are exercisable within 60 days of April 15, 2025. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies and Procedures for Related Person Transactions
We have adopted a related-party transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related-party transactions. Under French law, a related-party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related parties are, were or will be participants, which are not (1) in the ordinary course of business, and (2) at arms’ length. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. For purposes of this policy, a related party is any executive officer, director (or nominee for director) or beneficial owner of more than ten percent (10%) of any class of our voting securities, including any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related-party transaction, including any transaction that was not a related-party transaction when originally consummated or any transaction that was not initially identified as a related- party transaction prior to consummation, our management must present information regarding the related-party transaction to our Board of Directors for review, consideration and approval. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related parties, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third-party or to or from employees generally.
Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
27
Table of Contents
Transactions concluded under “normal terms and conditions” are those agreed by the Company under the same terms and conditions as those that it habitually applies in its relationships with third parties, such that they do not allow the contracting party to obtain a benefit that a third party would not have obtained.
To determine whether these terms and conditions are “normal”, the terms and conditions under which the agreements concerned are habitually agreed by other companies in the same business sector are also taken into account.
The normalness of the terms and conditions are primarily assessed by reference to:
| • | the economic data of the agreement: the price must correspond to a market price or a price generally applied by companies in the same business sector; |
| • | the notion of “balance of mutual benefits” which takes into consideration all the terms and conditions under which the transaction is concluded (payment deadline, guarantees, etc.); |
| • | in general, the legal terms and conditions of the agreement which must be balanced and standard for the type of transaction in question. |
If our management believes that the agreement in question is an ordinary agreement entered into under normal terms and conditions, they will bring to the attention of the Audit Committee a report of their review including the essential terms of that agreement and their conclusions, for the latter to judge whether it is advisable to bring it to the immediate attention of the Board of Directors.
The assessment of the criteria is reexamined whenever a previously concluded agreement is amended, renewed, extended, or terminated.
In determining whether to approve, ratify or reject a related-party transaction, our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests, as our Board of Directors determines in the good faith exercise of its discretion.
Certain Related-Party Transactions
Since January 1, 2023, we have engaged in the following transactions with our directors, executive officers and holders of more than ten percent (10%) of our outstanding voting securities and their affiliates, which we refer to as our related parties.
28
Table of Contents
Participation in April 2025 PIPE Financing
In April 2025, we completed a $307 million PIPE financing from the sale of (i) in a share capital increase without preferential subscription rights reserved to categories of persons satisfying determined characteristics pursuant to the 24th resolution of the general meeting of shareholders of May 16, 2024 (the “2024 General Meeting”) for an amount of approximately €38 million, (a) 34,090,004 new shares at a par value of €0.10 (the “New Shares”), each with warrants of the Company attached (the “ABSA Warrants”, and together with the New Shares, the “ABSA”) at a subscription price of €1.1136 per ABSA and (b) up to 59,657,507 additional new shares, if all the ABSA Warrants attached to the New Shares are exercised (the “ABSA Warrant Shares”), and (ii) the issue through an offering reserved to categories of persons satisfying determined characteristics of 71,005,656 units (the “PFW-BS-PFW”) for an amount of circa €79 million at a subscription price of €1.1136 per PFW-BS-PFW (of which €1.1036 will have been prefunded on the issue date), each PFW-BS-PFW consisting of one pre-funded warrant to subscribe for one share of the Company (the “First PFW”) and one warrant (the “BS Warrants”) to subscribe to one pre-funded warrants (the “Second PFW”) allowing to issue up to 71,005,656 additional new shares if all the First PFWs are exercised (the “First PFW Shares”) and up to 124,259,898 additional new shares if all the Second PFWs are exercised (the “Second PFW Shares”, together with the ABSA Warrant Shares and the First PFW Shares, the “Warrant Shares”, and together with the New Shares, the “Offered Shares”).
The following table sets forth the aggregate number of Offered Shares that two of our holders of more than 5% of our outstanding voting securities and their affiliates purchased:
| Related Party |
First PFW | ABSA | ||||||
| Entities affiliated with Baker Bros. Advisors LP |
27,304,896 | 0 | ||||||
| Bpifrance Participations S.A. |
0 | 3,746,732 | ||||||
Registration Rights
In March 2018, we entered into a registration rights agreement, or the Registration Rights Agreement, with entities affiliated with Baker Bros. Advisors LP, or Baker Brothers, pursuant to which Baker Brothers is entitled to rights with respect to the registration under the Securities Act of Ordinary Shares and ADSs, including Ordinary Shares or ADSs issuable upon the exercise or conversion of any other securities (whether equity, debt or otherwise) owned or subsequently acquired by Baker Brothers. These rights include demand registration rights and piggyback registration rights. All fees, costs and expenses of underwritten registrations will be borne by us and all selling expenses, including underwriting commissions, will be borne by Baker Brothers. Under the terms of the Registration Rights Agreement, we are required, upon the request of Baker Brothers, to file a registration statement covering, and use our reasonable best efforts to effect, the registration of the Ordinary Shares, including in the form of ADSs, requested to be registered for public resale. In addition, if we register our securities either for our own account or for the account of other security holders under certain circumstances more than six months following the completion of our March 2018 underwritten global offering, Baker Brothers is entitled to include its Ordinary Shares or ADSs in such registration. Subject to certain exceptions, we and the underwriters may limit the number of Ordinary Shares or ADSs included in an underwritten offering conducted pursuant to the terms of the Registration Rights Agreement if the underwriters believe that including such securities would adversely affect the offering. The registration rights granted under the Registration Rights Agreement will terminate ten years after the date of the Registration Rights Agreement.
29
Table of Contents
In connection with the 2025 PIPE Financing, pursuant to a registration rights agreement, or the 2025 Registration Rights Agreement, with the investors, the Company anticipates filing a registration statement with the SEC registering the resale of up to 289,013,065 ordinary shares issued in the 2025 PIPE financing, including (i) up to 34,090,004 issued and outstanding ordinary shares, (ii) up to 59,657,507 ABSA Warrant Shares issuable upon the exercise of the ABSA Warrants, (iii) up to 71,005,656 First PFW Shares issuable upon the exercise of the First Pre-Funded Warrants and (iv) up to 124,259,898 Second PFW Shares. As a result, subject to certain beneficial ownership limitations contained in the pre-funded warrants, these shares would become freely tradable, without restriction, in the public market. In addition, the exercise of some or all of the pre-funded warrants would increase the number of our outstanding ordinary shares, which may dilute the ownership percentage or voting power of our shareholders.
Agreements with Our Directors and Executive Officers
Employment and Consulting Arrangements
Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary. Mr. Tassé is also eligible to receive equity grants as our Board of Directors may determine and to participate in our bonus plan.
In December 2018, our Board of Directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) an EPIT pipeline with three ongoing clinical trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our Board of Directors prior to any payment.
In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level.
In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, those same amounts will be paid in a lump sum.
Virginie Boucinha. In November 2023, we entered into an employment agreement with Ms. Boucinha, our current Chief Financial Officer (the “Boucinha Employment Agreement”). Ms. Boucinha is entitled to an annual base salary. Ms. Boucinha is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. On December 16, 2024, the Company entered into an agreement with Ms. Boucinha which amends the Boucinha Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined therein. This agreement terminates on December 04, 2025.
Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Dr. Mohideen, our Chief Medical Officer. Dr. Mohideen is entitled to an annual base salary (the “Mohideen Employment Agreement”). Dr. Mohideen is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Dr. Mohideen’s base salary. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, Dr. Mohideen will be paid in an amount equal to the sum of: (i) 12 months of Dr. Mohideen’s base salary and (ii) the target bonus at a 100% achievement level. On December 16, 2024, we entered into an agreement with Dr. Mohideen which amends the Mohideen Employment Agreement to provide certain enhanced severance benefits upon a Change in Control, as defined therein.
30
Table of Contents
Director and Executive Officer Compensation
See “Executive Compensation” for information regarding compensation of directors and executive officers.
Equity Awards
See “Executive Compensation” for further information regarding equity awards to directors and executive officers.
Bonus Plans
All our executive officers are entitled to a bonus ranging between 40% and 150% based on yearly objectives determined by our Board of Directors upon recommendation of our Compensation Committee.
Indemnification Agreements
We intend to enter into indemnification agreements with each of our directors and executive officers. See “Executive Compensation—Limitations on Liability and Indemnification Matters” above.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Director Independence
See “Item 10. Directors, Executive Officers and Corporate Governance — Director Independence and Independence Determinations.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following tables present fees for professional audit services rendered by KPMG S.A. and Deloitte & Associés for the audit of the Company’s annual financial statements for the years ended December 31, 2023, and December 31, 2024, as well as fees billed for other services rendered by KPMG S.A. and Deloitte & Associés during those periods.
The amounts relating to audit fees and services in 2024 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0824 which represents the average exchange rate for the year ended December 31, 2024, and those relating to audit fees and services in 2023 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0813, which represents the average exchange rate for the year ended December 31, 2023.
The following table presents aggregate fees billed to the Company for the years ended December 31, 2024, and December 31, 2023, by Deloitte & Associés:
| Fiscal Year Ended December 31, |
||||||||
| (in thousands of dollars) | 2024 | 2023 | ||||||
| Audit Fees |
$ | 496 | $ | 523 | ||||
| Audit-related Fees |
$ | 226 | $ | 240 | ||||
| Tax Fees |
$ | $ | — | |||||
| All Other Fees |
$ | $ | — | |||||
| Total Fees |
$ | 722 | $ | 763 | ||||
31
Table of Contents
The following table presents aggregate fees billed to the Company for the years ended December 31, 2024 and December 31, 2023 by KPMG S.A.
| Fiscal Year Ended December 31, |
||||||||
| (in thousands of dollars) | 2024 | 2023 | ||||||
| Audit Fees |
$ | 680 | $ | 441 | ||||
| Audit-related Fees |
$ | 182 | $ | 240 | ||||
| Tax Fees |
$ | $ | — | |||||
| All Other Fees |
$ | $ | — | |||||
| Total Fees |
$ | 862 | $ | 680 | ||||
There were no “Tax Fees” or “All Other Fees” billed or paid during 2023 or 2024.
Pre-Approval Policies and Procedures
The Audit Committee has responsibility for appointing, setting compensation of and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has adopted a policy, approved by the Board of Directors on December 3, 2020, applicable since January 1, 2021 governing the pre-approval of all audit and permitted non-audit services performed by our independent registered public accounting firm to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence from us and our management. Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval from the Audit Committee, it requires specific pre-approval by the Audit Committee. The payment for any proposed services in excess of pre-approved cost levels requires specific pre-approval by the Audit Committee.
Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to the chairperson of the Audit Committee. The decisions of the chairperson to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to the management.
The Audit Committee has considered the non-audit services provided by KPMG S.A. and Deloitte & Associés as described above and believes that they are compatible with maintaining KPMG S.A.’s and Deloitte & Associés’s independence as our independent registered public accounting firm.
32
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) The following documents are filed as part of this report:
| 1. | Financial Statements. The financial statements included in Part II, Item 8 of the 2024 10-K are filed as part of this Amendment. |
| 2. | Financial Statement Schedules. All required schedules are omitted because they are not applicable or the required information is shown in the financial statements or the accompanying notes to the financial statements. |
| 3. | Exhibits. The exhibits filed as part of this Amendment are listed in Item 15(b). |
(b) Exhibits.
33
Table of Contents
The following exhibits are filed as part of this Amendment:
34
Table of Contents
35
Table of Contents
| 23.1** | Consent of Deloitte & Associés | Form 10-K | 001-36697 | 23.1 | 4/11/2025 | |||||
| 23.2** | Consent of KPMG S.A. | Form 10-K | 001-36697 | 23.2 | 4/11/2025 | |||||
| 24.1** | Power of Attorney (included on the signature page of this report). | Form 10-K | 001-36697 | 24.1 | 4/11/2025 | |||||
| 31.1* | Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.1*** | Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Form 10-K | 001-36697 | 32.1 | 4/11/2025 | |||||
| 97.1** | Incentive Compensation Recoupment Policy, approved | Form 10-K | 001-36697 | 97.1 | 03/01/2024 | |||||
| 101.INS | Inline XBRL Instance Document | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||
| * | Filed herewith. |
| ** | Previously filed. |
| *** | Previously furnished and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Confidential treatment has been granted from the Securities and Exchange Commission as to certain portions of this document. |
36
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 28, 2025 | DBV TECHNOLOGIES S.A. | |||||
| By: | /s/ Daniel Tassé | |||||
| Name: | Daniel Tassé | |||||
| Title: | Chief Executive Officer | |||||
37
Exhibit 4.5
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
The following description of the ordinary shares, the American Depositary Shares and the by-laws of DBV Technologies S.A. (“DBV” or the “Company”) is a summary and does not purport to be complete. This summary is subject to, and qualified in its entirety by reference to, the complete text of the Company’s by-laws, which are incorporated by reference as Exhibit 3.1 of the Company’s Annual Report on Form 10-K to which this description is also an exhibit. The Company encourages you to read the Company’s by-laws carefully.
As of December 31, 2024, DBV Technologies S.A. has the following series of securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol |
Name of Each Exchange on Which Registered | ||
| Ordinary shares, nominal value €0.10 per share* | DBV | The Nasdaq Capital Market LLC | ||
| American Depositary Shares, each representing five ordinary shares, nominal value €0.10 per share | DBVT | The Nasdaq Capital Market LLC | ||
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
| I. | ORDINARY SHARES |
The Company is a société anonyme organized under the laws of France and registered at the Nanterre Commerce and Companies Register under the number 441 772 522.
As of December 31, 2024, the Company’s outstanding share capital consisted of a total of 102,847,501 issued ordinary shares, fully paid and with a nominal value €0.10 per share. The Company has no preferred shares outstanding.
Type and class of securities
Form of Shares. The Company’s shares are nominative or bearer, if applicable legislation so permits, according to the shareholder’s choice.
Holding of Shares. In accordance with French law concerning the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates. Shares issued are registered in individual accounts opened by the Company or any authorized intermediary, in the name of each shareholder and kept according to the terms and conditions laid down by the legal and regulatory provisions.
Any owner of Company’s shares may elect to have its shares held in registered form and registered in its name in an account currently maintained by Société Générale Securities Services, 32, rue du Champ de Tir, 44300 Nantes, France, and on the Company’s behalf or held in bearer form and recorded in its name in an account maintained by an accredited financial intermediary, such as a French broker, bank or other authorized financial institution. Any shareholder may, at its expense, change from one form of holding to the other. Both methods are operated through Euroclear. In addition, according to French law, shares held by any non-French resident may be held on the shareholder’s behalf in a collective account or in several individual accounts by an intermediary.
1
When the Company’s shares are held in bearer form by a beneficial owner who is not a resident of France, Euroclear may agree to issue, upon the Company’s request, a bearer depository receipt with respect to such shares for use only outside France. In this case, the name of the holder is deleted from the accredited financial intermediary’s books. Title to the shares represented by a bearer depository receipt will pass upon delivery of the relevant receipt outside France.
In accordance with applicable laws, we may request the information referred to in Article L.228-2 of the French Commercial Code at any time from the central depository responsible for holding the Company’s shares. Thus, the Company is at any time entitled to request the name and year of birth or, in the case of a legal entity, the name and the year of incorporation, nationality and address of the holders of our shares or other securities granting immediate or future voting rights, held in bearer form, and the number of shares or other securities so held and, if applicable, the restrictions relating to such securities. Furthermore, under French law, any intermediary who acts on behalf of one or more persons who are not domiciled in France must declare that it is acting as an intermediary. The Company may also request the identity of the shareholders on whose behalf it is acting. Consequently, the owner of shares recorded in a collective account or in several individual accounts by an intermediary will be represented in the shareholders’ meetings by this intermediary.
Ownership of Shares by Non-French Persons. Neither French law nor the Company’s by-laws limit the right of non-residents of France or non-French persons to own or, where applicable, to vote the Company’s securities.
Assignment and Transfer of Shares. Shares are freely negotiable, subject to applicable legal and regulatory provisions. French and European law notably provides for standstill obligations and prohibition of insider trading.
Memorandum and articles of association
Corporate Purpose (Article 4 of the by-laws)
The Company’s corporate purpose in France and abroad includes:
| ● | the development of any innovative medical product, and in particular any drugs, or diagnostic or treatment products; |
| ● | the study, research, development, industrial manufacturing, and marketing of said products; and |
| ● | the use and the development of any patents or any licenses relating to these products, and generally speaking any commercial, investment or real estate, financial or other transactions that are directly or indirectly related to the corporate purpose, in whole or in part, or any other similar or related purpose, and that may promote the operation and commercial development of the Company. |
Directors
Directors’ Designation. Directors are designated at a shareholders’ ordinary general meeting, by a simple majority vote of the shareholders present and voting at the meeting in person or by proxy, for a period of three years that expires at the end of the shareholders’ general meeting convened to approve the financial statements for the past fiscal year and held in the year during which the respective director’s term expires.
Vacancies on the Board of Directors. Under French law, vacancies on the board of directors resulting from death or a resignation, provided that at least three directors remain in office, may be filled by a majority of the remaining directors pending ratification by the shareholders by the next shareholders’ meeting.
Quorum and Voting (Article 11 of the by-laws). The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in the Company’s by-laws. French law and the rules of procedure of the board allow directors to attend meetings of the board of directors in person or, to the extent permitted by applicable law, by videoconference or other telecommunications arrangements. Decisions of the board of directors are taken by the majority of the voting rights held by the directors present or represented.
2
Written consultations. The board of directors may also make certain decisions within its remit by virtue of a written consultation, in accordance with the laws and regulations. In the event of a written consultation, the Chairman of the Board must send, by any means, including electronically, to each director the text of the proposed decisions as well as any documents required for information purposes. Any Director may object to the use of written consultation for the adoption of a decision, by informing the Chairman by e-mail within two working days of the date of dispatch of the draft decisions. Directors have a period of five calendar days from the date on which the draft decisions are sent to cast their vote in writing, responses are sent by e-mail to the attention of the Chairman of the board of directors. The Board of Directors may only validly deliberate on a written consultation if at least half of its members have replied within the time limit indicated above and the decisions are taken by a majority of the votes. Minutes of written consultations shall be drawn up and signed by the Chairman; they must then be sent along with each director’s response to the Company and retained in the same way as the minutes of board meetings.
Directors’ Voting Powers on Proposal, Arrangement or Contract in which any Director Is Materially Interested. Under French law, any agreement entered into (directly or through an intermediary) between the Company and any director that is not entered into (1) in the ordinary course of the Company’s business and (2) upon standard market terms is subject to the prior authorization of the board of directors (it being specified that the interested director cannot vote on such decision). The same provision applies to agreements between the Company and another company if one of the Company’s directors is the owner or a general partner, manager, director, general manager or member of the executive or supervisory board of the other company, as well as to agreements in which one of the Company’s directors has an indirect interest.
Directors’ Compensation. The aggregate amount of the compensation (rémunération de l’activité) of the board of directors is determined at the shareholders’ annual ordinary general meeting, on the basis of a submission of the board of directors of proposed compensation for the board of directors, following the recommendation of the compensation committee (comité des rémunérations) which is comprised of four directors, of which at least two are independent, to the board. The board of directors then divides this aggregate amount among some or all of its members by a simple majority vote, on the basis of a proposal of the compensation committee.
In addition, the board of directors may grant exceptional compensation (rémunérations exceptionnelles) to individual directors on a case-by-case basis for special and temporary assignments. The board of directors may also authorize the reimbursement of reasonable travel and accommodation expenses, as well as other expenses incurred by directors in the corporate interest.
Board of Directors’ Borrowing Powers. There are currently no limits imposed on the amounts of loans or borrowings that the board of directors may approve.
Directors’ Age Limits (Article 10 of the by-laws). The number of directors who are more than 80 years old may not exceed one-third of the directors in office.
Shareholder rights
Rights, Preferences and Restrictions Attaching to Ordinary Shares
Dividends (Article 37 of the by-laws). The Company may only distribute dividends out of its “distributable profits,” plus any amounts held in the Company’s reserves that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law.
“Distributable Profits” consist of the Company’s unconsolidated net profit in each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the reserve accounts pursuant to French law.
Legal Reserve. Pursuant to French law, the Company must allocate 5% of its unconsolidated net profit for each year to its legal reserve fund before dividends may be paid with respect to that year. Funds must be allocated until the amount in the legal reserve is equal to 10% of the aggregate par value of the issued and outstanding share capital. This restriction on the payment of dividends also applies to the Company’s French subsidiary on an unconsolidated basis.
3
Approval of Dividends. Pursuant to French law, the Company’s board of directors may propose a dividend for approval by the shareholders at the annual ordinary general meeting.
Upon recommendation of the Company’s board of directors, the Company’s shareholders may decide to allocate all or part of any distributable profits to special or general reserves, to carry them forward to the next fiscal year as retained earnings or to allocate them to the shareholders as dividends. However, dividends may not be distributed when the Company’s net assets are or would become as a result of such distribution lower than the amount of the share capital plus the amount of the legal reserves which, under French law, may not be distributed to shareholders (the amount of the Company’s share capital which may not be distributed was equal to €10.3 million on December 31, 2024).
The Company’s board of directors may distribute interim dividends after the end of the fiscal year but before the approval of the financial statements for the relevant fiscal year when the interim balance sheet, established during such year and certified by an auditor, reflects that the Company has earned distributable profits since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by law or the by-laws, and including any retained earnings. The amount of such interim dividends may not exceed the amount of the profit so defined.
Distribution of Dividends. Dividends are distributed to shareholders pro rata according to their respective holdings of shares. In the case of interim dividends, distributions are made to shareholders on the date set by the Company’s board of directors during the meeting in which the distribution of interim dividends is approved. The actual dividend payment date is decided by the shareholders at an ordinary general shareholders’ meeting or by the Company’s board of directors in the absence of such a decision by the shareholders. Shareholders that own shares on the actual payment date are entitled to the dividend.
Dividends may be paid in cash or, if the shareholders’ meeting so decides, in kind, provided that all shareholders receive a whole number of assets of the same nature paid in lieu of cash.
Timing of Payment. Pursuant to French law, dividends must be paid within a maximum of nine months after the close of the relevant fiscal year, unless extended by court order. Dividends not claimed within five years after the payment date shall be deemed to expire and revert to the French state.
Voting Rights (Article 33 of the by-laws). Each share shall entitle its holder to vote and be represented in the shareholders’ meetings in accordance with the provisions of French law and of the Company’s by-laws. Ownership of one share implies, ipso jure, adherence to the Company’s by-laws and the decisions of the shareholders’ meeting.
In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. Pursuant to Law no. 2014-384 of March 29, 2014, as of April 2016, double voting rights are automatically granted to shares registered under a shareholder’s name for more than two years, unless the by-laws are modified in order to provide otherwise. The Company’s by-laws (Article 23 of the by-laws) prohibit the use of double voting rights following the modification of the provisions of Article L. 225-123 of the French Commercial Code. As a consequence, each shareholder is entitled to one vote per share at any general shareholders’ meeting.
Under French law, treasury shares or shares held by entities controlled by the Company are not entitled to voting rights and do not count for quorum purposes.
Rights to Share in the Company’s Profit. Each ordinary share entitles its holder to a portion of the corporate profits and assets proportional to the amount of share capital represented thereby.
Rights to Share in the Surplus in the Event of Liquidation (Article 38 of the By-laws). If the Company is liquidated, any assets remaining after payment of the debts, liquidation expenses and all of the remaining obligations will first be used to repay in full the par value of the Company’s shares. Any surplus will be distributed among shareholders in proportion to the number of shares respectively held by them, taking into account, where applicable, of the rights attached to shares of different classes.
4
Repurchase and Redemption of Shares. Under French law, the Company may acquire its own shares for the following purposes only in accordance with the safe harbor exemptions provided by Regulation (EU) 596/2014 of April 16, 2014, as amended (“MAR”):
| ● | to decrease the Company’s share capital, provided that such a decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at an extraordinary general meeting; in this case, the shares repurchased must be cancelled within one month from the expiry of the purchase offer; |
| ● | to meet obligations arising from debt securities that are exchangeable into equity instruments; |
| ● | to provide shares for distribution to employees or managers under a profit-sharing, free share or share option plan; in this case the shares repurchased must be distributed within 12 months from their repurchase failing which they must be cancelled; or |
| ● | under a buy-back program to be authorized by the shareholders in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code and in accordance with MAR, Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, and the general regulations of, and market practices accepted by the Autorité des marchés financiers, or the AMF. |
All other purposes, and especially share buy-backs made for external growth operations in pursuance of Article L. 22-10-62 of the French Commercial Code, while not forbidden, must be pursued in strict compliance of market manipulation and insider dealing rules.
Under MAR and in accordance with the general regulations (réglement général) of the AMF, a corporation shall report to the competent authority of the trading value on which the shares have been admitted to trading or are traded, no later than by the end of the seventh daily market session following the date of the execution of the transaction, all the transactions relating to the buy-back program, in a detailed form and in an aggregated form.
No such repurchase of shares may result in the Company holding, directly or through a person acting on the Company’s behalf, more than 10% of its issued share capital. Shares repurchased by the Company continue to be deemed “issued” under French law but are not entitled to dividends or voting rights so long as the Company holds them directly or indirectly, and the Company may not exercise the preemptive rights attached to them.
Sinking Fund Provisions. The Company’s by-laws do not provide for any sinking fund provisions.
Liability to Further Capital Calls. Shareholders are liable for corporate liabilities only up to the par value of the shares they hold; they are not liable to further capital calls.
Requirements for Holdings Exceeding Certain Percentages. None except as described under the section of this exhibit titled “—Form, Holding and Transfer of Shares—Ownership of Shares by Non-French Persons.”
Actions Necessary to Modify Shareholders’ Rights
Shareholders’ rights may be modified as allowed by French law. Only the extraordinary shareholders’ meeting is authorized to amend any and all provisions of the Company’s by-laws. It may not, however, increase shareholder commitments without the prior approval of each shareholder.
5
Special Voting Rights of Warrant Holders
Under French law, the holders of warrants of the same class (i.e., warrants that were issued at the same time and with the same rights), including founders’ warrants, are entitled to vote as a separate class at a general meeting of that class of warrant holders under certain circumstances, principally in connection with any proposed modification of the terms and conditions of the class of warrants or any proposed issuance of preferred shares or any modification of the rights of any outstanding class or series of preferred shares.
Rules for Admission to and Calling Annual Shareholders’ Meetings and Extraordinary Shareholders’ Meetings
Access to, Participation in and Voting Rights at Shareholders’ Meetings (Articles 20 & 21 of the by-laws). Shareholders’ meetings are composed of all shareholders. Each shareholder has the right to attend the meetings and participate in the discussions (1) personally, or (2) by granting proxy to any individual or legal entity of his choosing; or (3) by sending a proxy to the Company without indication of the mandate, or (4) by voting by correspondence, or (5) by videoconference or another means of telecommunication in accordance with applicable laws that allow identification. The board of directors organizes, in accordance with legal and regulatory requirements, the participation and vote of these shareholders at the meeting, assuring, in particular, the effectiveness of the means of identification.
Participation in shareholders’ general meetings, in any form whatsoever, is subject to registration or registration of shares under the conditions and time limits provided for applicable laws.
The final date for returning voting ballots by correspondence is set by the board of directors and disclosed in the notice of meeting published in the French Journal of Mandatory Statutory Notices (Bulletin des Annonces Légales Obligatoires (BALO)). This date cannot be earlier than three days prior to the meeting.
The shareholder having voted by correspondence will no longer be able to participate directly in the meeting or to be represented. In the case of returning the proxy form and the voting by correspondence form, the proxy form is taken into account, subject to the votes cast in the voting by correspondence form.
Any shareholder may be represented at meetings by any individual or legal entity of his choosing, by means of a proxy form which is addressed to him by the Company (1) at his request, addressed to the Company by any means. This request must be received at the registered office at least five days before the date of the meeting; or (2) at the Company’s initiative.
The proxy is only valid for a single meeting or for successive meetings convened with the same agenda. It can also be granted for two meetings, one ordinary, the other extraordinary, held on the same day or within a period of fifteen days.
Any shareholder may vote by correspondence by means of a voting form, which is sent by the Company (1) upon request, addressed in writing (this request must be received at the registered office at least six days before the date of the meeting); or (2) at the Company’s initiative; or (3) in appendix to a proxy voting form under the conditions provided for by current laws and requirements. In any case this voting form is available on the Company’s website at least 21 days before the date of the meeting.
The voting by correspondence form addressed by a shareholder is only valid for a single meeting or for successive meetings convened with the same agenda.
To better understand the voting rights of the ADSs, you should carefully read the section in this exhibit titled “Description of American Depositary Shares—Voting Rights.”
Notice of Annual Shareholders’ Meetings. Shareholders’ meetings are convened by the Company’s board of directors or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances. Meetings are held at the Company’s registered offices or at any other location indicated in the convening notice. A convening notice is published in the French Journal of Mandatory Statutory Notices (Bulletin des Annonces Légales Obligatoires (BALO)) at least 35 days prior to a meeting, as well as on the Company’s website at least 21 days prior to the meeting. In addition to the particulars relative to the Company, it indicates, notably, the meeting’s agenda and the draft resolutions that will be presented. The requests for recording of issues or draft resolutions on the agenda must be addressed to the Company under the conditions provided for in the current legislation.
6
Subject to special legal provisions, the meeting notice is sent out at least fifteen days prior to the date of the meeting, by means of a notice inserted both in a legal announcement bulletin of the registered office department and in the French Journal of Mandatory Statutory Notices (Bulletin des Annonces Légales Obligatoires (BALO)). Further, the holders of registered shares for at least a month at the time of the latest of the insertions of the notice of meeting shall be summoned individually, by regular letter (or by registered letter if they request it and include an advance of expenses) sent to their last known address. This notice may also be transmitted by electronic means of telecommunication, in lieu of any such mailing, to any shareholder requesting it beforehand by registered letter with acknowledgment of receipt in accordance with legal and regulatory requirements, specifying his e-mail address. The latter may at any time expressly request by registered letter to the Company with acknowledgment of receipt that the aforementioned means of telecommunication should be replaced in the future by a mailing.
The convening notice must also indicate the conditions under which the shareholders may vote by correspondence and the places and conditions in which they can obtain voting forms by mail.
The convening notice may be addressed, where appropriate, with a proxy form and a voting by correspondence form, under the conditions specified in the Company’s by-laws, or with a voting by correspondence form alone, under the conditions specified in the Company’s by-laws. When the shareholders’ meeting cannot deliberate due to the lack of the required quorum, the second meeting must be called at least ten days in advance in the same manner as used for the first notice.
Agenda and Conduct of Annual Shareholders’ Meetings. The agenda of the shareholders’ meeting shall appear in the notice to convene the meeting and is set by the author of the notice. The shareholders’ meeting may only deliberate on the items on the agenda except for the removal of directors and the appointment of their successors which may be put to vote by any shareholder during any shareholders’ meeting. One or more shareholders representing a percentage of share capital required by French law (currently at 5%), and acting in accordance with legal requirements and within applicable time limits, may request the inclusion of items or proposed resolutions on the agenda.
Shareholders’ meetings shall be chaired by the Chairman of the board of directors or, in his or her absence, the meeting itself shall elect a Chairman. Vote counting shall be performed by the two members of the meeting who are present and accept such duties, who represent, either on their own behalf or as proxies, the greatest number of votes.
Ordinary Shareholders’ Meeting. Ordinary shareholders’ meetings are those meetings called to make any and all decisions that do not amend the Company’s by-laws. An ordinary meeting shall be convened at least once a year within six months of the end of each fiscal year in order to approve the annual and consolidated accounts for the relevant fiscal year or, in case of postponement, within the period established by court order. Upon first notice, the meeting may validly deliberate only if the shareholders present or represented by proxy or voting by mail represent at least one-fifth of the shares entitled to vote. Upon second notice, no quorum is required. Decisions are made by a majority of the votes submitted by the shareholders present or represented (by proxy or by mail). Abstentions shall not be considered as votes submitted by the relevant shareholders for the purpose of determining the majority.
Extraordinary Shareholders’ Meeting. Only an extraordinary shareholders’ meeting is authorized to amend the Company’s by-laws. It may not, however, increase shareholder commitments without the approval of each shareholder. Subject to the legal provisions governing share capital increases from reserves, profits or share premiums, the resolutions of the extraordinary meeting shall be valid only if the shareholders present, represented by proxy or voting by mail represent at least one-fifth of all shares entitled to vote upon first notice, it being specified that, upon second notice, no quorum is required as long as the original agenda is not modified. If the latter quorum is not reached, the second meeting may be postponed to a date no later than two months after the date for which it was initially called.
For extraordinary shareholders’ meetings, decisions are made by a two-thirds majority of the votes submitted by the shareholders present or represented (by proxy or by mail). Abstentions shall not be considered as votes submitted by the relevant shareholders for the purpose of determining the majority.
7
Changes to shareholder rights
The by-laws of the Company can be amended only upon decision of the extraordinary shareholders’ meeting.
Increasing the shareholders’ commitments (engagements) requires the unanimous approval of all shareholders.
Limitations
Ownership of ADSs or Shares by Non-French Residents
Neither the French Commercial Code nor the Company’s by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
However, any investment:
(i) by (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities;
(ii) that will result in the relevant investor (a) acquiring control of an entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France; and
(iii) developing activities in certain strategic industries related to (a) activity likely to prejudice national defense interests, participating in the exercise of official authority or are likely to prejudice public policy and public security (including weapons, double-use items, IT systems, cryptology, date capturing devices, gambling, toxic agents or storage of data), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm products, media, and critical raw materials), and (c) research and development activity related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage, biotechnologies, low carbon energy or photonics) or dual-use items, is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.
The Decree (décret) n° 2023-1293 of December 28, 2023 made permanent the temporary regime under Decree (décret) n° 2020-892 dated July 22, 2020, as amended on December 28, 2020 by the Decree (décret) n° 2020-1729, on December 22, 2021 by the Decree (décret) n° 2021-1758, and on December 23, 2022 by the Decree (décret) n° 2022-1622, creating a new 10% threshold of the voting rights for the non-European investments made (i) in an entity with its registered office in France and (ii) whose shares are admitted to trading on a French-, EU- or EEA-regulated market, in addition to the 25% above-mentioned threshold. A fast-track procedure shall apply for any non-European investor exceeding this 10% threshold who will have to notify the Minister of Economy who will then have 10 days to decide whether or not the transaction should be subject to further examination.
If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the relevant investment shall be deemed null and void and the French Minister of Economy further might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment. The relevant investor further may be found criminally liable and may be sanctioned with a fine not to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of the annual turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).
Further, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France (Banque de France) within twenty (20) working days following the settlement date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our Company’s share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.
8
Foreign Exchange Controls
Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that the Company may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident such as dividend payments be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
Availability of Preferential Subscription Rights
In accordance with French law, the Company’s shareholders have preferential subscription rights to subscribe for new shares or other securities giving rights to acquire additional shares on a pro rata basis, as described elsewhere in this exhibit. Holders of the Company’s securities in the U.S. (which may be in the form of shares or ADSs) may not be able to exercise preferential subscription rights for their securities unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements imposed by the Securities Act is available. The Company may, from time to time, issue new shares or other securities giving rights to acquire additional shares (such as warrants) at a time when no registration statement is in effect and no Securities Act exemption is available. If so, holders of the Company’s securities in the U.S. will be unable to exercise any preferential subscription rights and their interests will be diluted. The Company is under no obligation to file any registration statement in connection with any issuance of new shares or other securities. The Company intends to evaluate at the time of any rights offering the costs and potential liabilities associated with registering the rights, as well as the indirect benefits to the Company of enabling the exercise by holders of shares and holders of ADSs in the U.S. of the subscription rights, and any other factors the Company considers appropriate at the time, and then to make a decision as to whether to register the rights. The Company cannot assure that it will file a registration statement.
For holders of the Company’s ordinary shares in the form of ADSs, the depositary may make these rights or other distributions available to ADS holders. If the depositary does not make the rights available to ADS holders and determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case the holders will receive no value for them.
Change in control
Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of the Company
Provisions contained in the Company’s by-laws and the corporate laws of France, the country in which the Company is incorporated, could make it more difficult for a third-party to acquire the Company, even if doing so might be beneficial to the Company’s shareholders. These provisions include the following:
| ● | a merger (i.e., in a French law context, a stock for stock exchange following which the Company’s company would be dissolved into the acquiring entity and the Company’s shareholders would become shareholders of the acquiring entity) of the Company’s company into a company incorporated in the European Union would require the approval of the Company’s board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant meeting; |
| ● | a merger of the Company’s company into a company incorporated outside of the European Union would require 100% of the Company’s shareholders to approve it; |
| ● | under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; |
9
| ● | the Company’s shareholders have granted and may grant in the future the Company’s board of directors broad authorizations to increase the Company’s share capital or to issue additional ordinary shares or other securities (for example, warrants) to the Company’s shareholders, the public or qualified investors, including as a possible defense following the launching of a tender offer for the Company’s shares; |
| ● | the Company’s shareholders have preferential subscription rights on a pro rata basis on the issuance by the Company of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of the Company’s shareholders or on an individual basis by each shareholder; |
| ● | the Company’s board of directors has the right to appoint directors to fill a vacancy created by the resignation or death of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on the Company’s board of directors; |
| ● | the Company’s board of directors can only be convened by its chairman or, when no board meeting has been held for more than two consecutive months, by directors representing at least one fourth of the total number of directors; |
| ● | the Company’s board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference or teleconference enabling the directors’ identification and ensuring their effective participation in the board’s decisions; |
| ● | the shares are nominative or bearer, if the legislation so permits, according to the shareholder’s choice. Shares issued are registered in individual accounts opened by the Company or any authorized intermediary, in the name of each shareholder and kept according to the terms and conditions laid down by the legal and regulatory provisions; |
| ● | under French law, (a) a non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Banque de France within twenty (20) working days following the settlement date of certain direct foreign investment in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold; see the section of this exhibit titled “Ownership of ADSs or Shares by Non-French Residents”; |
| ● | under French law, certain investments in any entity incorporated in France or governed by French law developing activities into certain strategic industries and activities (such as research and development in biotechnologies and activities relating to public health) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Ministry of Economy; see the section of this exhibit titled “Ownership of ADSs or Shares by Non-French Residents”; |
| ● | approval of at least a majority of the votes held by shareholders present, represented by a proxy, or voting by mail at the relevant ordinary shareholders’ general meeting is required to remove directors with or without cause; |
| ● | advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except that a vote to remove and replace a director can be proposed at any shareholders’ meeting without notice; |
| ● | the by-laws can be changed in accordance with applicable laws; |
| ● | the crossing of certain thresholds has to be disclosed and can impose certain obligations; see the section of this exhibit below titled “Declaration of Crossing of Ownership Thresholds”; |
10
| ● | transfers of shares shall comply with applicable insider trading rules; and |
| ● | pursuant to French law, the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by at least a two-thirds majority vote of the Company’s shareholders present, represented by a proxy or voting by mail at the meeting. |
Disclosure of shareholdings
Declaration of Crossing of Ownership Thresholds
Any individual or legal entity referred to in Articles L.233-7, L.233-9 and L.223-10 of the French Commercial Code coming to directly or indirectly own, alone or in concert, a number of shares representing more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90% or 95% of our outstanding share capital or voting rights or that increases or decreases its shareholding or voting rights above or below any of those percentage thresholds, must notify the Company and the AMF, within four trading days of the date on which such threshold was crossed. Further, any shareholder, alone or acting in concert, crossing the 10%, 15%, 20% or 25% threshold shall file a declaration pursuant to which it shall expose its intention over the following 6 months, including notably whether it intends to continue acquiring shares of the Company, it intends to acquire control over the Company, its intended strategy for the Company.
The Company’s by-laws provide that any individual or legal entity, acting alone or in concert, who comes to directly or indirectly, hold a number of shares representing a percentage of the Company’s share capital or voting rights higher than or equal to 2.5% or a multiple of this percentage must inform the Company of the total number of shares, voting rights and securities giving access to the capital or voting rights that it owns immediately or over time, by registered letter with request for acknowledgment of receipt addressed to the registered office within a period of four trading days from the crossing of the said holding thresholds. This obligation also applies under the same conditions when crossing each of the above-mentioned thresholds in a downward direction.
In the event of failure to declare, shares or voting rights exceeding the fraction that should have been declared are deprived of voting rights at general meetings of shareholders for any meeting that would be held until the expiry of a period of two years from the date of regularization of the notification in accordance with Article L. 233-14 of the Commercial Code, if the failure to declare has been determined and one or several shareholders holding at least 2.5% of the capital make the request recorded in the minutes of the general meeting.
The Company is required to publish the total number of voting rights and shares composing the share capital (if such numbers vary from the numbers previously published) on a monthly basis. The AMF makes this information public. We are subject to AMF regulations regarding public tender offers.
Further, and subject to certain exemptions, any shareholder crossing, alone or acting in concert, the 30% threshold shall file a mandatory public tender offer. Also, any shareholder holding directly or indirectly a number between 30% and 50% of the capital or voting rights and who, in less than twelve consecutive months, increases his/her/its holding of capital or voting rights by at least 1% company’s capital or voting rights, shall file a mandatory public tender offer.
Differences in the law
Differences in Corporate Law
The laws applicable to French sociétés anonymes differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain differences between the provisions of the French Commercial Code applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and French law.
11
|
France
|
Delaware
| |||
|
Number of Directors |
Under French law, a société anonyme must have at least three and may have up to 18 directors. The number of directors is fixed by or in the manner provided in the by-laws. The number of directors of each gender may not be less than 40%. In case a board of directors comprises up to eight members, the difference between the number of directors of each gender may not exceed two. Any appointment made in violation of this limit that is not remedied within six months of this appointment will be null and void and payment of directors’ compensation will be suspended.
|
Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the by-laws. | ||
|
Director Qualifications |
Under French law, a corporation may prescribe qualifications for directors under its by-laws. In addition, under French law, members of a board of directors of a corporation may be legal entities, and such legal entities may designate an individual to represent them and to act on their behalf at meetings of the board of directors.
|
Under Delaware law, a corporation may prescribe qualifications for directors under its certificate of incorporation or by-laws. Only individuals may be members of a corporation’s board of directors. | ||
|
Removal of Directors |
Under French law, directors may be removed from office, with or without cause, at any shareholders’ meeting without notice or justification, by a simple majority vote of the shareholders present and voting at the meeting in person or by proxy. |
Under Delaware law, unless otherwise provided in the certificate of incorporation, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, stockholders may effect such removal only for cause.
| ||
| Vacancies on the Board of Directors | Under French law, vacancies on the board of directors resulting from death or a resignation, provided that at least three directors remain in office, may be filled by a majority of the remaining directors pending ratification by the shareholders by the next shareholders’ meeting.
|
Under Delaware law, vacancies on a corporation’s board of directors, including those caused by newly created directorships, may be filled by a majority of the remaining directors (even though less than a quorum). | ||
|
Annual General Meeting |
Under French law, the annual general meeting of shareholders shall be held at such place, on such date and at such time as decided each year by the board of directors and notified to the shareholders in the convening notice of the annual meeting, within six months after the close of the relevant fiscal year unless such period is extended by court order.
|
Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the by-laws. | ||
12
|
France
|
Delaware
| |||
| General or Special Meetings | Under French law, general meetings of the shareholders may be called by the board of directors or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances, or by the majority shareholder in capital or voting rights following a public tender offer or exchange offer or the transfer of a controlling block on the date decided by the board of directors or the relevant person.
|
Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the by-laws. | ||
| Notice of General Meetings | A convening notice is published in the French Journal of Mandatory Statutory Notices (Bulletin des Annonces Légales Obligatoires (BALO)) at least 35 days prior to a meeting and made available on the website of the company at least twenty-one day prior to the meeting. Subject to special legal provisions, the meeting notice is sent out at least fifteen days prior to the date of the meeting, by means of a notice inserted both in a legal announcement bulletin of the registered office department and in the BALO. Further, the holders of registered shares (actions nominatives) for at least a month at the time of the latest of the insertions of the notice of meeting shall be summoned individually, by regular letter (or by registered letter if they request it and include an advance of expenses) sent to their last known address. This notice may also be transmitted by electronic means of telecommunication, in lieu of any such mailing, to any shareholder requesting it beforehand by registered letter with acknowledgment of receipt in accordance with legal and regulatory requirements, specifying his e-mail address.
The convening notice must also indicate the conditions under which the shareholders may vote by correspondence and the places and conditions in which they can obtain voting forms by mail.
|
Under Delaware law, unless otherwise provided in the certificate of incorporation or by-laws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting. | ||
13
|
France
|
Delaware
| |||
|
Proxy |
Each shareholder has the right to attend the meetings and participate in the discussions (i) personally, or (ii) by granting proxy to any individual or legal entity of his choosing; or (iii) by sending a proxy to the company without indication of the mandate, or (iv) by voting by correspondence, or (v) by videoconference or another means of telecommunication in accordance with applicable laws that allow identification. The proxy is only valid for a single meeting or for successive meetings convened with the same agenda. It can also be granted for two meetings, one ordinary, the other extraordinary, held on the same day or within a period of fifteen days.
|
Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director. | ||
| Shareholder Action by Written Consent | Under French law, shareholders’ action by written consent is not permitted in a société anonyme. |
Under Delaware law, a corporation’s certificate of incorporation (1) may permit stockholders to act by written consent if such action is signed by all stockholders, (2) may permit stockholders to act by written consent signed by stockholders having the minimum number of votes that would be necessary to take such action at a meeting or (3) may prohibit actions by written consent.
| ||
| Preferential/Preemptive Subscription Rights | Under French law, in case of issuance of additional shares or other securities for cash or set-off against cash debts, the existing shareholders have preferential subscription rights to these securities on a pro rata basis unless such rights are waived by a two-thirds majority of the votes held by the shareholders present at the extraordinary meeting deciding or authorizing the capital increase, voting in person or represented by proxy or voting by mail. In case such rights are not waived by the extraordinary general meeting, each stockholder may individually either exercise, assign or not exercise its preferential subscription rights.
|
Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, a stockholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation’s stock or to any security convertible into such stock. | ||
14
|
France
|
Delaware
| |||
|
Sources of Dividends |
Under French law, dividends may only be paid by a French société anonyme out of “distributable profits,” plus any distributable reserves and “distributable premium” that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law.
“Distributable profits” consist of the unconsolidated net profits of the relevant corporation for each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the reserve accounts pursuant to French law or to the reserve set forth in the company’s by-laws (if any).
“Distributable premium” refers to the contribution paid by the stockholders in addition to the par value of their shares for their subscription that the stockholders decide to make available for distribution.
Except in case of a share capital reduction, no distribution can be made to the stockholders when the net equity is, or would become, lower than the amount of the share capital plus the reserves which cannot be distributed in accordance with the law or by-laws.
|
Under Delaware law, dividends may be paid by a Delaware corporation either out of (1) surplus or (2) in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, except when the capital is diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of capital represented by issued and outstanding stock having a preference on the distribution of assets. | ||
|
Repurchase of Shares |
Under French law, a corporation may acquire its own shares for the following purposes only in accordance with the safe harbor exemptions provided by MAR:
● to decrease its share capital, provided that such decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis, with the approval of the shareholders at the extraordinary general meeting deciding the capital reduction;
● to meet obligations arising from debt securities, that are exchangeable into equity instruments;
● to provide shares for distribution to employees or managers under a profit-sharing, free share or share option plan; in this case the shares repurchased must be distributed within 12 months from their repurchase failing which they must be cancelled; or
|
Under Delaware law, a corporation may generally redeem or repurchase shares of its stock unless the capital of the corporation is impaired or such redemption or repurchase would impair the capital of the corporation. | ||
15
|
France
|
Delaware
| |||
|
● under a buy-back program to be authorized by the shareholders in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code, in accordance with MAR, Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016, and in accordance with the general regulations of the AMF.
All other purposes, and especially share buy-backs for external growth operations by virtue of Article L. 22-10-62 of the French Commercial Code, while not forbidden, must be pursued in strict compliance of market manipulations and insider dealing rules.
Under MAR and in accordance with the general regulations (réglement général) of the AMF, a corporation shall report to the competent authority of the trading venue on which the shares have been admitted to trading or are traded, no later than by the end of the seventh daily market session following the date of the execution of the transaction, all the transactions relating to the buy-back program, in a detailed form and in an aggregated form.
No such repurchase of shares may result in the company holding, directly or through a person acting on its behalf, more than 10% of its issued share capital.
|
||||
| Liability of Directors and Officers | Under French law, the by-laws may not include any provisions limiting the liability of directors. |
Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:
| ||
16
|
France
|
Delaware
| |||
|
● any breach of the director’s duty of loyalty to the corporation or its stockholders;
● acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
● intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or
● any transaction from which the director derives an improper personal benefit.
| ||||
|
Voting Rights |
French law provides that, unless otherwise provided in the by-laws, each shareholder is entitled to one vote for each share of capital stock held by such shareholder. Further to the introduction of Law No. 2014-384 dated March 29, 2014 (Loi Florange), shares registered under a shareholder’s name for more than two years shall automatically be granted double voting rights from 2016, unless the by-laws expressly reject this measure.
|
Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder. | ||
| Shareholder Vote on Certain Transactions | Generally, under French law, completion of a merger, dissolution, sale, lease or exchange of all or substantially all of a corporation’s assets (apport partiel d’actifs) requires:
● the approval of the board of directors; and
● approval by a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant meeting or, in the case of a merger with a non-EU company, approval of all shareholders of the corporation. |
Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:
● the approval of the board of directors; and
● approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
| ||
17
|
France
|
Delaware
| |||
| Dissent or Dissenters Appraisal Rights | French law does not provide for any such right but provides that a merger is subject to shareholders’ approval by a two-thirds majority vote as stated above. |
Under Delaware law, a holder of shares of any class or series has the right, in specified circumstances, to dissent from a merger or consolidation by demanding payment in cash for the stockholder’s shares equal to the fair value of those shares, as determined by the Delaware Chancery Court in an action timely brought by the corporation or a dissenting stockholder. Delaware law grants these appraisal rights only in the case of mergers or consolidations and not in the case of a sale or transfer of assets or a purchase of assets for stock. Further, no appraisal rights are available for shares of any class or series that is listed on a national securities exchange or held of record by more than 2,000 stockholders, unless the agreement of merger or consolidation requires the holders to accept for their shares anything other than:
● shares of stock of the surviving corporation;
● shares of stock of another corporation that are either listed on a national securities exchange or held of record by more than 2,000 stockholders;
● cash in lieu of fractional shares of the stock described in the two preceding bullet points; or
● any combination of the above.
In addition, appraisal rights are not available to holders of shares of the surviving corporation in specified mergers that do not require the vote of the stockholders of the surviving corporation.
| ||
| Standard of Conduct for Directors | French law does not contain specific provisions setting forth the standard of conduct of a director. However, directors have a duty to act without self-interest, on a well-informed basis and they cannot make any decision against a corporation’s corporate interest (intérêt social). |
Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well- informed basis and in a manner they reasonably believe to be in the best interest of the stockholders.
| ||
18
|
France
|
Delaware
| |||
|
Shareholder Suits |
French law provides that a shareholder, or a group of shareholders, may initiate a legal action to seek indemnification from the directors of a corporation in the corporation’s interest if it fails to bring such legal action itself. If so, any damages awarded by the court are paid to the corporation and any legal fees relating to such action are borne by the relevant shareholder or the group of shareholders.
The plaintiff must remain a shareholder through the duration of the legal action.
There is no other case where shareholders may initiate a derivative action to enforce a right of a corporation.
A shareholder may alternatively or cumulatively bring individual legal action against the directors, provided he has suffered distinct damages from those suffered by the corporation. In this case, any damages awarded by the court are paid to the relevant shareholder. |
Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:
● state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s shares thereafter devolved on the plaintiff by operation of law; and
● allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or
● state the reasons for not making the effort.
● Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.
| ||
| Amendment of Certificate of Incorporation | Unlike companies incorporated under Delaware law, which organizational documents are comprised of a certificate of incorporation and by-laws, companies incorporated under French law only have by-laws (statuts) as organizational documents. As indicated below, only the extraordinary shareholders’ meeting is authorized to adopt or amend the by-laws under French law. |
Under Delaware law, generally a corporation may amend its certificate of incorporation if:
● its board of directors has adopted a resolution setting forth the amendment proposed and declared its advisability; and
● the amendment is adopted by the affirmative votes of a majority (or greater percentage as may be specified by the corporation) of the outstanding shares entitled to vote on the amendment and a majority (or greater percentage as may be specified by the corporation) of the outstanding shares of each class or series of stock, if any, entitled to vote on the amendment as a class or series.
| ||
19
|
France
|
Delaware
| |||
|
Amendment of By-laws |
Under French law, only the extraordinary shareholders’ meeting is authorized to adopt or amend the by-laws. The extraordinary shareholders’ meeting may authorize the board of directors to amend the by-laws to comply with legal provisions, subject to the ratification of such amendments by the next extraordinary shareholders’ meeting. The board of directors is also authorized to amend the by-laws as a result of a decision to relocate the company’s registered office in France, subject to ratification by the next ordinary shareholders’ meeting.
|
Under Delaware law, the stockholders entitled to vote have the power to adopt, amend or repeal by-laws. A corporation may also confer, in its certificate of incorporation, that power upon the board of directors. | ||
Changes in capital
Changes in Share Capital
Increases in Share Capital. Pursuant to French law, the Company’s share capital may be increased only with shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of the Company’s board of directors. The shareholders may delegate to the Company’s board of directors either the authority (délégation de compétence) or the power (délégation de pouvoir) to carry out any increase in share capital.
Increases in the Company’s share capital may be effected by:
| ● | issuing additional shares; |
| ● | increasing the par value of existing shares; |
| ● | creating a new class of equity securities; and |
| ● | exercising the rights attached to securities giving access to the share capital. |
Increases in share capital by issuing additional securities may be effected through one or a combination of the following:
| ● | in consideration for cash; |
| ● | in consideration for assets contributed in kind; |
| ● | through an exchange offer; |
| ● | by conversion of previously issued debt instruments; |
| ● | by capitalization of profits, reserves or share premium; and |
20
| ● | subject to certain conditions, by way of offset against debt incurred by the Company. |
Decisions to increase the share capital through the capitalization of reserves, profits and/or share premium require shareholders’ approval at an extraordinary general shareholders’ meeting, acting under the quorum and majority requirements applicable to ordinary shareholders’ meetings. Increases effected by an increase in the par value of shares require unanimous approval of the shareholders, unless effected by capitalization of reserves, profits or share premium. All other capital increases require shareholders’ approval at an extraordinary general shareholders’ meeting acting under the regular quorum and majority requirements for such meetings.
Reduction in Share Capital. Pursuant to French law, any reduction in the Company’s share capital requires shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of the Company’s board of directors. The share capital may be reduced either by decreasing the par value of the outstanding shares or by reducing the number of outstanding shares. The number of outstanding shares may be reduced by the repurchase and cancellation of shares. Holders of each class of shares must be treated equally unless each affected shareholder agrees otherwise.
Preferential Subscription Right. According to French law, if the Company issues additional securities for cash, current shareholders will have preferential subscription rights to these securities on a pro rata basis. Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of shares held by them to the issuance of any securities increasing, or that may result in an increase of, the Company’s share capital by means of a cash payment or a set-off of cash debts. The preferential subscription rights are transferable during the subscription period relating to a particular offering.
The preferential subscription rights with respect to any particular offering may be waived at an extraordinary general meeting by a two-thirds vote of the Company’s shareholders or individually by each shareholder. The Company’s board of directors and the Company’s independent auditors are required by French law to present reports to the shareholders’ meeting that specifically address any proposal to waive the preferential subscription rights.
In the future, to the extent permitted under French law, the Company may seek shareholder approval to waive preferential subscription rights at an extraordinary general shareholders’ meeting in order to authorize the board of directors to issue additional shares and/or other securities convertible or exchangeable into shares.
| II. | AMERICAN DEPOSITARY SHARES |
Citibank, N.A. acts as the depositary for the Company’s ADSs. Citibank’s depositary offices are located at 388 Greenwich Street, New York, New York 10013. ADSs represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as American Depositary Receipts, or ADRs. The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank Europe Plc, located at EGSP 186, 1 North Wall Quay, Dublin 1 Ireland.
The Company has appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Post-Effective Amendment No. 2 to Registration Statement on Form F-6. Members of the public may obtain a copy of the deposit agreement from the SEC’s website at www.sec.gov. Please refer to Registration Number 333-266202 when retrieving such copy.
The Company is providing a summary description of the material terms of the ADSs and of a holder of ADS’ material rights as an owner of ADSs. Summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. The Company urges prospective investors to review the deposit agreement in its entirety. Each ADS represents the right to receive five ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms
21
of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. Owners of ADSs will be able to exercise beneficial ownership interests in the deposited property only through the registered holders of the ADSs, by the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and by the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.
If a prospective investor becomes an owner of ADSs, such investor will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents its ADSs. The deposit agreement and the ADR specify the Company’s rights and obligations as well as a holder’s rights and obligations as owner of ADSs and those of the depositary. As an ADS holder, such holder appoints the depositary to act on such holder’s behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, the Company’s obligations to the holders of ordinary shares will continue to be governed by the laws of France, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require a holder of ADSs to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. A holder of ADSs is solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, the Company or any of their or the Company’s respective agents or affiliates shall be required to take any actions whatsoever on behalf of an ADS holder to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
The Company will not treat a holder of its ADSs as one of its shareholders, and such holder of ADSs will not have direct shareholder rights. The depositary will hold on the ADS holder’s behalf the shareholder rights attached to the ordinary shares underlying the holder’s ADSs. As an owner of ADSs, such holder will be able to exercise the shareholders rights for the ordinary shares represented by such holder’s ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement, an ADS owner will need to arrange for the cancellation of such owner’s ADSs and become a direct shareholder.
An owner of ADSs may hold its ADSs either by means of an ADR registered in such owner’s name, through a brokerage or safekeeping account, or through an account established by the depositary in the owner’s name reflecting the registration of uncertificated ADSs directly on the books of the depositary, commonly referred to as the direct registration system, or DRS. The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If an owner of ADSs decides to hold its ADSs through its brokerage or safekeeping account, such owner must rely on the procedures of its broker or bank to assert its rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit an ADS holder’s ability to exercise its rights as an owner of ADSs. An owner of ADSs should consult with its broker or bank if there are any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC.
Dividends and Distributions
A holder of ADSs generally has the right to receive the distributions the Company’s make on the securities deposited with the custodian. Such holder’s receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date, after deduction the applicable fees, taxes and expenses.
22
Distributions of Cash
Whenever the Company makes a cash distribution for the securities on deposit with the custodian, the Company will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to French laws and regulations.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Ordinary Shares
Whenever the Company makes a free distribution of ordinary shares for the securities on deposit with the custodian, the Company will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary share ratio, in which case each ADS held by an owner of ADSs will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-ordinary share ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever the Company intends to distribute rights to purchase additional ordinary shares, the Company will give prior notice to the depositary and will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.
The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if the Company provides all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). A holder of ADSs may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of such holder’s rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.
The depositary will not distribute the rights to an ADS holder if:
| ● | the Company does not timely request that the rights be distributed to such holder or the Company requests that the rights not be distributed to such holder; or |
| ● | The Company fails to deliver satisfactory documents to the depositary; or |
23
| ● | it is not reasonably practicable to distribute the rights. |
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever the Company intends to distribute a dividend payable at the election of shareholders either in cash or in additional ordinary shares, the Company will give prior notice thereof to the depositary and will indicate whether the Company wishes the elective distribution to be made available to a holder of ADSs. In such case, the Company will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to a holder of ADSs only if it is reasonably practicable and if the Company has provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable a holder of ADSs to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to a holder of ADSs, such holder will receive either cash or additional ADSs, depending on what a shareholder in France would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever the Company intends to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, the Company will notify the depositary in advance and will indicate whether the Company wishes such distribution to be made to a holder of ADSs. If so, the Company will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to an ADS holder and if the Company provides all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not distribute the property to a holder of ADSs and will sell the property if:
| ● | the Company does not request that the property be distributed to such holder or if the Company asks that the property not be distributed to such holder; or |
| ● | the Company does not deliver satisfactory documents to the depositary; or |
| ● | the depositary determines that all or a portion of the distribution to such holder is not reasonably practicable. |
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever the Company decides to redeem any of the securities on deposit with the custodian, the Company will notify the depositary in advance. If it is practicable and if the Company provides all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.
24
The custodian will be instructed to surrender the ordinary shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. A holder of ADSs may have to pay fees, expenses, taxes and other governmental charges upon the redemption of such holder’s ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.
Changes Affecting Ordinary Shares
The ordinary shares held on deposit for a holder’s ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.
If any such change were to occur, a holder’s ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to a holder, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of a holder’s existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary shares. If the depositary may not lawfully distribute such property to a holder of ADSs, the depositary may sell such property and distribute the net proceeds to such holder as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Ordinary Shares
The depositary may create ADSs on a holder’s behalf if such holder or its broker deposits ordinary shares with the custodian. The depositary will deliver these ADSs to the person the holder indicates only after the holder pays any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. A holder’s ability to deposit ordinary shares and receive ADSs may be limited by U.S. and French legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When a shareholder makes a deposit of ordinary shares, such shareholder will be responsible for transferring good and valid title to the depositary. As such, a shareholder will be deemed to represent and warrant that:
| ● | The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained. |
| ● | All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised. |
| ● | The shareholder is duly authorized to deposit the ordinary shares. |
| ● | The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement). |
| ● | The ordinary shares presented for deposit have not been stripped of any rights or entitlements. |
If any of the representations or warranties are incorrect in any way, the Company and the depositary may, at the holder’s cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.
25
Transfer, Combination and Split Up of ADRs
An ADR holder is entitled to transfer, combine or split up such holder’s ADRs and the ADSs evidenced thereby. For transfers of ADRs, the holder will have to surrender the ADRs to be transferred to the depositary and also must:
| ● | ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; |
| ● | provide such proof of identity and genuineness of signatures as the depositary deems appropriate; |
| ● | provide any transfer stamps required by the State of New York or the United States; and |
| ● | pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs. |
To have a holder’s ADRs either combined or split up, such holder must surrender the ADRs in question to the depositary with such holder’s request to have them combined or split up, and the holder must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation of ADSs
A holder is entitled to present such holder’s ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian’s offices. A holder’s ability to withdraw the ordinary shares may be limited by U.S. and French legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by a holder’s ADSs, such holder will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. The holder assumes the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If an ADS owner holds ADSs registered in such owner’s name, the depositary may ask such owner to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel such owner’s ADSs. The withdrawal of the ordinary shares represented by such owner’s ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. The depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
An owner of ADSs will have the right to withdraw the securities represented by such owner’s ADSs at any time except for:
| ● | temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends; |
| ● | obligations to pay fees, taxes and similar charges; or |
| ● | restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The deposit agreement may not be modified to impair an ADS owner’s right to withdraw the securities represented by such owner’s ADSs except to comply with mandatory provisions of law.
Voting Rights
A holder generally has the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by such holder’s ADSs. The voting rights of holders of ordinary shares are described in the section of this exhibit titled “Ordinary Shares.”
26
At the Company’s request, the depositary will distribute to a holder of ADSs any notice of shareholders’ meeting received from the Company together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
The ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. The Company cannot assure a holder of ADSs that the holder will receive voting materials in time to enable such holder to return voting instructions to the depositary in a timely manner. Securities for which no voting instructions have been received will not be voted.
Fees and Charges
ADS holders will be required to pay the following service fees to the depositary:
| Service | Fees | |
|
● Issuance of ADSs |
Up to U.S. $0.05 per ADS issued | |
|
● Cancellation of ADSs |
Up to U.S. $0.05 per ADS canceled | |
|
● Distribution of cash dividends or other cash distributions |
Up to U.S. $0.05 per ADS held | |
|
● Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights. |
Up to U.S. $0.05 per ADS held | |
|
● Distribution of securities other than ADSs or rights to purchase additional ADSs |
Up to U.S. $0.05 per ADS held | |
|
● ADS Services |
Up to U.S. $0.05 per ADS held on the applicable record date(s) established by the depositary | |
ADS holders will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:
| ● | fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in France (i.e., upon deposit and withdrawal of ordinary shares); |
| ● | expenses incurred for converting foreign currency into U.S. dollars; |
| ● | expenses for cable, telex and fax transmissions and for delivery of securities; |
| ● | taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit); and |
| ● | fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit. |
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.
27
The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
The fees and charges a holder of ADSs may be required to pay may vary over time and may be changed by the Company and by the depositary. ADS holders will receive prior notice of such changes.
The depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the depositary may agree from time to time.
Amendments and Termination
The Company may agree with the depositary to modify the deposit agreement at any time without the consent of any holders of ADSs. The Company undertakes to give holders 30 days’ prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. The Company will not consider to be materially prejudicial to a holder’s substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges ADS holders are required to pay. In addition, the Company may not be able to provide an ADS holder with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
Holders of ADSs will be bound by the modifications to the deposit agreement if such holder continues to hold its ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent a holder from withdrawing the ordinary shares represented by such holder’s ADSs (except as permitted by law).
The Company has the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, a holder’s rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until a holder requests the cancellation of such holder’s ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).
28
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. A holder may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits the Company’s obligations and the depositary’s obligations to holders of ADS. Specifically:
| ● | The Company and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith. |
| ● | The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement. |
| ● | The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to a holder of ADSs on the Company’s behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of the Company’s notices or for the Company’s failure to give notice. |
| ● | The Company and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement. |
| ● | The Company and the depositary disclaim any liability if the Company or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of the Company’s Articles of Incorporation, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond the Company’s or the depositary’s control. |
| ● | The Company and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in the Company’s Articles of Incorporation or in any provisions of or governing the securities on deposit. |
| ● | The Company and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either the Company or the depositary in good faith to be competent to give such advice or information. |
| ● | The Company and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to holders of ADSs. |
| ● | The Company and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
29
| ● | The Company and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement. |
| ● | No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement. |
Taxes
A holder of ADSs will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. The Company, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. A holder will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on a holder’s behalf. However, a holder may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. A holder of ADSs is required to indemnify the Company, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for such holder.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. An ADS holder may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
| ● | convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical; |
| ● | distribute the foreign currency to holders for whom the distribution is lawful and practical; and |
| ● | hold the foreign currency (without liability for interest) for the applicable holders. |
30
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel Tassé, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2024 of DBV Technologies S.A. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 28, 2025 | By: | /s/ Daniel Tassé | ||||
| Daniel Tassé | ||||||
| President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Virginie Boucinha, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A for the year ended December 31, 2024 of DBV Technologies S.A. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: April 28, 2025 | By: | /s/ Virginie Boucinha | ||||
| Virginie Boucinha | ||||||
| Chief Financial Officer (Principal Financial Officer) |