DBV Technologies S.A 8-K, filed Apr 2, 2021
DBV Technologies S.A. (DBVT)
About this 8-K
DBV Technologies S.A filed this 8-K on April 2, 2021, reporting on events of March 30, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 30, 2021
Date of Report (Date of earliest event reported)
DBV Technologies S.A.
(Exact name of registrant as specified in its charter)
| France | 001-36697 | Not applicable | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 177-181 avenue Pierre Brossolette 92120 Montrouge France |
Not Applicable | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: +33 1 55 42 78 78
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Ordinary shares, nominal value €0.10 per share | n/a | The Nasdaq Stock Market LLC* | ||
| American Depositary Shares, each representing one- half of one ordinary share, nominal value €0.10 per share | DBVT | The Nasdaq Stock Market LLC |
| * | Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 30, 2021, Timothy E. Morris was appointed to the Board of Directors (the “Board”) of DBV Technologies S.A. (the “Company”) and to the Audit Committee of the Board. Mr. Morris was appointed to fill the vacancy created by the resignation of Claire Giraut, and his appointment will be submitted to a shareholder vote at the Ordinary and Extraordinary General of shareholders to be convened on May 19, 2021.
There are no arrangements or understandings between Mr. Morris and any other person pursuant to which Mr. Morris was elected as a director. Mr. Morris does not have any family relationships with any of the Company’s directors or executive officers, and he does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Morris will be compensated in accordance with the Company’s non-employee director compensation policy. Mr. Morris will receive a fixed annual retainer of €70,000 per year for his service as a director, as well as an additional retainer of €5,000 per year for his service on the Audit Committee.
In connection with his appointment to the Board, Mr. Morris has entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.3 to the Company’s Registration Statement on Form F-1/A (File No. 333-198870) filed with the Securities and Exchange Commission on October 15, 2014.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on April 2, 2021, announcing the appointment described in Item 5.02 above. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits
| ||
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 2, 2021. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 2, 2021 |
DBV TECHNOLOGIES S.A.
| |||
| By: |
/s/ Sébastien Robitaille | |||
| Name: Sébastien Robitaille | ||||
| Title: Chief Financial Officer | ||||
Exhibit 99.1
DBV Technologies Announces Appointment of Timothy E. Morris to Board of Directors
DBV Technologies (Euronext: DBV – ISIN: FR0010417345 – Nasdaq Stock Market: DBVT), a clinical-stage biopharmaceutical company, announced today the provisional appointment of Mr. Timothy E. Morris, as director, by the DBV Board of Directors, effective March 30, 2021. Mr. Morris will serve as a member of the Audit Committee of the Board. With this addition, the Board comprises 9 directors.
“We are pleased to welcome Tim Morris as a new director to the DBV Board,” said Michel de Rosen, Chairman of DBV Technologies’ Board of Directors. “Tim brings to DBV more than 20 years of leadership experience in the biopharma sector and he is highly regarded for his finance and commercial capabilities. We believe he will add tremendous value to our Board and DBV as a whole.”
Mr. Morris has been the Chief Operating Officer and Chief Financial Officer of Humanigen, Inc. since August 2020. Prior to joining Humanigen’s management team, Mr. Morris served as Chair of the Company’s Audit Committee. Mr. Morris has spent more than two decades leading the financial, commercial, and manufacturing functions at several public biopharmaceutical companies, including Iovance, AcelRx, VIVUS, and Questcor (formerly Ribogene). Mr. Morris received his Bachelor of Science in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive).
“The current state of DBV’s European and U.S. regulatory progress and pipeline potential make it an exciting time to join the company,” said Timothy Morris. “I am honored to join DBV and look forward to serving as a member of the Board and Audit Committee and contributing to the success of the Company.”
Mr. Morris’ appointment is subject to ratification and will be submitted to a shareholder vote at the Ordinary and Extraordinary General Meeting that DBV Technologies will convene on May 19, 2021.
About DBV Technologies
DBV Technologies is developing Viaskin™, an investigational proprietary technology platform with broad potential applications in immunotherapy. Viaskin is based on epicutaneous immunotherapy, or EPIT™, DBV Technologies’ method of delivering biologically active compounds to the immune system through intact skin. With this new class of non-invasive product candidates, the Company is dedicated to safely transforming the care of food allergic patients. DBV Technologies’ food allergies programs include ongoing clinical trials of Viaskin Peanut. DBV Technologies has global headquarters in Montrouge, France and offices in Bagneux, France, and North American operations in Summit, NJ and New York, NY. The Company’s ordinary shares are traded on segment B of Euronext Paris (Ticker: DBV, ISIN code: FR0010417345), part of the SBF120 index, and the Company’s ADSs (each representing one-half of one ordinary share) are traded on the Nasdaq Global Select Market (Ticker: DBVT).
Forward-Looking Statements
This press release may contain forward-looking statements, including statements regarding Company’s anticipated Ordinary and Extraordinary General Meeting of Shareholders, DBV’s regulatory progress, and the potential of DBV’s pipeline. These forward-looking statements and estimates are not promises or guarantees and involve substantial risks and uncertainties. Among the factors that could cause actual occurrences to differ materially from those described or projected herein include uncertainties associated generally with research and development, clinical trials and related regulatory reviews and approvals and those associated with scheduling and holding public events, including the impact of the COVID-19 pandemic A further discussion of risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements in this press release can be found in DBV Technologies’ regulatory filings with the French Autorité des Marchés Financiers, DBV Technologies’ filings and reports with the U.S. Securities and Exchange Commission, including in DBV Technologies’ Annual Report on Form 10-K for the year ended December 31, 2020, and future filings and reports by DBV Technologies. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements and estimates, which speak only as of the date hereof. Other than as required by applicable law, DBV Technologies undertakes no obligation to update or revise the information contained in this Press Release.
Investor Contact
Anne Pollak
DBV Technologies
+1 857-529-2363
anne.pollak@dbv-technologies.com
Media Contact
Angela Marcucci
DBV Technologies
+1 646-842-2393
angela.marcucci@dbv-technologies.com